UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2011

OR

[ _]**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-643

Corning Natural Gas Corporation

(Exact name of registrant as specified in its charter)

**New York
**16-0397420**(State or other jurisdiction of

incorporation or organization)
**(I.R.S. employer

Identification no.)
**330 W. William St.

Corning, New York 14830

(Address of principal executive offices, including zip code)

(607) 936-3755

(Registrant's telephone number, including area code)

Securities registered pursuant to Section12(b) of the Act:

None

Securities registered pursuant to Section12(g) of the Act:

Common Stock, par value $5.00 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes [X]No [ _]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes [ _]No [X]
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes [X]No [ _]
Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ _]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [X] No [ _]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

LargeacceleratedFiler [ _]
AcceleratedFiler[ _]

Non-AcceleratedFiler [ _]
SmallerReportingCompany[X]
Indicate by check mark whether the registrant is a shell company.Yes [ _]No [X]
The aggregate market value of the 1,106,068 shares of the Common Stock held by non-affiliates of the Registrant at the $14.83 average of bid and asked prices as of the last business day of registrant's most recently completed second fiscal quarter, March 31, 2011 was $16,358,498.

Number of shares of Common Stock outstanding as of the close of business on December 1, 2011 - 1,823,967
**Explanation of Amendment**
Corning Natural Gas Corporation is filing this Form 10-K/A as Amendment No. 2 (the "Amendment") to its Annual Report on Form 10-K for the year ended September 30, 2011 (the "Annual Report") that was filed with the Securities and Exchange Commission on December 28, 2011 and amended on December 29, 2011 for the purpose of including the following portions of Corning's Annual Report:

Item 10 - Directors, Executive Officers and Corporate Governance

Item 11 - Executive Compensation

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13 - Certain Relationships and Related Transactions, and Director Independence

Item 14 - Principal Accountant Fees and Services

Item 15 - Exhibits and Financial Statement Schedules

Except as described above, no other amendments are being made to the Annual Report.This Amendment does not reflect events occurring after the September 30, 2011 year end except as expressly set forth in the December 28, 2011 filing of the Annual Report, in the December 29, 2011 filing of Amendment No. 1 to the Annual Report or herein, or modify or update the disclosure contained in the Annual Report in any way other than as required to reflect the additions discussed above and reflected below.
**PART III

ITEM 10.Directors, Executive Officers and Corporate Governance**
Board of Directors.The names, ages, positions, business experience and principal occupations and employment of each member of the board of directors is set forth below

**Name
**Age
**Position
**Director Since

Henry B. Cook, Jr.

