SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D.C.  20549 

                                FORM 10-K

             ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) 
                 OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended September 30, 1997 Commission file number 0-367
                          ------------------                        -----

                           ROANOKE GAS COMPANY
----------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)

             Virginia                                 54-0359895
-----------------------------------------       -------------------------
 (State or other jurisdiction of                   (I.R.S.  Employer
 incorporation or organization)                    Identification No.)

 519 Kimball Ave., N.E., Roanoke, VA                     24016
-----------------------------------------       -------------------------
 (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code   (540) 983-3800
                                                   ----------------------

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:

                                                Name of Each Exchange on
   Title of Each Class                              Which Registered
---------------------------                     ------------------------
                                                       OTC (Nasdaq
Common Stock, $5 Par Value                          National Market)
---------------------------                     ------------------------

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 [ X ]  No  [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) 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.     [   ]

State the aggregate market value of the voting stock held by nonaffiliates
of the registrant as of November 21, 1997.   $27,636,246
                                             -----------
<PAGE>
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

         Class                           Outstanding at November 21, 1997
--------------------------               --------------------------------
COMMON STOCK, $5 PAR VALUE                       1,535,347 SHARES
--------------------------               --------------------------------

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the 1997 Annual Report to Stockholders are incorporated by
reference into Parts II and IV hereof.

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held on January 26, 1998 are incorporated by reference into Part III hereof.
<PAGE>
                                 PART I
                                 ------

Item 1.    Business.
------     --------

           Historical Development
           ----------------------
           Roanoke Gas Company ("Roanoke Gas") was organized as a public
           service corporation under the laws of the Commonwealth of
           Virginia in 1912.  The principal service of Roanoke Gas was, and
           continues to be, the distribution and sale of natural gas. 
           Commencing in 1972, the distribution and sale of propane gas was
           added to Roanoke Gas' line of business.  The propane business
           was transferred to Diversified Energy Company, d/b/a Highland
           Propane Company ("Highland"), in January 1979.  Highland, which
           is not a public utility, distributes and sells propane in
           Southwestern Virginia and Southern West Virginia.

           On May 15, 1987, Roanoke Gas, through a series of merger
           transactions, acquired 100 percent of the outstanding stock of
           Bluefield Gas Company ("Bluefield"), a public service
           corporation, organized in 1944 under the laws of the State of
           West Virginia and principally engaged in the distribution of
           natural gas in Bluefield, West Virginia and surrounding areas,
           and Gas Service, Inc. ("Gas Service"), a nonpublic utility
           affiliate (through common directors and shareholders) of
           Bluefield, which was engaged in the sale of propane in
           southwestern Virginia and southern West Virginia.  After
           obtaining requisite shareholder approval and the approvals of
           the Virginia State Corporation Commission ("Virginia
           Commission") and the West Virginia Public Service Commission
           ("West Virginia Commission"), Gas Service was merged into
           Highland, and Bluefield became a wholly-owned subsidiary of
           Roanoke Gas.  Bluefield owns all of the issued and outstanding
           stock of Commonwealth Public Service Corporation
           ("Commonwealth"), a small Virginia public service corporation
           organized in 1930 as the subsidiary of a predecessor corporation
           to Bluefield.

           In March 1994, the gas marketing division of Highland Propane
           was established to broker natural gas to several industrial
           transportation customers of Roanoke Gas and Bluefield Gas.

           Services
           --------
           Roanoke Gas Company and its subsidiaries (together "Company")
           maintain an integrated natural gas distribution system.  Natural
           gas is purchased from suppliers and distributed to residential,
           commercial and large industrial users through underground mains
           and services.  Approximately 90.1 percent of the Company's
           customers are residential, approximately 9.8 percent are small
           commercial users, and the remaining percentage is made up of
           large industrial customers, who received approximately 27
           percent of the Company's total annual delivered volume under the
           Company's interruptible tariff and transportation gas services.
<PAGE>
Item 1.    Business. (continued)
------     --------

           Services (continued)
           --------
           The Company's natural gas distribution business accounted for 89
           percent of the total revenues generated by the Company in fiscal
           1997, and 92 percent and 91 percent of the Company's total
           revenues in fiscals 1996 and 1995, respectively.  The Company's
           revenues are affected by the cost of natural gas, economic
           conditions in the areas that the Company serves and weather
           conditions.  Higher gas costs, which the Company is generally
           able to pass through to customers, may cause customers to
           conserve, or in the case of industrial customers, to use
           alternative energy sources.  In recent years, however,
           regulatory changes at the federal level and excess supply in the
           natural gas industry have led to a national spot market for
           natural gas and an increase in the number of suppliers of
           natural gas.

           The Company's retail sales are seasonal and temperature-
           sensitive as the majority of the gas sold by the Company is used
           for heating.  For the fiscal year ended September 30, 1997, more
           than 50 percent of the Company's total MCF of natural gas sales
           were made in the four-month period of December through March. 
           Retail gas deliveries for fiscal 1997 were 10,804,045 MCF, as
           compared to 11,169,948 MCF and 9,961,877 MCF in fiscals 1996 and
           1995, respectively.  The Company's actual heating degree days in
           fiscal 1997 were approximately 102 percent of normal, as
           compared with approximately 111 percent of normal in fiscal 1996
           and approximately 90 percent of normal in fiscal 1995.

           In prior years, the Company and its public service subsidiaries
           sold and installed gas appliances and parts and offered
           servicing of such appliances.  These unregulated activities did
           not contribute materially to the Company's consolidated gross
           revenues.  Management's analysis during 1995 indicated that it
           is more cost effective to outsource gas appliance sales. 
           Accordingly, the Company discontinued general merchandising
           operations during the fourth quarter of fiscal 1995.

           The risks and uncertainties that may affect the operations,
           performance, development and results of the Company's business
           include the following:  (i) obtaining adequate rate relief from
           regulatory authorities on a timely basis; (ii) earning on a
           consistent basis an adequate return on invested capital;
           (iii) increasing expenses and labor costs and availability;
           (iv) price competition from alternate fuels; (v) volatility in
           the price of natural gas and propane; (vi) some uncertainty in
           the projected rate of growth of natural gas and propane
           requirements in the Company's service area; and (vii) general
           economic conditions both locally and nationally.  In addition,
           the Company's business is seasonal in character and strongly
           influenced by weather conditions.  Extreme changes in winter
           heating degree days from the normal or mean can have significant
           short-term impacts on revenues and gross margin.  Management of
           the Company believes that the Company has the resources to deal
           successfully with these and other issues.
<PAGE>
Item 1.    Business. (continued)
------     --------

           Suppliers
           ---------
           Effective November 1, 1993, the natural gas transportation
           pipelines supplying the Company, including Columbia Gas
           Transmission Corporation and Columbia Gulf Transmission
           Corporation (together "Columbia") and East Tennessee Natural Gas
           Company and Tennessee Gas Pipeline (together "East Tennessee"),
           have operated under Federal Energy Regulatory Commission
           ("FERC") Order 636.  This Order 636 restructuring was the start
           of a new era in the natural gas industry when the responsibility
           of gas supply procurement and management was shifted from the
           pipeline companies to the local distribution companies and to
           other "shippers" of natural gas.

