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, 1996    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 December 13, 1996.         $25,800,589
                                                -----------
<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 December 13, 1996
--------------------------                  --------------------------------
COMMON STOCK, $5 PAR VALUE                          1,484,926 SHARES
--------------------------                  --------------------------------

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the 1996 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 27, 1997 are incorporated by reference into Part III hereof.
<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 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
<PAGE>
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/F. A. Farmer, Jr.         4/28/97    President, Chief Executive Officer
----------------------------------- 
Frank A. Farmer, Jr.         Date       and Director


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


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


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

/s/S. Frank Smith            4/28/97   Director
------------------------------------
S. Frank Smith              Date
<PAGE>
                               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         29

  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
               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>
Exhibit No.    Description (continued)                            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)

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

  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)

<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  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                                       41

  10 (o) (o)   Gas Franchise Agreement between the City of
               Salem, Virginia, and Roanoke Gas Company dated 
               July 9, 1996                                       46

  10 (p) (p)   Gas Franchise Agreement between the City of
               Roanoke, Virginia, and Roanoke Gas Company 
               dated July 12, 1996                                50

  13           1996 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)                                         55
<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  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                               92

  27           Financial Data Schedule                            94

  ________________

  *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>