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, 2008




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 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  ̈  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  ̈  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  ̈





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.    ̈





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





Large accelerated Filer ̈
                    Accelerated Filer   ̈Non-Accelerated Filer ̈
                    Smaller Reporting Company þ





Indicate
by check mark whether the registrant is a shell
company.    Yes  ̈  No þ





The
aggregate market value of the 530,934 shares of the Common Stock held by
non-affiliates of the Registrant at the $15.90 average of bid and asked prices
as of March 31, 2008 was $8,441,850.





Number of
shares of Common Stock outstanding as of the close of business on December 1,
2008 - 819,550.





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,
2008 (the “Annual Report”) that was filed with the Securities and Exchange
Commission on December 18, 2008 for the purpose of including the following
portions of Corning’s Annual Report that were incorporated by
reference:





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





Except as
described above, no other amendments are being made to the Annual
Report.  This Amendment does not reflect events occurring after the
December 18, 2008 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
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 SinceHenry
      B. Cook, Jr.
                  
                  61
                  
                  Director
                  
                  2007Michael
      I. German
                  
                  58
                  
                  Chief
      Executive Officer,
                    President
      and Director
                  
                  2006Ted
      W. Gibson
                  
                  66
                  
                  Director
                  
                  2006Richard
      M. Osborne
                  
                  63
                  
                  Chairman
      of the Board
                    and
      Director
                  
                  2006Stephen
      G. Rigo
                  
                  62
                  
                  Director
                  
                  2007Thomas
      J. Smith
                  
                  64
                  
                  Director
                  
                  2006George  J.
      Welch
                  
                  63
                  
                  Director
                  
                  2007





Henry B. Cook, Jr. 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.





Richard M. Osborne 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, and chairman of each of
Northeast Ohio Natural Gas Corporation and Orwell Natural Gas Company, natural
gas distribution companies on Mentor, Ohio.  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 and a director of PVF Capital
Corp., the publicly-held holding company for Park View Federal Savings Bank, a
federal stock savings bank located in Solon, Ohio.





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
Captain in the Marine Corps.


3





Stephen G. Rigo 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 is an officer of three unregulated natural gas
marketing companies, a natural gas storage business and a natural gas
exploration and production company.  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 has served as
a director since December 2006.  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.  Since 2003, Mr. Smith has served as
president, treasurer and secretary of Orwell Natural Gas Company and Northeast
Ohio Natural Gas Corporation, local natural gas distribution companies located
in Mentor, Ohio.  From 1998 through 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 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 community organizations, including a local economic development
organization, a community foundation and PaneLogic, Inc., a provider of control
system integration services.





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




Name
              
              Age
              
              PositionMichael
      I. German*
              
              58
              
              Chief
      Executive Officer, President and DirectorFirouzeh
      Sarhangi
              
              50
              
              Chief
      Financial Officer and TreasurerStanley
      G. Sleve
              
              59
              
              Vice
      President  – Administration and Corporate
    SecretaryMatthew
      J. Cook
              
              47
              
              Vice
      President – OperationsRussell
      S. Miller
              
              46
              
              Director
      of 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-four years of
public accounting experience.


4





Stanley G. Sleveserves as ourvice
president – administration and corporate 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 and community relations.





Matthew J. Cook joined
Corning in February 2008 as vice president – operations. Mr. Cook has 14 years
of  natural 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 position including
sales manager and technical specialist. Previously, Mr. Cook served as
operations engineer and gas engineer of New York State Electric and
Gas.  He is not related to our director, Henry B. Cook,
Jr.





Russell S. Millerrejoined
Corning as our director of gas supply and marketing in June
2008.  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 International
Business Machines Corp., or 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.  In the last fiscal year, Matthew Cook did not timely file a
Form 3 upon his appointment as our vice president of
operations.  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 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.





Audit Committee
Report.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.  The audit committee reviews
management’s programs to monitor compliance with our policies on business ethics
and risk management.


5





The audit
committee is comprised of Mr. Smith, the committee’s chairman, Mr. Cook, Mr.
Rigo and Mr. Welch.  The committee met six times in the last fiscal
year.  Mr. Smith, Mr. Cook, Mr. Rigo and Mr. Welch 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. Smith
meets the qualifications for designation as a financial expert as defined in SEC
rules through his experience as the chief financial officer of Energy West,
Incorporated, 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 Rotenberg &
Co. LLP, our independent accounting firm.  The audit committee also
discussed with Rotenberg & Co. the matters required by Statement on Auditing
Standards No. 61, “Communication with Audit Committees.”  The audit
committee reviewed with Rotenberg & Co., 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.





