**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**











**FORM
      10-K/A**


**(Amendment
      No. 1)** ****





**x** **ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**





**For
      the fiscal year ended September 30, 2007**





**OR**





**o** **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 Section 12(b) of the Act:**


**None**





**Securities
      registered pursuant to Section 12(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 o NO þ





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 o No þ





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 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 þ NO o




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 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. o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer.





Large
      accelerated Filer o Accelerated
      Filer o Non-Accelerated Filer þ




Indicate
      by check mark whether the registrant is a shell company. YES  ̈ NO þ





The
      aggregate market value of the 431,852 shares of the Common Stock held by
      non-affiliates of the Registrant at the $16.30 average of bid and asked prices
      as of December 1, 2006 was $6,477,780.





Number
      of
      shares of Common Stock outstanding as of the close of business on December
      1,
      2007 - 809,550.









**EXPLANATION
      OF AMENDMENT**





Corning
      Natural Gas Corporation is filing this Form 10-K/A as Amendment No. 1 (the
      “Amendment”) to its Annual Report on Form 10-K for the year ended September 30,
      2007 (the “Annual Report”), filed with the Securities and Exchange Commission on
      December 28, 2007, for the purpose of including the following portions of
      Corning’s Annual Report that were incorporated by reference to the 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, Director
      Independence





Item
      14 —
Principal Accountant Fees and Services





In
      addition, the Amendment includes Corning’s Performance Graph, which was omitted
      from the Annual Report.





Except
      as
      described above, no other amendments are being made to the Annual Report. This
      Amendment does not reflect events occurring after the December 28, 2007 filing
      of the Annual Report, 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.




2




**PART
      II**





**ITEM
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.**





**Performance
      Graph.**




page3




**PART
      III**





**ITEM
      10. Directors, Executive Officers and Corporate Governance**





**Board
      of Directors.** Certain
      information regarding each member of the board of directors is set forth below.




***Henry
      B. Cook, Jr*** **.,** 60, 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.





***Michael
      I. German*** ,
      57, has
      served as our chief executive officer, president and director since November
      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.




3




***Richard
      M. Osborne*** ,
      62, is
      our chairman of the board of directors and has served as a director since
      November 2006. Mr. Osborne is president and chief executive officer of OsAir,
      Inc., a company he founded in 1963, which operates as a property developer
      and
      manufacturer of industrial gases for pipeline delivery. He also serves as
      chairman of the board, chief executive officer and a director of John D. Oil
      and
      Gas Company, a publicly-held oil and gas exploration company, and Energy West
      Incorporated, a publicly-held natural gas utility.





***Ted
      W. Gibson*** ,
      65, 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 Captain in the Marine Corps.





***Stephen
      G. Rigo*** ,
      61, has
      served as a director since May 2007. He is executive vice president of two
      Ohio
      regulated intrastate gas pipeline companies, Orwell-Trumbell Pipeline Co.,
      LLC
      and Cobra Pipeline Co., Ltd., and three unregulated natural gas marketing
      companies. Mr. Rigo’s responsibilities include new business acquisitions,
      commodity pricing and purchasing, management of regulatory affairs, and
      corporate administration. His business career spans over 25 years in the energy
      industry including upper management positions with The Standard Oil Company
      and
      BP America.





***Thomas
      J. Smith*** ,
      63, has
      served as a director since December 2006. Mr. Smith serves as president of
      Orwell Natural Gas and North East Ohio Natural Gas, local natural gas
      distribution companies. Mr. Smith has served as vice president and chief
      financial officer of Energy West Incorporated, a publicly-held natural gas
      utility, since November 2007 and was interim president of Energy West from
      August 2007 until November 2007. Mr. Smith is also a director of Energy West.
      From 1998 through April 2006, Mr. Smith was president and chief operating
      officer of John D. Oil and Gas Company, a publicly-held oil and gas exploration
      company. Mr. Smith remains a director of John D. Oil and Gas.





***George
      J. Welch*** ,
      62, 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 or member
      in
      many community organizations, including a local economic development
      organization, a community foundation and PaneLogic, Inc., a provider of control
      system integration services.