           The cornerstone of Order 636 is the "unbundling" of pipeline
           services to provide a number of choices to shippers.  The
           Company can now elect to choose who it buys its gas from, how
           much storage gas to purchase, how much transportation capacity
           to keep and how much to release.  The Company constantly
           monitors its gas requirements to minimize exposure to pipeline
           penalties for insufficient supplies or excessive gas injections. 
           The Company's new "shipper" responsibilities are expected to
           bring increased scrutiny from the state commissions as they
           monitor the Company's gas purchasing practices to assure that a
           "least cost with adequate reliability" policy is followed. 
           Accordingly, the Company has worked diligently to ensure its
           customers will have an economical and reliable gas supply. 
           Management believes the relationships the Company has built with
           its suppliers as it constructed a supply portfolio will allow it
           to continue to attain this goal.

           The Company currently uses long-term (multi-year), mid-term
           (seasonal) and short-term (spot) gas purchases to meet its
           system requirements.  The Company has entered into, or is in the
           process of entering into, long-term supply agreements to cover
           the majority of its firm transportation needs.  Long-term
           suppliers currently include Amoco Energy Trading, Columbia
           Energy Services, and L,G&E Natural Gas.  The Company has also
           entered into nine short-term contracts with seven natural gas
           suppliers to purchase approximately 2,149,000 DTH of natural gas
           at varying prices during the period October 1, 1997 through
           September 30, 1998.  The Company has also provided notice of bid
           awards to two natural gas suppliers, and anticipates these
           notices to result in contracts to purchase an additional
           1,703,000 DTH of natural gas at varying prices during fiscal
           year 1998.

           With the growth of the spot gas market, gas prices have
           developed a pronounced seasonal pattern, with summer to winter
           price swings of as much as 40 percent.  The Company tries to
           take advantage of this opportunity by injecting lower-priced
           summer gas into its liquefied natural gas storage facility,
           which is capable of storing 220,000 DTH for use during peak
           winter periods.  In addition, the Company has contracted for
           extensive storage reserves from Columbia, Tennessee Gas Pipeline
           and Virginia Gas Storage Company, with a combined total of
<PAGE>
Item 1.    Business. (continued)
------     --------

           Suppliers (continued)
           ---------

           4,358,631 DTH of underground storage capacity for Roanoke and
           Bluefield.  These reserves were available for summer 1997
           storage injections using spot market supply.  This increased
           storage capacity provides supply security with reduced exposure
           to potential supply interruptions.  It also offers the Company
           the flexibility to balance supply with its highly-variable,
           weather-sensitive customer consumption patterns.  In addition,
           the Company participates in pipeline capacity release programs
           to further minimize the cost of firm service to its customers by
           reselling pipeline capacity not needed during the warmer months.

           Columbia continues to be the Company's primary transporter of
           natural gas.  Columbia historically has delivered two-thirds of
           Roanoke Gas' gas supply and 100 percent of Bluefield's gas
           supply.  East Tennessee continues to be the Company's other
           major source of supply.  Historically, East Tennessee has
           delivered one-third of the Company's natural gas supply.  The
           rates paid for natural gas transportation and storage services
           purchased from Columbia and East Tennessee are established by
           tariffs approved by the FERC.  These tariffs contain flexible
           pricing provisions which, in some instances, authorize these
           suppliers to reduce rates and charges to meet price competition.

           Having two major pipeline transporters, an adequate peak shaving
           facility and a number of underground storage options, the
           Company believes that it is well positioned to provide adequate
           gas supply for future customer growth.  The Company has been,
           and will continue to be, flexible and creative as it markets its
           own transportation capacity and makes its gas purchasing
           decisions.  The Company believes that Order 636 provides
           regulatory stability.  Additionally, the increased opportunities
           available in a deregulated natural gas supply environment may
           result in additional market forces that establish gas prices and
           help keep them more consistent and competitive.

           Highland has entered into storage and purchase contracts for a
           substantial portion of its winter supply of propane.  At
           September 30, 1997, Highland has three short-term contracts with
           propane suppliers for the purchase of 2,952,500 gallons of
           propane at varying prices per gallon during the period October
           1, 1997 through September 30, 1998.  Management believes these
           storage and purchase contracts will help control the effects of
           wholesale price swings during peak sales months and provide
           added supply security.

           In addition to storage contracts, Highland Propane has nine
           storage facilities, providing a combined total storage of
           384,000 gallons. Management believes its propane supply
           strategies have made Highland well positioned to provide an
           adequate propane supply to current customers and allow for
           future customer growth.
<PAGE>
Item 1.    Business. (continued)
------     --------

           Competition
           -----------
           The Company competes with other energy sources such as fuel oil,
           electricity and coal.  Competition is intense among the
           competing energy sources and is based primarily on price.  This
           is particularly true for industrial applications where sales are
           at risk to price competition in markets which may swing to
           residual and other fuel oils.

           Roanoke Gas and Commonwealth currently hold the only franchises
           and/or certificates of public convenience and necessity to
           distribute natural gas in their respective Virginia service
           areas.  The franchises generally extend for multi-year periods
           and are renewable by the municipalities.  Certificates of public
           convenience and necessity, which are issued by the Virginia
           Commission, are of perpetual duration, subject to compliance
           with regulatory standards.

           Bluefield Gas Company holds the only franchise to distribute
           natural gas in its West Virginia service area.  Its franchise
           extends for a period of 30 years from August 23, 1979.

           Management anticipates that the Company will be able to renew
           all of its franchises when they expire.  There can be no
           assurance, however, that a given jurisdiction will not refuse to
           renew a franchise or will not in connection with the renewal of
           a franchise, impose certain restrictions or conditions that
           could adversely affect the Company's business operations or
           financial condition.

           Supervision and Regulation
           --------------------------
           Roanoke Gas and its public service subsidiaries are subject to
           regulation at federal and state levels.  Federally, the
           interstate gas transmission between Bluefield and Commonwealth
           is regulated by the FERC.  At the state level, Roanoke Gas and
           its public service subsidiaries are regulated by the Virginia
           and West Virginia Commissions.  Such regulation includes the
           prescription of rates and charges at which natural gas is sold
           to customers and the approval of agreements between or among
           affiliated companies involving the provision of goods and
           services and other corporate activities of the Company,
           including mergers, acquisitions and the issuance of securities. 
           The Virginia Commission also grants certificates of public
           convenience and necessity to distribute natural gas in counties
           in the Commonwealth of Virginia.  Bluefield's West Virginia
           operations are regulated by the West Virginia Commission, which
           regulates the rates at which natural gas may be sold, certain
           corporate activities of Bluefield and pipeline safety.
<PAGE>
Item 1.    Business. (continued)
------     --------

           Supervision and Regulation (continued)
           --------------------------
           Roanoke Gas' and its public service subsidiaries' Virginia and
           West Virginia operations are further supervised by
           municipalities and localities which grant franchises for the
           placement of gas distribution pipelines and the operation of a
           gas distribution network.