64

Chairman of the Board and Director

2007
Michael I. German

61

Chief Executive Officer, President and Director

2006
Ted W. Gibson

69

Director

2006
Joseph P. Mirabito

53

Director

2010
William Mirabito

51

Director

2010
GeorgeJ. Welch

66

Director

2007
John B. Williamson III

57

Director

2010

Page 2.
*Henry B. Cook, Jr. is our chairman of the board of directors and has served as a director since May 2007.He is the president of Triple Cities Acquisition, LLC, a heavy truck parts and vehicle dealer, and Roadwolf Transportation Products, LLC, an importer of heavy duty truck parts.He is not related to Matthew J. Cook, our vice president - operations.
*Michael I. German has served as our chief executive officer, president and director since December 2006. Prior to joining Corning, he was senior vice president, utility operations for Southern Union Company where he was responsible for gas utility operations in Missouri, Pennsylvania, Rhode Island and Massachusetts.From 1994 to 2005, Mr. German held several senior positions at Energy East Corporation, a publicly-held energy services and delivery company, including president of several utilities. Mr. German is a board member of Pennichuck Corporation, American Gas Association, the Northeast Gas Association and several non-profit organizations.
*Ted W. Gibson has been a director since November 2006.He serves as the chief executive officer of Classic City Mechanical, an underground utility business.Mr. Gibson is also a corrosion specialist in the National Association of Corrosion Engineers and a graduate of the Georgia Institute of Technology - Mechanical Engineer.Mr. Gibson previously served as a United States Marine Corps Captain, and is a Vietnam veteran. He is also an inspector for the Nevada State Boxing Commission.
*Joseph P. Mirabito has been a director since November 2010. He was president of Mirabito Fuel Group from 1986 to 1998. He has also served as president of Granite Capital Holdings, Inc. from 1998 to 2009 and chief executive officer of Mirabito Holdings, Inc. since 2009. He serves as on several professional and civic boards in the central New York region. 
*William Mirabito has served as a director since November 2010. He is currently president of Mang Insurance Agency and vice president of Mirabito Holdings, Inc. He is also the chairperson of the audit committee for Mirabito Holdings, Inc. In addition to serving as a board member of the Fox Hospital in Oneonta, NY, he also serves on its finance committee. He is also a board member of the Oneonta City School district and the State University of Oneonta Foundation. 
*George J. Welch has served as a director since May 2007. He is a partner in the law firm of Welch & Zink in Corning, New York.Mr. Welch's practice concentrates on business transactions and real estate. He is currently an active director and member of many regional organizations, including a local economic development organization, a community foundation and PaneLogic, Inc., a provider of control system integration services.
*John B. Williamson, III has served as a director since November 2010. Since 2003, Mr. Williamson has served as chairman, president and chief executive officer of RGC Resources, Inc., a $100 million dollar energy distribution and services holding company. He served as director, president and chief executive officer of RGC Resources from 1999 to 2003. In addition, he serves as a director of Botetourt Bankshares, Inc., Optical Cable Corporation and Luna Innovations Corporation. Mr. Williamson received an MBA from the College of William and Mary and a BS from Virginia Commonwealth University. 

Executive Officers.The names, ages, positions and certain other information concerning our current executive officers and significant employees are set forth below. 

**Name
**Age
**Position

Michael I. German*

61

Chief Executive Officer, President and Director
Firouzeh Sarhangi

53

Chief Financial Officer and Treasurer
Stanley G. Sleve

62

Vice President- Administration and Corporate Secretary
Matthew J. Cook

50

Vice President - Operations
Russell S. Miller

49

Vice President - Gas Supply and Marketing

* Biographical information for Mr. German can be found under "Board of Directors."
*Firouzeh Sarhangiwas appointed as chief financial officer and treasurer of Corning in 2006. From February 2004 until her appointment as CFO, she served as vice president - finance of Corning.Previously, she was president of Corning's Tax Center International (TCI) subsidiary, a company she founded and operated until Corning purchased TCI in 1998. Ms. Sarhangi has twenty-five years of public accounting experience.\

Page 3.
*Stanley G. Sleve joined the company and has served as vice president since 1998. He has served as Corporate Secretary since 2006 and as vice president of administration since 2005. Mr. Sleve oversees corporate operations including customer service, facilities management, human resources, information technology and community relations. Mr. Sleve serves as chairperson of the board of directors of the Corning Area Chamber of Commerce and is a member of the Executive Committee and the Government Affairs Committee. He also serves on the Chemung County Chamber of Commerce Public Affairs Committee.*Matthew J. Cook joined Corning in February 2008 as vice president - operations. Mr. Cook has 15 years ofnatural gas utility experience.From 2000 until joining Corning, Mr. Cook was employed by Mulcare Pipeline Solutions, a supplier of products and services to the natural gas industry, in various positions including sales manager and technical specialist. Previously, Mr. Cook served as operations engineer and gas engineer for New York State Electric and Gas.He is not related to our director, Henry B. Cook, Jr.
*Russell S. Miller rejoined Corning as our director of gas supply and marketing in June 2008 and was appointed as vice president - gas supply and marketing, in December 2009. From 1987 through 2004 he was employed by us in various positions including vice president - operations, gas supply manager and mapping technician. From 2006 until rejoining Corning, he was employed by IBM, as energy distribution manager where he managed a team of energy buyers.From 2004 through 2006, he was employed as an industrial account manager for Sprague Energy Corp. located in Portsmouth, New Hampshire.