4




**Executive
      Officers** .
      Below
      are the names, ages, positions and certain other information concerning our
      current executive officers.





***Michael
      I. German*** .
      Biographical information for Mr. German can be found under “Board of
      Directors.”




***Firouzeh
      Sarhangi,*** 49, ****** was
      appointed as chief financial officer 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 had twenty-four years of public accounting experience.





***Stanley
      G. Sleve*** ,
      58,
      serves as our vice president - administration and secretary. He joined Corning
      in January 1998 and has overseen a variety of corporate operations. He is
      currently responsible for customer service, facilities management, human
      resources, information technology, gas supply and community relations.





**Section
      16(a) Beneficial Ownership Reporting Compliance.** Section
      16(a) of the Securities Exchange Act of 1934 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 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. In the last fiscal year, Joel
      Moore, our former vice president of operations, and Firouzeh Sarhangi, our
      chief
      financial officer, each filed one Form 4 late reporting a purchase of investment
      units in Corning’s rights offering. In addition, George Welch, a director,
      failed to timely report shares owned on a Form 3. All forms were subsequently
      filed. Based solely on review of copies of reports furnished to us or written
      representations that no reports were required, we believe that all other Section
      16(a) filing requirements were met timely during the most recent 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.





**Audit
      Committees.** The
      audit
      committee is comprised of Mr. Smith, Mr. Cook, Mr. Gibson and Mr. Rigo. The
      function of the audit committee is to recommend the selection of independent
      auditors, review the plan and results of the independent audit and approve
      each
      professional service provided by the independent auditors. The audit committee
      operates under a written charter that was approved and adopted by our board.
      The
      members of the audit committee meet the independence standards of Sections
      303.01(B) (2) (a) and (3) of the New York Stock Exchange’s listing standards.
      The board of directors has determined that Mr. Smith meets the qualifications
      for designation as a financial expert as defined in SEC rules.




5




**ITEM
      11. Executive Compensation.**





**Compensation
      Discussion and Analysis.**




*The
      Compensation Committee.* Our
      compensation committee oversees Corning’s executive compensation program. In
      this role, the committee reviews and approves, or recommends for approval by
      the
      full board, the compensation that is paid or awarded to our executive officers.
      The committee also administers our 2007 Stock Plan. The goal of our compensation
      committee is to ensure that the total compensation paid to our executive
      officers is fair, reasonable and competitive.




*Compensation
      Philosophy and Objectives.* Our
      compensation philosophy is to reward our executive officers for management
      that
      advances the interests of our shareholders and provides dependable and
      economically priced natural gas service for our customers. The primary objective
      of our compensation program is to attract and retain highly qualified executive
      officers to successfully lead Corning and improve shareholder
      value.




To
      achieve these objectives, we believe that we must provide a compensation package
      for our executives that is competitive with compensation offered by comparable
      companies in the Corning and Hammondsport, New York areas. In addition, our
      company is regulated by the New York Public Service Commission and we seek
      to
      set compensation within the rate parameters imposed by the
      commission.





*Role
      of Executive Officers in Our Compensation Program.* In
      the
      last year, the compensation committee, with the input of our president and
      CEO,
      Michael I. German, established the salary for each executive based on his or
      her
      performance and current compensation level. Mr. German reviewed the performance
      of our executive officers and solicited their views on their own compensation
      levels. Mr. German then presented his recommendations, based on these reviews
      and discussions, to the committee for review and approval or modification.
      The
      compensation committee can exercise its discretion in modifying any
      recommendation made by Mr. German.




*Elements
      of Our Compensation Program.* We
      subscribe to a total compensation program composed primarily of base salary
      and
      retirement and welfare benefits. We do not have a bonus program and none of
      our
      executives received a bonus in 2007, although we may consider annual cash
      incentive compensation in the future tied to specific performance goals. Mr.
      German’s employment agreement provides for a bonus based on net after tax income
      targets. Because these targets were not met in 2007, Mr. German did not receive
      a bonus. See “Mr. German’s Employment Agreement” below.




