SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549

                               FORM 10-K/A 

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

For the fiscal year ended September 30, 1995
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' 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 December 15, 
1995.                                   $22,723,265
                                        -----------
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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 December 15, 1995
----------------------       ---------------------------------
COMMON STOCK, $5 PAR VALUE         1,442,747 SHARES

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the 1995 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 22, 1996 are incorporated by
reference into Part III hereof.

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                                SIGNATURES
                                ----------


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to its
Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized.

ROANOKE GAS COMPANY




By:   /s/ Roger L. Baumgardner               4/28/97
      ------------------------------     -----------------------
      Roger L. Baumgardner                    Date
      Vice President, Secretary and
      Treasurer

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Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to its Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
the dates indicated.


/s/ Frank A. Farmer, Jr.     4/28/97     President, Chief Executive Officer 
---------------------------------------  Director
Frank A. Farmer, Jr.         Date             


/s/ John B. Williamson, III  4/28/97     Vice President - Rates and Finance 
---------------------------------------  (Principal Financial Officer)
John B. Williamson, III      Date        


/s/ Roger L. Baumgardner     4/28/97     Vice President, Secretary and 
---------------------------------------  Treasurer (Principal Accounting 
Roger L. Baumgardner         Date        Officer)


/s/ Lynn D. Avis             4/28/97     Director
---------------------------------------  
Lynn D. Avis                 Date  

/s/Abney S. Boxley, III      4/28/97     Director
---------------------------------------
Abney S. Boxley, III         Date  


/s/ Frank T. Ellett          4/28/97     Director
---------------------------------------
Frank T. Ellett              Date  


/s/ Wilbur L. Hazlegrove     4/28/97     Director
---------------------------------------
Wilbur L. Hazlegrove         Date  


                                         Director
---------------------------------------
W. Bolling Izard             Date  


/s/ J. Allen Layman          4/28/97     Director
---------------------------------------
J. Allen Layman              Date  


/s/ John H. Parrott          4/28/97     Director
---------------------------------------
John H. Parrott              Date  

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/s/ Thomas L. Robertson      4/28/97     Director
---------------------------------------
Thomas L. Robertson          Date  


/s/ S. Frank Smith           4/28/97     Director
---------------------------------------
S. Frank Smith               Date
                                                
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                                              INDEX TO EXHIBITS
                                              -----------------
         Exhibit No.      Description                                     Page
         ----------       -----------                                     ----
         3 (a)            Articles of Incorporation, as amended, of
                          Roanoke Gas Company (incorporated herein by
                          reference to Exhibit (19) of the Quarterly
                          Report on Form 10-Q for the quarter ended March
                          31, 1992)                                           

         3 (b)            Bylaws, as amended, of Roanoke Gas Company
                          (incorporated herein by reference to Exhibit (3)(b)
                          of the Annual Report on Form 10-K for the fiscal
                          year ended September 30, 1990)                       
   

         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
                          (incorporated herein by reference to Exhibit (19) of
                          the Quarterly Report on Form 10-Q for the quarter
                          ended March 31, 1992)                               

         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)  
<PAGE>
         Exhibit No.      Description (continued)                         Page
         ----------       -----------                                     ----
         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)  

         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)  
                                             
<PAGE>
         Exhibit No.      Description (continued)                         Page
         ----------       -----------                                     ----
         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)  

         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)               
<PAGE>
         Exhibit No.      Description (continued)                         Page
         ----------       -----------                                     ----
         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)                   

         10 (w)           Ordinance of the City of Roanoke, Virginia
                          dated August 27, 1973 (incorporated herein
                          by reference to Exhibit (10)(d) of
                          Registration Statement No. 33-11383, on
                          Form S-4, filed with the Commission on
                          January 16, 1987)                                   

         10 (x)           Ordinance of the City of Salem, Virginia
                          dated July 22, 1974 (incorporated herein
                          by reference to Exhibit (10)(e) of
                          Registration Statement No. 33-11383, on
                          Form S-4, filed with the Commission on
                          January 16, 1987)                                   

         10 (y)           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)                     
<PAGE>
         Exhibit No.      Description (continued)                         Page
         ----------       -----------                                     ----
         10 (z)           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 (a) (a)       Resolution of the Council for the Town of
                          Vinton, Virginia dated November 12, 1974
                          (incorporated herein by reference to
                          Exhibit (10)(h) of Registration Statement
                          No. 33-11383, on Form S-4, filed with the
                          Commission on January 16, 1987)                     
                                              
         10 (b) (b)       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 (c) (c)       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 (d) (d)       Consulting Contract between Robert W.
                          Woody and Roanoke Gas Company dated
                          February 1, 1985 (incorporated herein by
                          reference to Exhibit (10)(d)(d) 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 (e) (e)       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 (f) (f)       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)               
<PAGE>
         Exhibit No.      Description (continued)                         Page
         ----------       -----------                                     ----
         10 (g) (g)       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 (h) (h)       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 (i) (i)       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 (j) (j)       Letter Agreement between the Company and
                          the City of Roanoke dated August 23, 1993
                          (incorporated herein by reference to
                          Exhibit (10)(j)(j) of Registration
                          Statement No. 33-69902, on Form S-2, filed
                          with the Commission on October 4, 1993,
                          and amended by Amendment No. 1, filed with
                          the Commission on October 28, 1993)                 

         10 (k) (k)       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 (l) (l)       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 (m) (m)       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)                                 
<PAGE>
         Exhibit No.      Description (continued)                         Page
         ----------       -----------                                     ----
         10 (n) (n)       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 (o) (o)       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 (p) (p)       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 (q) (q)       *Roanoke Gas Company Key Employee Stock 
                          Option Plan                               

         10 (r) (r)       *Roanoke Gas Company Stock Bonus Plan              

         13               1995 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                           

---------------------

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