Section 16(a) Beneficial Ownership Reporting Compliance.Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the Securities and Exchange Commission (the SEC) initial reports of ownership and reports of changes in ownership of our common stock. Our officers, directors and greater than 10% shareholders are required by the SEC to furnish us with copies of all Section 16(a) forms they file.Based solely on review of copies of reports furnished to us or written representations that no reports were required, we believe that all Section 16(a) filing requirements were met in the last fiscal year. 

Code of Business Conduct and Ethics.Corning has a Code of Business Conduct and Ethics that applies to all employees, including our chief executive officer and our chief financial officer, who also serves as our principal accounting officer.This code is available on our website at www.corninggas.com.Any amendments or waivers to the code that apply to our chief executive officer or chief financial officer will be promptly disclosed to our shareholders by posting that information on our website.

Audit Committee Report.Corning has a separately designated standing audit committee. In accordance with its written charter that was approved and adopted by our board, our audit committee assists the board in fulfilling its responsibility of overseeing the quality and integrity of our accounting, auditing and financial reporting practices.A copy of the audit committee charter is available on our website at www.corninggas.com.The audit committee is directly responsible for the appointment of Corning's independent public accounting firm and is charged with reviewing and approving all services performed for us by the independent accounting firm and for reviewing the accounting firm's fees.The audit committee reviews the independent accounting firm's internal quality control procedures, reviews all relationships between the independent accounting firm and Corning in order to assess the accounting firm's independence, and monitors compliance with our policy regarding non-audit services, if any, rendered by the independent accounting firm.In addition, the audit committee ensures the regular rotation of the lead audit partner and concurring partner.The audit committee reviews management's programs to monitor compliance with our policies on business ethics and risk management.

The audit committee is currently comprised of Mr. Williamson, the committee's chairman, Mr. Cook and Mr. William Mirabito. Mr. Mirabito is an officer, director and shareholder of a company that has entered into a joint venture with Corning. The committee met four times in the last fiscal year.Mr. Williamson, Mr. Cook and Mr. Mirabito are "independent directors" as defined in the New York Stock Exchange listing standards.In addition, each member of the audit committee is able to read and understand financial statements, including balance sheets, income statements and cash flow statements. The board has determined that Mr. Williamson meets the qualifications for designation as a financial expert as defined in SEC rules through his experience as the chief executive officer of RGC Resources, Inc., a publicly-held company. The audit committee reviews and reassesses its charter as needed from time to time and will obtain the approval of the board for any proposed changes to its charter.

The audit committee oversees management's implementation of internal controls and procedures for financial reporting designed to ensure the integrity and accuracy of our financial statements and to ensure that we are able to timely record, process and report the information required for public disclosure.In fulfilling its oversight responsibilities, the audit committee reviewed and discussed the audited financial statements with management and EFP Rotenberg LLP, our independent accounting firm.The audit committee also discussed with EFP Rotenberg LLP the matters required by Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committee."The audit committee reviewed with EFP Rotenberg LLP, which is responsible for expressing an opinion on the conformity of our audited financial statements with accounting principles generally accepted in the United States, its judgment as to the quality, not just the acceptability, of our accounting principles and other matters as are required to be discussed with the audit committee pursuant to generally accepted auditing standards. 

Page 4.

In discharging its oversight responsibility as to the audit process, the audit committee obtained from our independent accounting firm a formal written statement describing all relationships between the independent accounting firm and us that might bear on the accounting firm's independence consistent with the requirements of the Public Company Accounting Oversight Board and discussed with the accounting firm any relationships that may impact its objectivity and independence.In considering the accounting firm's independence, the audit committee also considered whether the non-audit services performed by the accounting firm on our behalf were compatible with maintaining the independence of the accounting firm.

In reliance upon (1) the audit committee's reviews and discussions with management and EFP Rotenberg, LLP, (2) management's assessment of the effectiveness of our internal control over financial reporting, and (3) the receipt of an opinion from EFP Rotenberg LLP dated December 28, 2011, stating that the Corning's financial statements for the year ended September 30, 2011 are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles, the audit committee recommended to our board that these audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, for filing with the SEC.
**Audit Committee**
JOHN B. WILLIAMSON III, CHAIRMAN

HENRY B. COOK, JR.