           Both Roanoke Gas and Bluefield operated manufactured gas plants
           (MGPs) as a source of fuel for lighting and heating until the
           early 1950's.  The process involved heating coal in a low-oxygen
           environment to produce a manufactured gas that could be
           distributed through Roanoke Gas' and Bluefield's pipeline
           systems to customers.  A by-product of the process was coal tar,
           and the potential exists for on-site tar waste contaminants at
           both former plant sites.  The extent of contaminants at these
           sites is unknown at this time, and the Company has not performed
           formal analysis at the Roanoke Gas MGP site.  An analysis at the
           Bluefield site indicates some soil contamination.  The Company,
           with concurrence of legal counsel, does not believe any events
           have occurred requiring regulatory reporting.  Further, the
           Company has not received any notices of violation or liabilities
           associated with environmental regulations related to the MGP
           sites and is not aware of any off-site contamination or
           pollution as a result of these prior operations.  Therefore, the
           Company has no plans for subsurface remediation at either of the
           MGP sites.  Should the Company eventually be required to
           remediate either of the MGP sites, the Company will pursue all
           prudent and reasonable means to recover any related costs,
           including insurance claims and regulatory approval for rate case
           recognition of expenses associated with any work required. 
           Based upon prior orders of the Virginia Commission related to
           environmental matters at other companies, Roanoke Gas believes
           it will be able to recover prudently incurred costs. 
           Additionally, a stipulated rate case agreement between Bluefield
           and the West Virginia Commission recognizes Bluefield's right to
           defer MGP clean-up costs, should any be incurred, and to seek
           rate relief for such costs.  If the Company eventually incurs
           costs associated with a required clean-up of either MGP site,
           the Company anticipates recording a regulatory asset for such
           clean-up costs which are anticipated to be recoverable in futur
           rates.  Based on anticipated regulatory actions and current
           practices, management believes that any costs incurred related
           to the previously-mentioned environmental matters will not have
           a material effect on the Company's consolidated financial
           position.
<PAGE>
Item 1.    Business. (continued)
------     --------

           Employees
           ---------
           At September 30, 1997, the Company had 155 full-time employees. 
           As of that date, approximately 35 percent of the Company's full-
           time employees belonged to the Oil, Chemical and Atomic Workers
           International Union, AFL-CIO Local No. 3-515, which has entered
           into a collective bargaining agreement with the Company.  The
           union has been in place at the Company since 1952.  A new
           collective bargaining agreement became effective on August 1,
           1997.  That agreement will expire on July 31, 1998.  The Company
           considers its employee relations to be satisfactory.

Item 2.    Properties.
------     ----------
           Roanoke Gas owns and operates five metering stations through
           which it measures and regulates the gas being delivered by its
           suppliers.  The location and physical description of the
           properties are as follows:

           Plantation Station - Parcel on Virginia Highway #601 near point
           of intersection of Hershberger Road (Rt. 623) and Rt. 601 -
           1.590 acres.

           J. M. Mason Station - S/E corner of Lakeside Circle and east of
           Lot #4 of Mill Road subdivision just east of Kessler Mill Road -
           .842 acres.

           Sugarloaf Station - Parcel fronting on S/L of Rt. 686 and W/L of
           Lynnson Drive - .111 acres.

           Clearbrook Station - Parcel 356' west of Rt. 675 and 0.2 mile
           south of Rt. 220 - .255 acres.

           Cave Spring Station - N/L Route 221 just west of Route 688 -
           3.93 acres.

           The network of distribution lines includes the cities of Roanoke
           and Salem, the Town of Vinton, and the counties of Roanoke,
           Montgomery, Botetourt and Bedford.

           Located in Botetourt County is a liquefied natural gas storage
           facility which has the capacity to hold 220,000 DTH of natural
           gas.  The County issued Industrial Revenue Bonds to finance this
           facility.  Roanoke Gas had a twenty-year lease on the facility
           with the option to purchase for a nominal amount.  The lease
           expired May 1, 1991, and the facility was purchased by Roanoke
           Gas.
<PAGE>
Item 2.    Properties. (continued)
------     ----------

           Roanoke Gas' general and business offices and the maintenance
           and service departments are located in Roanoke, Virginia on an
           irregularly shaped parcel of land running from H. L. Lawson and
           Son, Inc. south to Norfolk Southern Computer Center fronting on
           Kimball Avenue to the west to the Norfolk Southern Railway yard. 
           The land area is 8.3 acres.

           Bluefield Gas Company's main corporate office and warehouse is
           located on 6.09 acres at 4699 East Cumberland Road and consists
           of a one-story metal building with brick front.  Bluefield owns
           a lot at 800 Pulaski Street, Bluefield, West Virginia.  In
           addition, Bluefield owns two lots in the City of Bluefield, West
           Virginia, comprising approximately 1.23 acres, upon which its
           high pressure regulator stations are located.

           In West Virginia, Highland Propane owns an office, loading
           platform, garage and storage tank facility in Rainelle.  The
           storage facility consists of two 18,000 gallon tanks, pumps and
           related equipment.  A 30,000 gallon storage facility is also
           located in Ansted.

           Another storage facility, comprising two 30,000 gallon tanks,
           one 18,000 gallon tank, pumps and related equipment, is located
           on Bluefield Gas Company's property at 800 Pulaski Street,
           Bluefield, West Virginia.

           In Virginia, Highland Propane owns and operates six storage
           facilities.  A facility at Thirlane Road, N.W. in Roanoke
           consists of two 30,000 gallon tanks.  A second facility at Fort
           Chiswell, Virginia consists of two 30,000 gallon tanks.  The
           third facility is located on the property of Consolidated Glass
           in Galax, Virginia and consists of one 30,000 gallon tank.  A
           fourth storage facility is located in Craig County, Virginia,
           near the town of New Castle, and also consists of one 30,000
           gallon tank.  A fifth facility located in Floyd County, Virginia
           consists of one 30,000 gallon tank.  A sixth facility is located
           on the property of Virginia Forging in Botetourt County, near
           the town of Buchanan, and consists of one 30,000 gallon tank.

           The Company considers present properties adequate.  Additional
           distribution lines will be constructed as communities develop.

Item 3.    Legal Proceedings.
------     -----------------
           Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders.
------     ---------------------------------------------------
           There were no matters submitted to a vote of security holders
           during the fourth quarter of the year ended September 30, 1997.
<PAGE>
           Executive Officers of the Registrant
           ------------------------------------
           Pursuant to General Instruction G(3) of Form 10-K, the following
           list is included as an unnumbered Item in Part I of this report
           in lieu of being included in the Proxy Statement for the Annual
           Meeting of Stockholders to be held on January 26, 1998.

           The names, ages and positions of all of the executive officers
           of Roanoke Gas as of September 30, 1997 are listed below with
           their business experience for the past five years.  Officers are
           appointed annually by the Board of Directors at the meeting of
           directors immediately following the Annual Meeting of
           Stockholders.  There are no family relationships among these
           officers, nor any agreement or understanding between any officer
           and any other person pursuant to which the officer was selected.