*Base
      Salary.* To
      attract and retain qualified executive officers, base salary is the primary
      element in our compensation program. The base salary of our executive officers
      is designed to fairly compensate them for:




·
            delivering
                safe, reliable and cost effective service to our customers;
                and




6




·
            providing
                reasonable earnings growth to our
                shareholders.




We
      believe that these are complimentary objectives and linked to our overall
      success. To attract and retain qualified executives we believe that base
      salaries must be competitive with those offered by comparable companies in
      the
      Corning and Hammondsport, New York areas. In addition, our company is regulated
      by the New York Public Service Commission and we seek to set compensation within
      the rate parameters imposed by the commission. There is no specific, quantified
      relationship between the company’s performance and individual executive’s
      salaries.





The
      compensation committee reviews the base salary adjustment, if any, for our
      executive officers based on merit and prevailing rates and recommends these
      adjustments to the board of directors. In 2007 the raise “pool” for our
      employees was 3.5% based on our rate case and union agreements. Mr. German
      decided to forgo any increase in his base salary to support the company in
      its
      rebuilding phase. Our other executive officers received modest increases in
      base
      salary for 2008 ranging from 1.4% to 3.5%.





*Long-Term
      Incentives.* In
      2007,
      we adopted the 2007 Stock Plan which provides for the granting of stock options,
      stock appreciation rights, or SARs, restricted stock awards and
      performance-based awards. Long-term incentives are awarded in an effort to
      attract and retain executive officers of outstanding ability and keep such
      officers aligned with the long-term objectives of Corning. In order to attract
      an executive of Mr. German’s caliber to lead Corning and to align his interests
      with those of our shareholders, his employment agreement provided for the
      issuance of 75,000 options to him, which he was awarded effective August 2007.
      Currently, only Mr. German has been issued options under the plan. The
      compensation committee intends to review the advisability of issuing additional
      equity awards to Corning’s executives in the future.




An aggregate
      of 100,000 shares of our Class A common stock have been reserved for issuance
      pursuant to the plan, subject to adjustment for stock splits, mergers and
      similar transactions. In addition, beginning in 2008 and continuing for a period
      of nine years, on the day of each annual meeting of shareholders, the total
      maximum number of shares available for issuance will automatically be increased
      to the number of shares equal to 15% of the shares outstanding. All
      of
      our officers, directors and employees are eligible to receive grants pursuant
      to
      the plan. The plan is administered by our compensation committee, which is
      responsible for designating individuals to whom options, SARs or awards are
      to
      be granted and determining the terms and conditions of grants. In granting
      options, SARs or awards, the committee considers the performance and anticipated
      future contribution of the potential recipient and such other considerations
      the
      committee deems relevant. Options granted under the plan generally have a term
      of ten years and are exercisable as determined by the committee. The plan
      terminates on May 31, 2017. Awards outstanding on the termination date are
      subject to their terms, but no further grants will be made following the
      termination date. We estimate that on April 1, 2008, the date of this year’s
      annual meeting, the number of shares available for future grants will be
      increased to 46,433.




7




*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
      non-union 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. For non-union employees, Corning will
      match
      one-half of the participant’s contributions up to a total of 3% of the
      participant’s wages. Matching contributions vest in the participants 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. The
      compensation covered by the pension plan includes only base salary, identified
      in the summary compensation table as “salary.”





*Mr.
      German’s Employment Agreement.* Pursuant
      to his employment agreement, Michael I. 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 the 2007 Stock Plan pursuant to the terms of the
      agreement. The employment agreement provides termination payments to
      Mr. German in the event of a change in control of Corning or other
      termination of Mr. German’s employment for cause, as are defined in the
      employment agreement. 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.





*Stock
      Ownership Guidelines* .
      In
      order to link the interests of management and shareholders, executive officers
      are encouraged to purchase shares of Corning to maintain or to establish a
      significant level of direct stock ownership. For example, all of our executive
      officers purchased shares in our rights offering last year.




8




*Accounting
      and Tax Considerations* .
      In
      designing our compensation program, we take into consideration the accounting
      and tax effect that each element will or may have on Corning and our executive
      officers.