WILLIAM MIRABITO
**ITEM 11.Executive Compensation**
Compensation Committee Our compensation committee is comprised of Mr. Joseph Mirabito, the committee's chairman, Mr. Gibson and Mr. Williamson. The committee met twice last fiscal year to recommend salaries and report those recommendations to the full board for approval.

Compensation Committee Interlocks and Insider Participation No officers or employee of the Company served on the compensation committee. Mr. German meets with the compensation committee at their request and makes recommendations with respect to the compensation of other officers. Mr. Mirabito is an officer, director and shareholder of a company that has entered into a joint venture with Corning. There are no interlocks between our compensation committee and officers and those of any other company.

Summary Compensation Table.The following table summarizes the compensation paid by us to our chief executive officer, chief financial officer, and our most highly compensated executive officers.
**Change in**Pension**Value and**Nonqualified**Option**Deferred**All Other**Name and**Awards**Compensation**Compensation(1)**Total**Principal Position**Year**Salary ($)**Bonus ($)**($)**Earnings ($)**($)**($)
Michael I. German, President and Chief 
2011
165,000
-
-
40,564
5,611
211,175
Executive Officer
2010
165,501
-
-
32,458
5,420
203,379
Firouzeh Sarhangi, Chief Financial Officerand 
2011
121,423
7,140
-
21,786
3,442
153,791
Treasurer
2010
118,721
6,000
-
18,106
3,604
146,431
Stanley G. Sleve, Vice President - Administration
2011
108,519
6,390
-
33,745
3,447
152,102
and Corporate Secretary
2010
106,180
5,500
-
29,942
2,313
143,935
Matthew Cook, Vice President - Operations 
2011
113,635
7,040
-
11,864
3,409
135,948
2010
108,538
7,000
-
9,545
3,339
128,422
Russell Miller, Vice President - Gas Supply
2011
103,231
6,000
-
26,031
3,097
138,359
and Marketing
2010
98,500
6,500
-
27,680
3,035
135,715
(1) The amounts reported include 401(k) matching contributions by Corning in fiscal 2011 of $4,950 for Mr. German, $3,442 for Ms. Sarhangi, $3,447 for Mr. Sleve, $3,409 for Mr. Cook and $3,097 for Mr. Miller and in 2010, $4,760 for Mr. German, $3,604 for Ms. Sarhangi, $2,313 for Mr. Sleve, $3,339 for Mr. Cook and $3,035 for Mr. Miller.

Page 5.

Mr. German's Employment Agreement.

Pursuant to his employment agreement dated November 30, 2006, Mr. German will serve as president and chief executive officer of Corning for a period of three years, with an automatic renewal for successive one year periods thereafter. Mr.German received 75,000 options to purchase common stock of Corning for a price of $15.00 per share under our 2007 Stock Plan pursuant to the terms of the agreement. The employment agreement provides termination payments to Mr. German as follows:
- If Mr. German terminates his employment for Good Reason (as defined in the employment agreement - generally a decrease in title, position or responsibilities, a decrease in salary or bonus or a reduction in benefits), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary. 
- If Mr. German's employment is terminated without cause, then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary. 
- If Mr. German's employment is terminated for a Change in Control (as defined in the employment agreement), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to three times his then current annual salary.

The employment agreement also contains standard confidentiality, non-competition and non-solicitation provisions for a period including Mr.German's employment and the twelve months immediately following the date of the termination of his employment.

None of our other executive officers have employment, termination or change-in-control agreements.

Benefit Plans.