           Previous and present duties and responsibilities:

<TABLE>
<CAPTION>
                                         Position and Business
   Name and Age                        Experience for Past Five Years
---------------------------  ---------------------------------------------------------
<S>                          <C>                           <C>
Frank A. Farmer, Jr., 65       January 1991 to present        Director, President
                                                                and Chief Executive
                                                                Officer


Roger L. Baumgardner, 55       January 1986 to present        Vice President,
                                                                Secretary and
                                                                Treasurer

Arthur L. Pendleton, 46        January 1991 to present        Vice President -
                                                                Operations


John B. Williamson, III, 43    January 1993 to present        Vice President -
                                                                Rates and Finance

                               April 1992 to January 1993     Director of Rates and
                                                                Finance

                               Prior to April 1992            County Administrator
                                                                of Botetourt County,
                                                                Virginia

J. David Anderson, 50          January 1986 to present        Assistant Secretary
                                                                and Assistant
                                                                Treasurer
</TABLE>
<PAGE>
                                  PART II
                                  -------
Item 5.     Market for Registrant's Common Equity and Related Stockholder
------      -------------------------------------------------------------
            Matters.
            -------
            The information set forth under the caption "Market Price and
            Dividend Information" on page 6 of the 1997 Annual Report to
            Stockholders is incorporated herein by reference.

Item 6.     Selected Financial Data.
------      -----------------------
            The information set forth under the caption "Selected Financial
            Data" on page 7 of the 1997 Annual Report to Stockholders is
            incorporated herein by reference.

Item 7.     Management's Discussion and Analysis of Financial Condition and
------      ---------------------------------------------------------------
            Results of Operations.
            ---------------------
            The information set forth under the captions "Review of
            Operations" and "Management's Discussion and Analysis of
            Financial Condition and Results of Operations" on pages 3 through
            12 of the 1997 Annual Report to Stockholders is incorporated
            herein by reference.

Item 8.     Financial Statements and Supplementary Data.
------      -------------------------------------------
            The following consolidated financial statements of the registrant
            and the Independent Auditors' Report set forth on pages 13
            through 31 of the 1997 Annual Report to Stockholders are
            incorporated herein by reference:

            1. Independent Auditors' Report

            2. Consolidated Balance Sheets as of September 30, 1997 and 1996

            3. Consolidated Statements of Earnings for the Years Ended
               September 30, 1997, 1996 and 1995

            4. Consolidated Statements of Stockholders' Equity for the Years
               Ended September 30, 1997, 1996 and 1995

            5. Consolidated Statements of Cash Flows for the Years Ended
               September 30, 1997, 1996 and 1995

            6. Notes to Consolidated Financial Statements as of September 30,
               1997 and 1996 and Years Ended September 30, 1997, 1996 and
               1995
<PAGE>
Item 9.     Changes in and Disagreements with Accountants on Accounting and
------      ---------------------------------------------------------------
            Financial Disclosure.
            --------------------
            At its meeting on July 28, 1997, the Board of Directors of
            Roanoke Gas Company (the "Company"), upon recommendation of the
            Audit Committee, appointed Deloitte & Touche LLP as independent
            accountants to audit the financial statements of the Company and
            its subsidiaries for the years ending September 30, 1998, 1999
            and 2000.  KPMG Peat Marwick LLP ("KPMG") previously had served
            as the Company's certifying accountants since 1990.  The Board of
            Directors solicited competitive bids from accountants interested
            in serving as the Company's auditor.  From the bids received, the
            Audit Committee recommended Deloitte & Touche LLP to the Board of
            Directors. 

            KPMG's auditors' report on the Company's financial statements for
            the past two fiscal years ended September 30, 1997 contained no
            adverse opinion or a disclaimer of opinion, nor were they
            qualified or modified as to uncertainty, audit scope, or
            accounting principles.  During the Company's two most recent
            fiscal years and the subsequent interim period through December
            19, 1997, there were no disagreements with KPMG on any matter of
            accounting principles or practices, financial statement
            disclosure, or auditing scope or procedure which, if not resolved
            to the satisfaction of KPMG, would have caused it to make a
            reference to the subject matter of the disagreement in connection
            with its auditors' report.  

                                 PART III
                                 --------
Item 10.    Directors and Executive Officers of the Registrant.
-------     --------------------------------------------------
            For information with respect to the executive officers of the
            registrant, see "Executive Officers of the Registrant" at the end
            of Part I of this report.  For information with respect to the
            Directors of the registrant, see "Election of Directors" at pages
            3 and 4 of the Proxy Statement for the Annual Meeting of
            Stockholders to be held January 26, 1998, which information is
            incorporated herein by reference.  The information with respect
            to compliance with Section 16(a) of the Exchange Act, which is
            set forth under the caption "Section 16(a) Beneficial Ownership
            Reporting Compliance" at page 10 of the Proxy Statement for the
            Annual Meeting of Stockholders to be held January 26, 1998, is
            incorporated herein by reference.

Item 11.    Executive Compensation.
-------     ----------------------
            The information set forth under the captions "Executive
            Compensation," "Report of the Compensation Committee of the Board
            of Directors," and "Performance Graph" at pages 5 through 8 of
            the Proxy Statement for the Annual Meeting of Stockholders to be
            held January 26, 1998, is incorporated herein by reference.
<PAGE>
Item 12.    Security Ownership of Certain Beneficial Owners and Management.
-------     --------------------------------------------------------------
            The information pertaining to stockholders beneficially owning
            more than five percent of the registrant's common stock and the
            security ownership of management, which is set forth under the
            captions "Voting Securities" and "Security Ownership of
            Management" on pages 2 and 3 of the Proxy Statement for the
            Annual Meeting of Stockholders to be held January 26, 1998, is
            incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions.
-------     ----------------------------------------------
            The information with respect to certain transactions with
            management of the registrant, which is set forth under the
            caption "Transactions with Management" at page 9 of the Proxy
            Statement for the Annual Meeting of Stockholders to be held on
            January 26, 1998, is incorporated herein by reference.

                                  PART IV
                                  -------
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------     ---------------------------------------------------------------
            (a)   List of documents filed as part of this report:

                  1. Financial statements:

                     All financial statements of the registrant as set forth
                     under Item 8 of this Report on Form 10-K.

                  2. Financial statement schedules:

                     All schedules are omitted, as the required information
                     is inapplicable or the information is presented in the
                     consolidated financial statements or related notes
                     thereto.