Effective
      November, 2007, in accordance with Statement of Financial Accounting Standard
      No. 123(R), “Share-Based Payment” (FAS 123(R)), we began to record compensation
      expense under the “fair-value-based” method of accounting for stock options
      granted to employees and directors. We adopted FAS 123(R) using the “modified
      prospective application.” The modified prospective transition method requires
      that compensation cost be recognized in the financial statements for all awards
      granted after the date of adoption as well as for existing awards for which
      the
      requisite service has not been rendered as of the date of adoption.





**Executive
      Compensation.**




*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.




**Name
                and****Principal
                Position**
            
            
            **Year**
            
            
            **Salary**
              **($)**
            
            
            **Bonus**
              **($)**
            
            
            **Option
                Awards**
              **($)**
            
            
            **Change
                in Pension Value and Nonqualified Deferred Compensation
                Earnings**
              **($)**
            
            
            **All
                Other Compensation****(1)**
              **($)**
            
            
            **Total**
              **($)**Michael
                I. German, President and Chief Executive Officer
            
            
            2007
            
            
            118,269
            
            
            —
            
            
            39,367
            
            
            —
            
            
            —
            
            
            157,636Firouzeh
                Sarhangi, Chief Financial Officer
            
            
            2007
            
            
            111,320
            
            
            —
            
            
            —
            
            
            16,192
            
            
            3,340
            
            
            130,852Stanley
                G. Sleve, Vice President - Administration and Corporate
                Secretary
            
            
            2007
            
            
            97,290
            
            
            —
            
            
            —
            
            
            19,163
            
            
            2,919
            
            
            119,372Joel
                D. Moore, former Vice President - Operations
            
            
            2007
            
            
            146,399
            
            
            —
            
            
            —
            
            
            11,686
            
            
            4,392
            
            
            162,477Thomas
                K. Barry, former President and Chief Executive Officer
            
            
            2007
            
            
            57,418
            
            
            —
            
            
            —
            
            
            12,481
            
            
            170,797
            (2)
            
            240,696





(1) The
      amounts reported include the following 401(k) matching contributions by Corning
      in fiscal 2007: (i) Ms. Sarhangi - $3,340; (ii) Mr. Sleve - $2,919; (iii) Mr.
      Moore - $4,392; and (iv) Mr. Barry - $1,705.




(2)
      Amounts include: (i) $93,936 paid to Mr. Barry pursuant to his consulting
      agreement; (ii) $63,140 in payments pursuant to his deferred compensation
      agreement; and (iii) $11,516 in taxes payable by Mr. Barry on compensation
      paid
      to him pursuant to his deferred compensation agreement that was reimbursed
      by
      Corning.




9




*Grants
      of Plan-Based Awards* .
      The
      following table summarizes information with respect to grants of non-equity
      and
      equity plan-based awards to our most highly compensated executive officers
      in
      the last fiscal year.




**Estimated
                Future Payouts Under Non-Equity Incentive Plan
                Awards**
            
            
            **Equity
                Plan Awards****Name**
            
            
            **Grant
                Date**
            
            
            **Threshold**
              **($)**
            
            
            **Target**
              **($)**
            
            
            **Maximum**
              **($)**
            
            
            **All
                Other Option Awards: Number of Shares Underlying
                Options**
            
            
            **Exercise
                or Base Price of Option Awards**
              **($)**
            
            
            **Closing
                Market Price on the Date of Grant****(1)**
              **($)**
            
            
            **Grant
                Date Fair Value of Stock and Option Awards****(2)**
              **($)**Michael
                I. German
            
            
            8/6/07
            (1)
            
            —
            
            
            —
            
            
            —
            
            
            75,000
            
            
            15.00
            
            
            16.50
            
            
            118,100




(1)
      Mr.
      German’s employment agreement dated as of November 30, 2006 provided for the
      grant of non-qualified stock options at the exercise price of $15.00 per share
      upon Corning’s adoption of a stock option plan. The plan was adopted on May 31,
      2007. Mr. German’s option agreement was not executed until November 5, 2007.
      However, the grant date of August 6, 2007 was used for Corning’s financial
      statement accounting purposes.