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
Independence Standards Board Standard No. 1, “Independence Discussions with
Audit Committees,” 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 Rotenberg & Co., (2) management’s assessment of the effectiveness of our
internal control over financial reporting, and (3) the receipt of an opinion
from Rotenberg & Co., dated December 11, 2008, stating that the Corning’s
financial statements for the year ended September 30, 2008 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, 2008, for filing with the SEC.


6





Audit
Committee




Thomas
J. Smith, Chairman


Henry
B. Cook, Jr.


Stephen
G. Rigo


George
J. Welch





ITEM
11.  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(1)
                                                      ($)
                                                    
                                                    
                                                    Change in Pension
                                                      Value and
                                                      Nonqualified
                                                      Deferred
                                                      Compensation
                                                      Earnings
                                                      ($)
                                                    
                                                    
                                                    All Other
                                                      Compensation(2)
                                                      ($)
                                                    
                                                    
                                                    Total
                                                      ($)Michael
      I. German, President and Chief
                                                    
                                                    2008
                                                    
                                                    
                                                    150,000
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    187,933
                                                    
                                                    
                                                    
                                                    26,644
                                                    
                                                    
                                                    
                                                    3,375
                                                    
                                                    
                                                    
                                                    367,952Executive
      Officer
                                                    
                                                    2007
                                                    
                                                    
                                                    118,269
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    39,367
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    157,636Firouzeh
      Sarhangi, Chief Financial Officer and
                                                    
                                                    2008
                                                    
                                                    
                                                    113,263
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    4,754
                                                    
                                                    
                                                    
                                                    16,377
                                                    
                                                    
                                                    
                                                    3,198
                                                    
                                                    
                                                    
                                                    137,592Treasurer
                                                    
                                                    2007
                                                    
                                                    
                                                    111,320
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    16,192
                                                    
                                                    
                                                    
                                                    3,340
                                                    
                                                    
                                                    
                                                    130,852Stanley
      G. Sleve, Vice President – Administration and Corporate
                                                    
                                                    2008
                                                    
                                                    
                                                    100,790
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    4,754
                                                    
                                                    
                                                    
                                                    26,721
                                                    
                                                    
                                                    
                                                    3,024
                                                    
                                                    
                                                    
                                                    135,289Secretary
                                                    
                                                    2007
                                                    
                                                    
                                                    97,290
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    —
                                                    
                                                    
                                                    
                                                    19,163
                                                    
                                                    
                                                    
                                                    2,919
                                                    
                                                    
                                                    
                                                    119,372





(1)
Amounts represent the FAS 123(R) compensation expense recognized on outstanding
stock option awards.  The compensation expense is spread over the
vesting period on outstanding stock option awards made during 2008, 2007 and
prior years.  We use the Black-Scholes option pricing model to
estimate compensation cost for stock option awards.  The assumptions
used in the model were (1) expected term of 3.35 years for each option, (2)
dividend yield of 0.0%, (3) expected price volatility of 36.62, and (4) a
risk-free interest rate of 4.53%




(2) The
amounts reported include 401(k) matching contributions by Corning in fiscal 2008
of $3,375 for Mr. German, $3,198 for Ms. Sarhangi and $3,024 for Mr. Sleve and
in 2007 of $3,340 for Ms. Sarhangi and $2,919 for Mr. Sleve.


7





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 in the event of a change in control of Corning or other
termination of his 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.





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.”


8




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
                                                        DateMichael
      I. German
                                                      
                                                      
                                                      —
                                                      
                                                      
                                                      
                                                      15,000
                                                      
                                                      
                                                      
                                                      17.00
                                                      
                                                      9/23/2013
                                                      (1)45,000
                                                      
                                                      
                                                      
                                                      25,000
                                                      
                                                      
                                                      
                                                      15.00
                                                      
                                                      11/05/2011
                                                      (2)Firouzeh
      Sarhangi
                                                      
                                                      
                                                      —
                                                      
                                                      
                                                      
                                                      1,000
                                                      
                                                      
                                                      
                                                      17.00
                                                      
                                                      9/23/2013
                                                      (3)Stanley
      G. Sleve
                                                      
                                                      
                                                      —
                                                      
                                                      
                                                      
                                                      1,000
                                                      
                                                      
                                                      
                                                      17.00
                                                      
                                                      9/23/2013
                                                      (3)





(1) The
option is 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
option is 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
option is exercisable on 9/23/2009.





Director
Compensation.On April 1, 2008, the
board of directors agreed to increase the compensation for all board members
from 50 shares of our restricted common stock for each quarter of service as a
director to 150 shares of our restricted common stock for each quarter of
service as a director.  The shares awarded will become unrestricted
upon a director leaving the board.  Directors who also serve as
officers of Corning are not compensated for their service as
directors.  In fiscal 2008, directors received compensatory
shares for service from January 2007 through May 2008.  Directors have
not yet received compensatory shares for service after May
2008.  Information regarding shares of restricted stock awarded to
directors in fiscal 2008 is summarized below.