                  3. Exhibits to this Form 10-K are as follows:

              Exhibit No. Description
              ----------  -----------
                3 (a)     Articles of Incorporation, as amended, of Roanoke
                          Gas Company

                3 (b)     Bylaws, as amended, of Roanoke Gas Company

                4 (a)     Specimen copy of certificate for Roanoke Gas
                          Company common stock, $5.00 par value
                          (incorporated herein by reference to Exhibit 4(a)
                          of the Annual Report on Form 10-K for the fiscal
                          year ended September 30, 1992)

<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No. Description
              ----------  -----------
                4 (b)     Article I of the Bylaws of Roanoke Gas Company
                          (included in Exhibit 3(a) hereto)

                4 (c)     Instruments defining the rights of holders of
                          long-term debt (incorporated herein by reference
                          to Exhibit 4(c) of the Annual Report on Form 10-K
                          for the fiscal year ended September 30, 1991)

                10(a)     Firm Transportation Agreement between East
                          Tennessee Natural Gas Company and Roanoke Gas
                          Company dated November 1, 1993 (incorporated
                          herein by reference to Exhibit 10(a) of the Annual
                          Report on Form 10-K for the fiscal year ended
                          September 30, 1994)

                10(b)     Interruptible Transportation Agreement between
                          East Tennessee Natural Gas Company and Roanoke Gas
                          Company dated July 1, 1991 (incorporated herein by
                          reference to Exhibit 10(b) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,
                          1994)

                10(c)     NTS Service Agreement between Columbia Gas
                          Transmission Corporation and Roanoke Gas Company
                          dated October 25, 1994 (incorporated herein by
                          reference to Exhibit 10(c) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,

                10(d)     SIT Service Agreement between Columbia Gas
                          Transmission Corporation and Roanoke Gas Company
                          dated November 30, 1993 (incorporated herein by
                          reference to Exhibit 10(d) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,
                          1994)

                10(e)     FSS Service Agreement between Columbia Gas
                          Transmission Corporation and Roanoke Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(e) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,
                          1994)

                10(f)     FTS Service Agreement between Columbia Gas
                          Transmission Corporation and Roanoke Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(f) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,
                          1994)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No. Description
              ----------  -----------
                10(g)     SST Service Agreement between Columbia Gas
                          Transmission Corporation and Roanoke Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(g) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,
                          1994)

                10(h)     ITS Service Agreement between Columbia Gas
                          Transmission Corporation and Roanoke Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(h) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,
                          1994)

                10(i)     FTS-1 Service Agreement between Columbia Gulf
                          Transmission Company and Roanoke Gas Company dated
                          November 1, 1993 (incorporated herein by reference
                          to Exhibit 10(i) of the Annual Report on Form 10-K
                          for the fiscal year ended September 30, 1994)

                10(j)     ITS-1 Service Agreement between Columbia Gulf
                          Transmission Company and Roanoke Gas Company dated
                          November 1, 1993 (incorporated herein by reference
                          to Exhibit 10(j) of the Annual Report on Form 10-K

                10(k)     Gas Transportation Agreement, for use under FT-A
                          rate schedule, between Tennessee Gas Pipeline
                          Company and Roanoke Gas Company dated November 1,
                          1993 (incorporated herein by reference to
                          Exhibit 10(k) of the Annual Report on Form 10-K
                          for the fiscal year ended September 30, 1994)

                10(l)     Gas Transportation Agreement, for use under IT
                          rate schedule, between Tennessee Gas Pipeline
                          Company and Roanoke Gas Company dated September 1,
                          1993 (incorporated herein by reference to
                          Exhibit 10(l) of the Annual Report on Form 10-K
                          for the fiscal year ended September 30, 1994)

                10(m)     Gas Storage Contract under rate schedule FS
                          (Production Area) Bear Creek II between Tennessee
                          Gas Pipeline Company and Roanoke Gas Company dated
                          November 1, 1993 (incorporated herein by reference
                          to Exhibit 10(m) of the Annual Report on Form 10-K
                          for the fiscal year ended September 30, 1994)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No. Description
              ----------  -----------

                10(n)     Gas Storage Contract under rate schedule FS
                          (Production Area) Bear Creek I between Tennessee
                          Gas Pipeline Company and Roanoke Gas Company dated
                          September 1, 1993 (incorporated herein by
                          reference to Exhibit 10(n) of the Annual Report on
                          Form 10-K for the fiscal year ended September 30,
                          1994)

                10(o)     Certificate of Public Convenience and Necessity
                          for Bedford County dated February 21, 1966
                          (incorporated herein by reference to Exhibit 10(o)
                          of Registration Statement No. 33-36605, on
                          Form S-2, filed with the Commission on August 29,
                          1990, and amended by Amendment No. 1, filed with
                          the Commission on September 19, 1990)

                10(p)     Certificate of Public Convenience and Necessity
                          for Roanoke County dated October 19, 1965
                          (incorporated herein by reference to Exhibit 10(p)
                          of Registration Statement No. 33-36605, on
                          Form S-2, filed with the Commission on August 29,
                          1990, and amended by Amendment No. 1, filed with
                          the Commission on September 19, 1990)

                10(q)     Certificate of Public Convenience and Necessity
                          for Botetourt County dated August 30, 1966
                          (incorporated herein by reference to Exhibit 10(q)
                          of Registration Statement No. 33-36605, on
                          Form S-2, filed with the Commission on August 29,
                          1990, and amended by Amendment No. 1, filed with
                          the Commission on September 19, 1990)

                10(r)     Certificate of Public Convenience and Necessity
                          for Montgomery County dated July 8, 1985
                          (incorporated herein by reference to Exhibit 10(r)
                          of Registration Statement No. 33-36605, on
                          Form S-2, filed with the Commission on August 29,
                          1990, and amended by Amendment No. 1, filed with
                          the Commission on September 19, 1990)

                10(s)     Certificate of Public Convenience and Necessity
                          for Tazewell County dated March 25, 1968
                          (incorporated herein by reference to Exhibit 10(s)
                          of Registration Statement No. 33-36605, on
                          Form S-2, filed with the Commission on August 29,
                          1990, and amended by Amendment No. 1, filed with
                          the Commission on September 19, 1990)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No. Description
              ----------  -----------
                10(t)     Certificate of Public Convenience and Necessity
                          for Franklin County dated September 8, 1964
                          (incorporated herein by reference to Exhibit 10(t)
                          of Registration Statement No. 33-36605, on
                          Form S-2, filed with the Commission on August 29,
                          1990, and amended by Amendment No. 1, filed with
                          the Commission on September 19, 1990)

                10(u)     Ordinance of the Town of Bluefield, Virginia dated
                          August 25, 1986 (incorporated herein by reference
                          to Exhibit 10(u) of Registration Statement
                          No. 33-36605, on Form S-2, filed with the
                          Commission on August 29, 1990, and amended by
                          Amendment No. 1, filed with the Commission on
                          September 19, 1990)

                10(v)     Ordinance of the City of Bluefield, West Virginia
                          dated as of August 23, 1979 (incorporated herein
                          by reference to Exhibit 10(v) of Registration
                          Statement No. 33-36605, on Form S-2, filed with
                          the Commission on August 29, 1990, and amended by
                          Amendment No. 1, filed with the Commission on
                          September 19, 1990)

                10(w)     Resolution of the Council for the Town of
                          Fincastle, Virginia dated June 8, 1970
                          (incorporated herein by reference to Exhibit 10(f)
                          of Registration Statement No. 33-11383, on
                          Form S-4, filed with the Commission on January 16,
                          1987)