(2)
      The
      fair value of stock options is based on the FAS 123(R) compensation expense
      recognized as of August 6, 2007. We use the Black-Scholes option pricing model
      to estimate compensation cost for stock option awards. Please see the table
      regarding the assumptions used in this calculation in Note R - “Stock Based
      Compensation” to our consolidated financial statements in our Form 10-K for the
      fiscal year ended September 30, 2007 filed with the SEC on December 28,
      2007.





*Option
      Exercises and Stock Vested.* None
      of
      our most highly compensated officers exercised options in the last fiscal year.
      Our executive officers did not hold any stock awards as of the past fiscal
      year.




*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.




**Name**
            
            **Number
                of Securities Underlying**
              **Unexercised
                Options**
              **Exercisable**
            
            **Number
                of Securities Underlying Unexercised Options**
              **Unexercisable**
            
            **Option
                Exercise Price**
              **($)**
            
            **Option
                Expiration Date***Michael
                I. German
            
            
            25,000
            
            
            50,000
            
            $
            15.00
            
            
            11/05/2001





*
      The
      option is exercisable as follows: 25,000 shares on 11/5/2007, 25,000 shares
      on
      11/5/2008 and 25,000 shares on 11/5/2009.


10




*Pension
      Benefits*




The
      following table shows the present value of accumulated pension benefits payable
      to each of our most highly compensated executive officers, including the number
      of years of service credited to each officer.




**Name**
                  
                  **Plan
                      Name**
                  
                  **Number
                      of Years Credited Service**
                  
                  **Present
                      Value of Accumulated Benefit**
                    **($)**
                  
                  **Payments
                      Made During Last Fiscal Year**
                    **($)**Firouzeh
                      Sarhangi
                  
                  
                  Retirement
                      Plan for Salaried and Non-Union Employees
                  
                  
                  9.4
                  
                  
                  81,209
                  
                  
                  —Stanley
                      G. Sleve
                  
                  
                  Retirement
                      Plan for Salaried and Non-Union Employees
                  
                  
                  9.8
                  
                  
                  128,798
                  
                  
                  —Joel
                      D. Moore
                  
                  
                  Retirement
                      Plan for Salaried and Non-Union Employees
                  
                  
                  2.1
                  
                  
                  19,628
                  
                  
                  —Thomas
                      K. Barry
                  
                  
                  Retirement
                      Plan for Salaried and Non-Union Employees
                  
                  
                  30.0
                  
                  
                  1,210,684
                  
                  
                  84,685Supplemental
                      Executive Retirement Benefit*
                  
                  
                  30.0
                  
                  
                  6,781
                  
                  
                  441




*
      Annual
      excess pension benefit payable pursuant to Mr. Barry’s consulting agreement.




*Severance
      Compensation .* We
      do not
      have a general severance policy applicable to all employees, including our
      most
      highly compensated executive officers. However, Mr. German’s employment
      agreement requires us to make payments in the event of termination of his
      employment, including a change of control. Mr. Barry’s survivor benefit deferred
      compensation agreement provides for death benefit coverage payable to his
      beneficiaries upon his death. Corning’s pension committee is investigating
      whether Mr. Barry violated terms of his deferred compensation agreement and
      the
      company has suspended all payments under the agreement. As the pension committee
      has not made a final determination regarding future payment to Mr. Barry under
      the deferred compensation agreement, the amount shown in the table below
      represents the full amount payable to Mr. Barry under the agreement **.**




For
      purposes of the description of the potential payments to Mr. German and Mr.
      Barry, we have assumed that the triggering event occurred as of September 28,
      2007, the last business day of our last fiscal year. The actual amounts of
      any
      payments to these executive officers can only be determined at the time of
      a
      change in control or termination of Mr. German or upon the death of Mr. Barry.
      For additional information regarding Mr. German’s employment agreement, see “Mr.
      German’s Employment Agreement.”