Name
                      
                      Fees
      Earned or
                        Paid
      in Cash
                        ($)
                      
                      
                      Stock
      Awards
                        ($)
                      
                      
                      All
      Other
                        Compensation
                        ($)
                      
                      
                      Total
                        ($)Henry
      B. Cook, Jr.
                      
                      
                      —
                      
                      
                      
                      3,280
                      
                      
                      
                      —
                      
                      
                      
                      3,280Ted
      W. Gibson
                      
                      
                      —
                      
                      
                      
                      4,100
                      
                      
                      
                      —
                      
                      
                      
                      4,100Stephen
      G. Rigo
                      
                      
                      —
                      
                      
                      
                      3,280
                      
                      
                      
                      —
                      
                      
                      
                      3,280Richard
      M. Osborne
                      
                      
                      
                      
                      
                      
                      4,100
                      
                      
                      
                      
                      
                      
                      
                      4,100Thomas
      J. Smith
                      
                      
                      —
                      
                      
                      
                      4,100
                      
                      
                      
                      —
                      
                      
                      
                      4,100George
      J. Welch
                      
                      
                      —
                      
                      
                      
                      3,280
                      
                      
                      
                      —
                      
                      
                      
                      3,280




9





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





Security Ownership of
Principal Shareholders and Management.The following table sets
forth, as of January 23, 2009, 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
      StockNames
      and Address(1)(2)
                        
                        Shares
                        
                        
                        Right
      to
                          Acquire(3)
                        
                        
                        Total
                        
                        
                        PercentageThe
      Gabelli Group(4)
                          One Corporate Center
                          Rye, NY 10580
                        
                        
                        159,000
                        
                        
                        
                        52,290
                        
                        
                        
                        211,290
                        
                        
                        
                        24.2
                        %Michael
      I. German(5)
                        
                        
                        130,628
                        
                        
                        
                        82,064
                        
                        
                        
                        212,692
                        
                        
                        
                        23.6
                        %Richard
      M. Osborne(6)
                        
                        
                        119,382
                        
                        
                        
                        14,000
                        
                        
                        
                        133,382
                        
                        
                        
                        16.0
                        %Mitchell
      Partners, L.P.(7)
                          3187-D Airway Avenue
                          Costa Mesa, CA
    92626
                        
                        
                        47,852
                        
                        
                        
                        29,976
                        
                        
                        
                        77,828
                        
                        
                        
                        9.1
                        %Ted
      W. Gibson(8)
                        
                        
                        26,585
                        
                        
                        
                        17,500
                        
                        
                        
                        44,085
                        
                        
                        
                        5.3
                        %Henry
      B. Cook, Jr.(9)
                        
                        
                        5,470
                        
                        
                        
                        3,549
                        
                        
                        
                        9,019
                        
                        
                        
                        1.1
                        %Firouzeh
      Sarhangi(10)
                        
                        
                        4,776
                        
                        
                        
                        1,672
                        
                        
                        
                        6,448
                        
                        
                        
                        *George  J.
      Welch(11)
                        
                        
                        3,262
                        
                        
                        
                        1,072
                        
                        
                        
                        4,334
                        
                        
                        
                        *Stanley
      G. Sleve(12)
                        
                        
                        2,614
                        
                        
                        
                        1,020
                        
                        
                        
                        3,634
                        
                        
                        
                        *Thomas
      J. Smith(13)
                        
                        
                        250
                        
                        
                        
                        —
                        
                        
                        
                        250
                        
                        
                        
                        *Stephen
      G. Rigo(14)
                        
                        
                        200
                        
                        
                        
                        —
                        
                        
                        
                        200
                        
                        
                        
                        *All
      directors, director nominees and executive officers as a group (10
      individuals)
                        
                        
                        293,167
                        
                        
                        
                        120,877
                        
                        
                        
                        414,044
                        
                        
                        
                        44.0
                        %




* 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 common stock
      owned.




(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
      120,000 shares of common stock and 41,790 warrants held by Gabelli Funds,
      LLC and 31,000 shares and 10,500 warrants held by Teton Advisors,
      Inc.  Each of Gabelli Funds and Teton Advisors has sole voting
      and dispositive power over the shares of common stock held by
      it.  Based solely on information in Amendment No. 7 to Schedule
      13D filed with the SEC on August 14,
2008.