                10(x)     Resolution of the Council for the Town of
                          Troutville, Virginia dated November 4, 1968
                          (incorporated herein by reference to Exhibit 10(g)
                          of Registration Statement No. 33-11383, on
                          Form S-4, filed with the Commission on January 16,
                          1987)

                10(y)*    Consulting Agreement between Albert W. Buckley and
                          Roanoke Gas Company dated February 20, 1992
                          (incorporated herein by reference to
                          Exhibit 10(b)(b) of the Annual Report on Form 10-K
                          for the fiscal year ended September 30, 1992)

                10(z)*    Consulting Contract between A. Anson Jamison and
                          Roanoke Gas Company dated March 27, 1990
                          (incorporated herein by reference to
                          Exhibit 10(c)(c) of Registration Statement
                          No. 33-36605, on Form S-2, filed with the
                          Commission on August 29, 1990, and amended by
                          Amendment No. 1, filed with the Commission on
                          September 19, 1990)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No. Description
              ----------  -----------
             10(a) (a)    Contract between Roanoke Gas Company and
                          Diversified Energy Services, Inc. dated
                          December 18, 1978 (incorporated herein by
                          reference to Exhibit 10(e)(e) of Registration
                          Statement No. 33-36605, on Form S-2, filed with
                          the Commission on August 29, 1990, and amended by
                          Amendment No. 1, filed with the Commission on
                          September 19, 1990)

             10(b) (b)    Service Agreement between Bluefield Gas Company
                          and Commonwealth Public Service Corporation dated
                          January 1, 1981 (incorporated herein by reference
                          to Exhibit 10(f)(f) of Registration Statement
                          No. 33-36605, on Form S-2, filed with the
                          Commission on August 29, 1990, and amended by
                          Amendment No. 1, filed with the Commission on
                          September 19, 1990)

             10(c) (c)*   Retirement Payment Agreement between Arthur T.
                          Ellett and Roanoke Gas Company dated April 6, 1972
                          (incorporated herein by reference to Exhibit
                          10(g)(g) of Registration Statement No. 33-36605,
                          on Form S-2, filed with the Commission on
                          August 29, 1990, and amended by Amendment No. 1,
                          filed with the Commission on September 19, 1990)

             10(d) (d)*   Consulting Services Agreement between Edward C.
                          Dunbar and Roanoke Gas Company dated February 25,
                          1991 (incorporated herein by reference to Exhibit
                          10(h)(h) of the Annual Report on Form 10-K for the
                          fiscal year ended September 30, 1991)

             10(e) (e)*   Consultation Contract between Gordon C. Willis and
                          Roanoke Gas Company dated April 29, 1991
                          (incorporated herein by reference to
                          Exhibit 10(i)(i) of the Annual Report on Form 10-K
                          for the fiscal year ended September 30, 1991)

             10(f) (f)    Gas Storage Contract under rate schedule FS
                          (Market Area) Portland between Tennessee Gas
                          Pipeline Company and Roanoke Gas Company dated
                          November 1, 1993 (incorporated herein by reference
                          to Exhibit 10(k)(k) of the Annual Report on Form
                          10-K for the fiscal year ended September 30, 1994)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No. Description
              ----------  -----------
             10(g) (g)    FTS Service Agreement between Columbia Gas
                          Transmission Corporation and Bluefield Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(l)(l) of the Annual Report
                          on Form 10-K for the fiscal year ended
                          September 30, 1994)

             10(h) (h)    ITS Service Agreement between Columbia Gas
                          Transmission Corporation and Bluefield Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(m)(m) of the Annual Report
                          on Form 10-K for the fiscal year ended
                          September 30, 1994)

             10(i) (i)    FSS Service Agreement between Columbia Gas
                          Transmission Corporation and Bluefield Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(n)(n) of the Annual Report
                          on Form 10-K for the fiscal year ended
                          September 30, 1994)

             10(j) (j)    SST Service Agreement between Columbia Gas
                          Transmission Corporation and Bluefield Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(o)(o) of the Annual Report
                          on Form 10-K for the fiscal year ended
                          September 30, 1994)

             10(k) (k)    FTS-1 Service Agreement between Columbia Gulf
                          Transmission Company and Bluefield Gas Company
                          dated November 1, 1993 (incorporated herein by
                          reference to Exhibit 10(p)(p) of the Annual Report
                          on Form 10-K for the fiscal year ended
                          September 30, 1994)

             10(l) (l)*   Roanoke Gas Company Key Employee Stock Option Plan
                          (incorporated herein by reference to Exhibit
                          10(q)(q) of the Annual Report on Form 10-K for the
                          fiscal year ended September 30, 1995)

             10(m) (m)*   Roanoke Gas Company Stock Bonus Plan (incorporated
                          herein by reference to Exhibit 10(r)(r) of the
                          Annual Report on Form 10-K for the fiscal year
                          ended September 30, 1995)

             10(n) (n)    Gas Franchise Agreement between the Town of
                          Vinton, Virginia, and Roanoke Gas Company dated
                          July 2, 1996 (incorporated herein by reference to
                          Exhibit 10(n)(n) of Annual Report on Form 10-K for
                          the fiscal year ended September 30, 1996)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No. Description
              ----------  -----------

             10(o) (o)    Gas Franchise Agreement between the City of Salem,
                          Virginia, and Roanoke Gas Company dated July 9,
                          1996 (incorporated herein by reference to Exhibit
                          10(o)(o) of Annual Report on Form 10-K for the
                          fiscal year ended September 30, 1996)

             10(p) (p)    Gas Franchise Agreement between the City of
                          Roanoke, Virginia, and Roanoke Gas Company dated
                          July 12, 1996 (incorporated herein by reference to
                          Exhibit 10(p)(p) of Annual Report on Form 10-K for
                          the fiscal year ended September 30, 1996)


             10(q) (q)*   Consulting Agreement between W. Bolling Izard and
                          Roanoke Gas Company dated January 27, 1997

             10(r) (r)*   Roanoke Gas Company Restricted Stock Plan for
                          Outside Directors

                 13       1997 Annual Report to Stockholders (such report,
                          except to the extent incorporated herein by
                          reference, is being furnished for the information
                          of the Commission only and is not to be deemed
                          filed as part of this Annual Report on Form 10-K)

                 21       Subsidiaries of the Company (incorporated herein
                          by reference to Exhibit (22) of Registration
                          Statement No. 33-36605, on Form S-2, filed with
                          the Commission on August 29, 1990, and amended by
                          Amendment No. 1, filed with the Commission on
                          September 19, 1990)

                 23       Accountants' Consent

                 27       Financial Data Schedule

		 99       Letter of KPMG Peat Marwick
         ---------------------
              *Management contract or compensatory plan or agreement required
              to be filed as an Exhibit to this Form 10-K pursuant to Item
              14(c).


            (b) Reports on Form 8-K:

                Form 8-K dated July 28, 1997 reporting a change in the 
		Company's principal accountants for fiscal years 1998, 1999
		and 2000.

		Form 8-K dated September 8, 1997 reporting the acquisition of
		assets of U.S. Gas, Inc.

<PAGE>
                                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.