**Death
                  Pursuant****to
                  Survivor****Benefit****Termination
                  within**
              
              
              
              **Deferred****one
                  year after a**
              
              **Termination**
              
              **Compensation****“Change
                  in Control”**
              
              **“Without
                  Cause”**
              
              **Agreement****Estimated
                  Potential Payment***
              
              **($)**
              
              **($)**
              
              **($)*****Michael
                  I. German***Compensation
                  Payments
              
              
              450,000
              
              
              150,000
              
              
              —***Thomas
                  K. Barry***Deferred
                  Compensation Payments
              
              
              —
              
              
              —
              
              
              1,078,420




11




Following
      termination of employment, our executive officers may receive payment of
      retirement benefits under our pension plan. The value of this benefit as of
      September 29, 2007 is set forth in “Pension Benefits” section on page 19. There
      are no special or enhanced benefits under the pension plan for our most highly
      compensated executive officers.





**Compensation
      Committee Report.** The
      compensation committee is comprised of Ted W. Gibson, Richard M. Osborne and
      Stephen G. Rigo. The compensation committee did not meet in the last fiscal
      year. The board of directors determined that Mr. Gibson and Mr. Rigo are
      independent as required by applicable law and regulations and the listing
      standards of the New York Stock Exchange.





Our
      compensation committee does not have a written charter. The compensation
      committee has reviewed and discussed compensation discussion and analysis for
      our fiscal year ended September 30, 2007 with our management and based on this
      review has recommended to the board that compensation discussion and analysis
      be
      included in this proxy statement.





The
      foregoing report was submitted by the compensation committee and shall be deemed
      to be “furnished” rather than “filed” with the SEC and, therefore, not subject
      to Regulation 14A promulgated by the SEC or Section 18 of the Exchange
      Act.




**C** **OMPENSATION** **C** **OMMITTEE**


T ED W.
        G IBSON
 R ICHARD M.
        O SBORNE
 S TEPHEN G.
        R IGO


**Director
      Compensation.** On
      January 24, 2007, the board of directors agreed to change the compensation
      for
      all board members. Directors who are not also officers will receive 50 shares
      of
      our restricted common stock for each quarter of service as a director. Directors
      who also serve as officers of Corning will not be compensated for their service
      as directors. In fiscal 2007, the directors did not receive these compensatory
      shares, or any other compensation for service as directors. Corning expects
      to
      issue the shares earned in fiscal 2007 to the directors in early 2008.





**Compensation
      Committee Interlocks and Insider Participation** .
      Not
      applicable.





**ITEM
      12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**




**Equity
      Compensation Plan Information.** The
      Corning Natural Gas Corporation 2007 Stock Plan provides for the issuance of
      100,000 shares of our common stock. Beginning in 2008 and continuing for a
      period of nine years, on the day of each annual meeting of shareholders, the
      total maximum number of shares available for issuance will automatically be
      increased to the number of shares equal to 15% of the shares outstanding. As
      of
      September 30, 2007, there were 75,000 options outstanding and the maximum number
      of shares available for future grants under the plan was 25,000. We estimate
      that on April 1, 2008, the date of this year’s annual meeting, the number of
      shares available for future grants will be increased to 46,433.




**Plan
                category**
            
            **Number
                of**
              **securities**
              **to
                be issued upon**
              **exercise
                of**
              **outstanding
                options,**
              **warrants
                and rights**
            
            **Weighted-average**
              **exercise
                price of**
              **outstanding
                options, warrants and rights**
            
            **Number
                of**
              **securities**
              **remaining
                available**
              **for
                future issuance**
              **under
                equity**
              **compensation
                plans (excluding securities reflected in the first
                column**Equity
                compensation plans approved by security holders
            
            
            75,000
            
            $
            15.00
            
            
            25,000Equity
                compensation plans not approved by security holders
            
            
            —
            
            
            —
            
            
            —Total
            
            
            75,000
            
            $
            15.00
            
            
            25,000




12




**Principal
      Shareholders** .
      The
      following table sets forth, as of January 24, 2008, information regarding the
      beneficial ownership of our common stock, by each shareholder known by us to
      be
      the beneficial owner of more than 5% of our stock, each director, each executive
      officer, and all our directors and executive officers as a
      group.