(5)
            Includes
      (1) 2,876 shares of common stock owned by Mr. German’s sons, (2) 40,000
      options to purchase common stock and (3) warrants to purchase 42,064
      shares of common stock.  10,000 shares of common stock 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
      250 shares of restricted stock and warrants to purchase 14,000 shares of
      common stock.  The restricted stock is held by Mr. Osborne
      individually.  All other shares of common stock and all warrants
      are owned by the Richard M. Osborne Trust, an Ohio trust of which Mr.
      Osborne is the sole trustee.




10




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




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




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




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




(11)
            Includes
      200 shares of restricted stock and warrants to purchase 1,072 shares of
      common stock.  3,062 shares of common stock and all 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
      250 shares of restricted stock.




(14)
            Includes
      200 shares of restricted stock.





Equity Compensation Plan
Information.The Corning Natural Gas
Corporation 2007 Stock Plan provides for the issuance of 121,432 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 increase to the
number of shares equal to 15% of the shares outstanding.  As of
September 30, 2008, there were 89,000 options outstanding and the maximum number
of shares available for future grants under the plan was 27,432.





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
              
              
              89,000
              
              
              
              $15.43
              
              
              
              27,432Equity
      compensation plans not approved by security holders
              
              
              —
              
              
              
              —
              
              
              
              —Total
              
              
              89,000
              
              
              
              $15.43
              
              
              
              27,432





ITEM
13.  Certain Relationships and Related Transactions and Director
Independence





Certain Relationships and
Related Transactions.  Corning did not participate in any
transactions with related persons in the last fiscal year.





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
applicable laws and regulations and the listing standards of the New York Stock
Exchange.


11





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, 2008 and 2007, by our independent registered public
accounting firm, Rotenberg & Co. LLP, Certified Public Accountants of
Rochester, New York.





2008
                  
                  
                  2007Audit
      Fees
                  
                  $
                  84,000
                  
                  
                  $
                  84,000Audit-Related
      Fees
                  
                  
                  —
                  
                  
                  
                  —Tax
      Fees
                  
                  $
                  16,000
                  
                  
                  $
                  16,000All
      Other Fees
                  
                  $
                  11,000
                  
                  
                  $
                  11,000Total
                  
                  $
                  111,000
                  
                  
                  $
                  111,000





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, 2008 and 2007.





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.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 the fiscal years ended
September 30, 2008 and 2007.





The audit
committee authorized the payment by us of the fees billed to us by Rotenberg
& Co. in fiscal 2008 and 2007.  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. In fiscal
2008 and 2007, Rotenberg & Co. had no direct or indirect financial interest
in Corning in the capacity of promoter, underwriter, voting director, officer or
employee.





ITEM
15. Exhibits and Financial Statement Schedules.





31.1
            Principal
      Executive Officer’s Certification pursuant to Section 302 of the Sarbanes
      Oxley Act





31.2
            Principal
      Financial Officer’s Certification pursuant to Section 302 of the Sarbanes
      Oxley Act




12


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Corning Natural Gas
      Corporation
                (Registrant)Date
      January 28, 2009
              /s/ Firouzeh SarhangiBy:
      Firouzeh Sarhangi, Chief Financial Officer and
                Treasurer





KNOW ALL
THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Firouzeh Sarhangi, his true and lawful attorney-in-fact
and agents, with full power of substitution, for him in any and all capacities,
to sign any and all amendments to this Report on Form 10-K/A, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute, may do or cause to be done by virtue
hereof.





Pursuant
to the requirements of the Securities Exchange Act of 1934, this Amendment No. 1
to Annual Report has been signed below by the following persons on behalf of the
registrant and in the capacitated and on the dates indicated.





/s/ Michael I. German
                                                          
                                                          Chief
      Executive Officer,Michael
      I. German
                                                          
                                                          President
      and Director
                                                          January
      28, 2009/s/ Firouzeh Sarhangi
                                                          
                                                          Chief
      Financial Officer andFirouzeh
      Sarhangi
                                                          
                                                          Treasurer
                                                          January
      28, 2009/s/ Richard M. Osborne
                                                          
                                                          Chairman
      of the Board andRichard
      M. Osborne
                                                          
                                                          Director
                                                          January
      28, 2009/s/ Henry B. Cook, Jr.Henry
      B. Cook, Jr.
                                                          
                                                          Director
                                                          January
      28, 2009/s/ Ted W. GibsonTed
      W. Gibson
                                                          
                                                          Director
                                                          January
      28, 2009/s/ Stephen G. RigoStephen
      G. Rigo
                                                          
                                                          Director
                                                          January
      28, 2009/s/ Thomas J. SmithThomas
      J. Smith
                                                          
                                                          Director
                                                          January
      28, 2009/s/ George J. WelchGeorge
      J. Welch
                                                          
                                                          Director
                                                          January
      28,
2009




13