            ROANOKE GAS COMPANY




            By: /s/ Roger L. Baumgardner            12/19/97
                ----------------------------        --------
                Roger L. Baumgardner                  Date
                Vice President, Secretary and
                  Treasurer
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/F. A. Farmer, Jr.       12/19/97   President, Chief Executive Officer and
-----------------------------------
Frank A. Farmer, Jr.        Date      Director


/s/John B. Williamson, III 12/19/97   Vice President - Rates and Finance
------------------------------------
John B. Williamson, III     Date      (Principal Financial Officer)


/s/Roger L. Baumgardner    12/19/97   Vice President, Secretary and
------------------------------------
Roger L. Baumgardner       Date       Treasurer (Principal Accounting
                                      Officer)


/s/Lynn D. Avis            12/19/97   Director
------------------------------------
Lynn D. Avis               Date    


/s/Abney S. Boxley, III    12/19/97   Director
------------------------------------
Abney S. Boxley, III       Date    


/s/Frank T. Ellett         12/19/97   Director
------------------------------------
Frank T. Ellett            Date


/s/Wilbur L. Hazlegrove    12/19/97   Director
------------------------------------
Wilbur L. Hazlegrove       Date


/s/J. Allen Layman         12/19/97   Director
------------------------------------
J. Allen Layman            Date


/s/John H. Parrott         12/19/97   Director
------------------------------------
John H. Parrott            Date    


/s/Thomas L. Robertson     12/19/97   Director
------------------------------------
Thomas L. Robertson        Date    

/s/S. Frank Smith          12/19/97    Director
------------------------------------
S. Frank Smith             Date
<PAGE>
                            INDEX TO EXHIBITS
                            -----------------

Exhibit No.   Description
-----------   -----------
3 (a)         Articles of Incorporation, as amended, of
              Roanoke Gas Company 

3 (b)         Bylaws, as amended, of Roanoke Gas Company

4 (a)         Specimen copy of certificate for Roanoke Gas Company common
              stock, $5.00 par value (incorporated herein by reference to
              Exhibit 4(a) of the Annual Report on Form 10-K for the fiscal
              year ended September 30, 1992)

4 (b)         Article I of the Bylaws of Roanoke Gas Company (included in
              Exhibit 3(a) hereto)

4 (c)         Instruments defining the rights of holders of long-term debt
              (incorporated herein by reference to Exhibit 4(c) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1991)

10 (a)        Firm Transportation Agreement between East Tennessee Natural
              Gas Company and Roanoke Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(a) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (b)        Interruptible Transportation Agreement between East Tennessee
              Natural Gas Company and Roanoke Gas Company dated July 1, 1991
              (incorporated herein by reference to Exhibit 10(b) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (c)        NTS Service Agreement between Columbia Gas Transmission
              Corporation and Roanoke Gas Company dated October 25, 1994
              (incorporated herein by reference to Exhibit 10(c) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (d)        SIT Service Agreement between Columbia Gas Transmission
              Corporation and Roanoke Gas Company dated November 30, 1993
              (incorporated herein by reference to Exhibit 10(d) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (e)        FSS Service Agreement between Columbia Gas Transmission
              Corporation and Roanoke Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(e) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)
<PAGE>
10 (f)        FTS Service Agreement between Columbia Gas Transmission
              Corporation and Roanoke Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(f) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (g)        SST Service Agreement between Columbia Gas Transmission
              Corporation and Roanoke Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(g) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (h)        ITS Service Agreement between Columbia Gas Transmission
              Corporation and Roanoke Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(h) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (i)        FTS-1 Service Agreement between Columbia Gulf Transmission
              Company and Roanoke Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(i) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (j)        ITS-1 Service Agreement between Columbia Gulf Transmission
              Company and Roanoke Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(j) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (k)        Gas Transportation Agreement, for use under FT-A rate
              schedule, between Tennessee Gas Pipeline Company and Roanoke
              Gas Company dated November 1, 1993 (incorporated herein by
              reference to Exhibit 10(k) of the Annual Report on Form 10-K
              for the fiscal year ended September 30, 1994)

10 (l)        Gas Transportation Agreement, for use under IT rate schedule,
              between Tennessee Gas Pipeline Company and Roanoke Gas Company
              dated September 1, 1993 (incorporated herein by reference to
              Exhibit 10(l) of the Annual Report on Form 10-K for the fiscal
              year ended September 30, 1994)

10 (m)        Gas Storage Contract under rate schedule FS (Production Area)
              Bear Creek II between Tennessee Gas Pipeline Company and
              Roanoke Gas Company dated November 1, 1993 (incorporated
              herein by reference to Exhibit 10(m) of the Annual Report on
              Form 10-K for the fiscal year ended September 30, 1994)

10 (n)        Gas Storage Contract under rate schedule FS (Production Area)
              Bear Creek I between Tennessee Gas Pipeline Company and
              Roanoke Gas Company dated September 1, 1993 (incorporated
              herein by reference to Exhibit 10(n) of the Annual Report on
              Form 10-K for the fiscal year ended September 30, 1994)
<PAGE>
10 (o)        Certificate of Public Convenience and Necessity for Bedford
              County dated February 21, 1966 (incorporated herein by
              reference to Exhibit 10(o) of Registration Statement No.
              33-36605, on Form S-2, filed with the Commission on August 29,
              1990, and amended by Amendment No. 1, filed with the
              Commission on September 19, 1990)

10 (p)        Certificate of Public Convenience and Necessity for Roanoke
              County dated October 19, 1965 (incorporated herein by
              reference to Exhibit 10(p) of Registration Statement
              No. 33-36605, on Form S-2, filed with the Commission on August
              29, 1990, and amended by Amendment No. 1, filed with the
              Commission on September 19, 1990)

10 (q)        Certificate of Public Convenience and Necessity for Botetourt
              County dated August 30, 1966 (incorporated herein by reference
              to Exhibit 10(q) of Registration Statement No. 33-36605, on
              Form S-2, filed with the Commission on August 29, 1990, and
              amended by Amendment No. 1, filed with the Commission on
              September 19, 1990)

10 (r)        Certificate of Public Convenience and Necessity for Montgomery
              County dated July 8, 1985 (incorporated herein by reference to
              Exhibit 10(r) of Registration Statement No. 33-36605, on Form
              S-2, filed with the Commission on August 29, 1990, and amended
              by Amendment No. 1, filed with the Commission on September 19,
              1990)

10 (s)        Certificate of Public Convenience and Necessity for Tazewell
              County dated March 25, 1968 (incorporated herein by reference
              to Exhibit 10(s) of Registration Statement No. 33-36605, on
              Form S-2, filed with the Commission on August 29, 1990, and
              amended by Amendment No. 1, filed with the Commission on
              September 19, 1990)

10 (t)        Certificate of Public Convenience and Necessity for Franklin
              County dated September 8, 1964 (incorporated herein by
              reference to Exhibit 10(t) of Registration Statement
              No. 33-36605, on Form S-2, filed with the Commission on August
              29, 1990, and amended by Amendment No. 1, filed with the
              Commission on September 19, 1990)