**Common
                Stock****Names
                and Address****(1)
                (2)**
            
            
            **Shares**
            
            
            **Right
                to Acquire **(3)****
            
            
            **Total**
            
            
            **Percentage**Richard
                M. Osborne(4)
            
            
            119,132
            
            
            14,000
            
            
            133,132
            
            
            16.2
            %Michael
                I. German(5)
            
            
            117,752
            
            
            67,064
            
            
            184,816
            
            
            21.1
            %The
                Gabelli Group(6)
              One
                Corporate Center
              Rye,
                NY 10580
            
            
            150,000
            
            
            52,293
            
            
            202,293
            
            
            23.5
            %Mitchell
                Partners, L.P.(7)
              3187-D
                Airway Avenue
              Costa
                Mesa, CA 92626
            
            
            47,852
            
            
            29,976
            
            
            77,828
            
            
            9.3
            %Ted
                W. Gibson(8)
            
            
            25,000
            
            
            17,500
            
            
            42,500
            
            
            5.1
            %Henry
                B. Cook, Jr.(9)
            
            
            5,270
            
            
            3,549
            
            
            8,819
            
            
            1.1
            %Firouzeh
                Sarhangi(10)
            
            
            4,776
            
            
            1,672
            
            
            6,448
            
            
            *George
                J. Welch(11)
            
            
            3,062
            
            
            1,072
            
            
            4,134
            
            
            *Stanley
                G. Sleve(12)
            
            
            2,614
            
            
            1,020
            
            
            3,634
            
            
            *Joel
                D. Moore(13)
            
            
            1,010
            
            
            707
            
            
            1,717
            
            
            *Stephen
                G. Rigo
            
            
            —
            
            
            —
            
            
            —
            
            
            —Thomas
                J. Smith
            
            
            —
            
            
            —
            
            
            —
            
            
            —All
                directors, director nominees and executive officers as a group (10
                individuals)
            
            
            278,616
            
            
            106,584
            
            
            385,200
            
            
            42.0
            %




*
      Less
      than 1 percent




(1)
            Unless
                otherwise indicated, we believe that all persons named in the table
                have
                sole investment and voting power over the shares of capital stock
                owned.




13




(2)
            Unless
                otherwise indicated, the address of each beneficial owner is c/o
                Corning
                Natural Gas Corporation, 330 West William Street, Corning, New York
                14830.




(3)
            Shares
                of common stock the beneficial owner has the right to acquire through
                stock options or warrants that are or will become exercisable within
                60
                days.




(4)
            Includes
                warrants to purchase 14,000 shares of stock. All shares and warrants
                are
                owned by the Richard M. Osborne Trust, an Ohio trust of which Mr.
                Osborne
                is the sole trustee.




(5)
            Includes
                75,000 options to purchase common stock and warrants to purchase
                42,064
                shares of common stock. 10,000 shares and warrants to purchase 7,000
                shares of common stock are owned jointly by Mr. German and two other
                individuals. Mr. German disclaims beneficial ownership of these securities
                except to the extent of his pecuniary interest
                therein.




(6)
            Includes
                120,000 shares and 41,790 warrants held by Gabelli Funds, LLC and
                30,000
                shares and 10,503 warrants held by Gabelli Advisors, Inc. Each of
                Gabelli
                Funds and Gabelli Advisors has sole voting and dispositive power
                over the
                shares held by it. Based solely on information in the Schedule 13D
                filed
                with the SEC on January 24, 2008.




(7)
            Includes
                warrants to purchase 29,976 shares of common stock. Based solely
                on
                information in the Schedule 13D filed with the SEC on September 13,
                2007




(8)
            Includes
                warrants to purchase 17,500 shares of common
                stock.




(9)
            Includes
                warrants to purchase 3,549 shares of common
                stock.




(10)
            Includes
                warrants to purchase 1,672 shares of common
                stock.




(11)
            Includes
                warrants to purchase 1,072 shares of common stock. Shares and warrants
                are
                beneficially owned by Vincent J. Welch Trust, of which Mr. Welch
                is one of
                three trustees having voting and investment
                powers.




(12)
            Includes
                warrants to purchase 1,020 shares of common
                stock.