We provide competitive welfare and retirement benefits to our executive officers as an important element of their compensation packages.Our executives receive medical and dental coverage, life insurance, disability coverage and other benefits on the same basis as our other employees. Our executives are also eligible to participate in our employee savings and pension plans.
*Corning Natural Gas Corporation Employees Savings Plan.All employees of Corning who work for more than 1,000 hours per year and who have completed one year of service may enroll in the savings plan at the beginning of each calendar quarter. Under the savings plan, participants may contribute up to 50% of their wages. Corning matches one-half of the participant's contributions up to a total of 3% of the participant's wages.Matching contributions vest in the participants' accounts at a rate of 20% per year and become fully vested after five years. All participants may select one of ten investment plans, or a combination thereof, for their account. Distribution of amounts accumulated under the savings plan occurs upon the termination of employment or death of the participant.The savings plan also contains loan and hardship withdrawal provisions.
*Pension Plan.We maintain a defined benefit pension plan,the Retirement Plan for Salaried and Non-Union Employees of Corning Natural Gas Corporation, that covers substantially all of our employees.We make annual contributions to the plan equal to amounts determined in accordance with the funding requirements of the Employee Retirement Security Act of 1974.The benefit payable under the pension plan is calculated based upon the employee's average salary for the four years immediately preceding his retirement.As defined in the plan, the normal retirement age is 62. The compensation covered by the pension plan includes only base salary, identified in the summary compensation table as "salary."

Outstanding Equity Awards at Fiscal Year End.

The following table summarizes information with respect to the stock options held by our most highly compensated executive officers as of the end of the past fiscal year. 
**Number of**Number of**Securities **Securities **Underlying**Underlying **Unexercised **Unexercised **Options**Options**Option **Option **Exercisable**Unexercisable**Exercise Price**Expiration**Name**(#)**(#)**($)**Date
Michael I. German
22,500
-
11.33
9/23/2013
(1)
38,000
-
10.00
11/5/2011
(2)
7,500
12.83
12/14/2015
(4)
Firouzeh Sarhangi
1,500
-
11.33
9/23/2013
(3)
1,500
12.83
12/14/2015
(4)
Stanley G. Sleve
1,500
11.33
9/23/2013
(3)
1,500
12.83
12/14/2015
(4)
Matthew Cook
1,500
-
11.33
9/23/2013
(3)
1,500
12.83
12/14/2015
(4)
Russell Miller
1,500
-
11.33
9/23/2013
(3)
1,500
12.83
12/14/2015
(4)
Page 6.

(1) The options are exercisable as follows: 1/3 of the shares on 9/23/2009; 1/3 of the shares on 9/23/2010; and 1/3 of the shares on 9/23/2011.

(2) The options are exercisable as follows: 1/3 of the shares on 11/5/2007; 1/3 of the shares on 11/5/2008; and 1/3 of the shares on 11/5/2009.

(3) The options are exercisable on 9/23/2009.

(4) The options are exercisable on 12/15/2011.

Director Compensation.On December 15, 2009, the board of directors agreed to increase the compensation for all board members from 150 shares of our restricted common stock for each quarter of service as a director to 250 shares of our restricted common stock for each quarter of service as a director.The shares awarded become unrestricted upon a director leaving the board.Directors who also serve as officers of Corning are not compensated for their service as directors.The directors' quarterly compensation was adjusted to 375 restricted shares in April 2011 due to the one for two stock dividend distributed by the Company. In fiscal 2011, directorsreceived compensatory shares for service from July 2010 through March 2011.Since these shares are restricted, we have discounted the value of these shares at a rate of 25% less than the closing price of the stock on the day awarded. On November 9, 2010, directors were issued compensatory shares for service from July 2010 through September 2010 and on April 29, 2011, shares were issued for service for the quarters ended December 31, 2010 and March 31, 2011. Directors have not yetreceived compensatory shares for service after March 2011. Information regarding shares of restricted stock awarded to directors in the fiscal year ended September 30, 2011, is summarized below, at the amount recognized for financial statement reporting purposes in accordance with FASB ASC 718 (formerly SFAS No. 123(R)). 
**Fees Earned or **All Other **Paid in Cash**Stock Awards**Compensation**Total**Name**($)**($)**($)**($)
Henry B. Cook, Jr.***********************************************************************************************************************************************