10 (u)        Ordinance of the Town of Bluefield, Virginia dated August 25,
              1986 (incorporated herein by reference to Exhibit 10(u) of
              Registration Statement No. 33-36605, on Form S-2, filed with
              the Commission on August 29, 1990, and amended by Amendment
              No. 1, filed with the Commission on September 19, 1990)

10 (v)        Ordinance of the City of Bluefield, West Virginia dated as of
              August 23, 1979 (incorporated herein by reference to
              Exhibit 10(v) of Registration Statement No. 33-36605, on Form
              S-2, filed with the Commission on August 29, 1990, and amended
              by Amendment No. 1, filed with the Commission on September 19,
              1990)
<PAGE>
10 (w)        Resolution of the Council for the Town of Fincastle, Virginia
              dated June 8, 1970 (incorporated herein by reference to
              Exhibit 10(f) of Registration Statement No. 33-11383, on Form
              S-4, filed with the Commission on January 16, 1987)

10 (x)        Resolution of the Council for the Town of Troutville, Virginia
              dated November 4, 1968 (incorporated herein by reference to
              Exhibit 10(g) of Registration Statement No. 33-11383, on Form
              S-4, filed with the Commission on January 16, 1987)

10 (y)*       Consulting Agreement between Albert W. Buckley and Roanoke Gas
              Company dated February 20, 1992 (incorporated herein by
              reference to Exhibit 10(b)(b) of the Annual Report on
              Form 10-K for the fiscal year ended September 30, 1992)

10 (z)*       Consulting Contract between A. Anson Jamison and Roanoke Gas
              Company dated March 27, 1990 (incorporated herein by reference
              to Exhibit 10(c)(c) of Registration Statement No. 33-36605, on
              Form S-2, filed with the Commission on August 29, 1990, and
              amended by Amendment No. 1, filed with the Commission on
              September 19, 1990)

10 (a) (a)    Contract between Roanoke Gas Company and Diversified Energy
              Services, Inc. dated December 18, 1978 (incorporated herein by
              reference to Exhibit 10(e)(e) of Registration Statement No.
              33-36605, on Form S-2, filed with the Commission on August 29,
              1990, and amended by Amendment No. 1, filed with the
              Commission on September 19, 1990)

10 (b) (b)    Service Agreement between Bluefield Gas Company and
              Commonwealth Public Service Corporation dated January 1, 1981
              (incorporated herein by reference to Exhibit 10(f)(f) of
              Registration Statement No. 33-36605, on Form S-2, filed with
              the Commission on August 29, 1990, and amended by Amendment
              No. 1, filed with the Commission on September 19, 1990)

10 (c) (c)*   Retirement Payment Agreement between Arthur T. Ellett and
              Roanoke Gas Company dated April 6, 1972 (incorporated herein
              by reference to Exhibit 10(g)(g) of Registration Statement
              No. 33-36605, on Form S-2, filed with the Commission on August
              29, 1990, and amended by Amendment No. 1, filed with the
              Commission on September 19, 1990)

10 (d) (d)*   Consulting Services Agreement between Edward C. Dunbar and
              Roanoke Gas Company dated February 25, 1991 (incorporated
              herein by reference to Exhibit 10(h)(h) of the Annual Report
              on Form 10-K for the fiscal year ended September 30, 1991)

10 (e) (e)*   Consultation Contract between Gordon C. Willis and Roanoke Gas
              Company dated April 29, 1991 (incorporated herein by reference
              to Exhibit 10(i)(i) of the Annual Report on Form 10-K for the
              fiscal year ended September 30, 1991)
<PAGE>
10 (f) (f)    Gas Storage Contract under rate schedule FS (Market Area)
              Portland between Tennessee Gas Pipeline Company and Roanoke
              Gas Company dated November 1, 1993 (incorporated herein by
              reference to Exhibit 10(k)(k) of the Annual Report on Form 10-
              K for the fiscal year ended September 30, 1994)

10 (g) (g)    FTS Service Agreement between Columbia Gas Transmission
              Corporation and Bluefield Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(l)(l) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (h) (h)    ITS Service Agreement between Columbia Gas Transmission
              Corporation and Bluefield Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(m)(m) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (i) (i)    FSS Service Agreement between Columbia Gas Transmission
              Corporation and Bluefield Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(n)(n) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (j) (j)    SST Service Agreement between Columbia Gas Transmission
              Corporation and Bluefield Gas Company dated November 1, 1993
              (incorporated herein by reference to Exhibit 10(o)(o) of the
              Annual Report on Form 10-K for the fiscal year ended September
              30, 1994)

10 (k) (k)     FTS-1 Service Agreement between Columbia Gulf Transmission
               Company and Bluefield Gas Company dated November 1, 1993
               (incorporated herein by reference to Exhibit 10(p)(p) of the
               Annual Report on Form 10-K for the fiscal year ended September
               30, 1994)

10 (l) (l)*    Roanoke Gas Company Key Employee Stock Option Plan
               (incorporated herein by reference to Exhibit 10(q)(q) of the
               Annual Report on Form 10-K for the fiscal year ended
               September 30, 1995)

10 (m) (m)*    Roanoke Gas Company Stock Bonus Plan (incorporated herein by
               reference to Exhibit 10(r)(r) of the Annual Report on Form 10-
               K for the fiscal year ended September 30, 1995)

10 (n) (n)     Gas Franchise Agreement between the Town of Vinton, Virginia,
               and Roanoke Gas Company dated July 2, 1996 (incorporated
               herein by reference to Exhibit 10(n)(n) of Annual Report on
               Form 10-K for the fiscal year ended September 30, 1996) 
<PAGE>
10 (o) (o)     Gas Franchise Agreement between the City of Salem, Virginia,
               and Roanoke Gas Company dated  July 9, 1996 (incorporated
               herein by reference to Exhibit 10(o)(o) of Annual Report on
               Form 10-K for the fiscal year ended September 30, 1996) 

10 (p) (p)     Gas Franchise Agreement between the City of Roanoke, Virginia,
               and Roanoke Gas Company dated July 12, 1996 (incorporated
               herein by reference to Exhibit 10(p)(p) of Annual Report on
               Form 10-K for the fiscal year ended September 30, 1996) 

10 (q) (q)*    Consulting Agreement between W. Bolling Izard and Roanoke Gas
               Company dated January 27, 1997

10 (r) (r)*    Roanoke Gas Company Restricted Stock Plan for Outside
               Directors

13             1997 Annual Report to Stockholders (such report, except to the
               extent incorporated herein by reference, is being furnished
               for the information of the Commission only and is not to be
               deemed filed as part of this Report on Form 10-K) 

21             Subsidiaries of the Company (incorporated herein by reference
               to Exhibit (22) of Registration Statement No. 33-36605, on
               Form S-2, filed with the Commission on August 29, 1990, and
               amended by Amendment No. 1, filed with the Commission on
               September 19, 1990)

23             Accountants' Consent                              

27             Financial Data Schedule

99             Letter of KPMG Peat Marwick LLP

-----------------------------
  *Management contract or compensatory plan or agreement required to be filed
as an Exhibit to this Form 10-K pursuant to Item 14(c).

<PAGE>