(13)
            Includes
                warrants to purchase 707 shares of common
                stock.





**ITEM
      13. Certain Relationships and Related Transactions, and Director
      Independence.**





**Certain
      Relationships and Related Transactions** .
      Not
      applicable.





**Director
      Independence.** The
      board
      of directors has determined and confirmed that each of Mr. Cook, Mr. Gibson,
      Mr.
      Rigo, Mr. Smith and Mr. Welch do not have a material relationship with Corning
      that would interfere with the exercise of independent judgment and are
      independent as defined by the





**ITEM
      14. Principal Accountant Fees and Services.** The
      following is a summary of the aggregate fees billed to us for the fiscal years
      ended September 30, 2007 and 2006, by our independent registered public
      accounting firm, Rotenberg & Co. LLP, Certified Public Accountants of
      Rochester, New York.





**2007**
            
            ******2006**Audit
                Fees
            
            $
            84,000
            
            $
            85,100Audit-Related
                Fees
            
            
            —
            
            
            —Tax
                Fees
            
            $
            16,000
            
            $
            30,500All
                Other Fees
            
            $
            11,000
            
            
            —Total
            
            $
            111,000
            
            $
            115,500




14




*Audit
      Fees.* These
      are
      fees for professional services rendered by Rotenberg & Co. for the audit of
      our annual consolidated financial statements, the review of financial statements
      included in our quarterly reports on Form 10-Q, and services that are typically
      rendered in connection with statutory and regulatory filings or
      engagements.





*Audit-Related
      Fees.* There
      were no fees billed by Rotenberg & Co. for audit-related fees for the fiscal
      years ended September 30, 2007 and 2006.





*Tax
      Fees.* These
      are
      fees for professional services rendered by Rotenberg & Co. with respect to
      tax compliance, tax advice and tax planning. These services include the review
      of tax returns and consulting on tax planning matters.





*All
      Other Fees.* In
      fiscal
      2007, these are fees for the audit of our pension plan and the review of our
      internal controls and corporate governance. There were no fees billed by
      Rotenberg & Co. for other services not described above for fiscal
      2006.





The
      audit
      committee authorized the payment by us of the fees billed to us by Rotenberg
      & Co. in fiscal 2007 and 2006. The decision to engage Rotenberg & Co.
      LLP was approved by the audit committee. The audit committee has considered
      whether the provision of non-audit services is compatible with maintaining
      Rotenberg & Co. LLP’s independence. Rotenberg & Co. has no direct or
      indirect financial interest in Corning in the capacity of promoter, underwriter,
      voting director, officer or employee.




**PART
      IV**





**ITEM
      15. Exhibits and Financial Statement Schedules**





(a)
      Exhibits





31.1*
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act - Michael I.
                German





31.2*
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act - Firouzeh
                Sarhangi  32.1*
            Certification
              Pursuant to Section 906 of the Sarbanes-Oxley
              Act





*
      Filed
      herewith




15




**SIGNATURES**





In
      accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
      the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.


**CORNING
              NATURAL GAS CORPORATION**(Registrant)Date January 28, 2008
            By:
            /s/
              Michael I. GermanMichael
                I. German, President and Chief Executive
                Officer





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




Date
                  January 28, 2008
              
              /s/
                  Fi Sarhangi
                Fi
                  Sarhangi, Chief Financial OfficerDate
                  January 28, 2008
              
              /s/
                  Michael I. German
                Michael
                  I. German, President, Chief ExecutiveOfficer
                  and DirectorDate
                  January 28, 2008
              
              /s/
                  Henry B. Cook, Jr.
                Henry
                  B. Cook, Jr., DirectorDate
                  January 28, 2008
              
              /s/
                  Richard M. Osborne
                Richard
                  M. Osborne, DirectorDate
                  January 28, 2008
              
              /s/
                  Stephen G. Rigo
                Stephen
                  G. Rigo, DirectorDate
                  January 28, 2008
              
              /s/
                  Thomas J. Smith
                Thomas
                  J. Smith, DirectorDate
                  January 28, 2008
              
              /s/
                  George J. Welch
                George
                  J. Welch, Director




16