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
                                                             -----------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
<PAGE>
         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.
<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 propane through two
   divisions, Highland Propane - Roanoke and Highland Propane - Bluefield.

   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.

   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 purchase approximately 29
   percent of the Company's total annual sales volume under the Company's
   interruptible tariff and transportation gas services.

   The Company's natural gas distribution business accounted for 91 percent
   of the total revenues generated by the Company in fiscal 1995, and 92
   percent and 93 percent of the Company's total revenues in fiscals 1994
   and 1993, 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.

<PAGE>
   Services (continued)
   --------
   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, 1995, more than 53 percent of the
   Company's total MCF of natural gas sales were made in the four-month
   period of December through March.  Retail gas sales for fiscal 1995 were
   9,961,877 MCF, as compared to 10,267,038 MCF and 9,820,345 MCF in
   fiscals 1994 and 1993, respectively.  The Company's actual heating
   degree days in fiscal 1995 were approximately 90 percent of normal, as
   compared with approximately 104 percent of normal in fiscal 1994 and
   approximately 103 percent of normal in fiscal 1993.

   In addition to the sale of natural gas, 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.

   Industry and regulatory issues that have affected the Company's
   operations from time to time and may affect the Company's operations in
   the future 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 the vitality of the economy; (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) the development of natural gas and propane as an alternative
   fuel.  In addition, the Company's business is seasonal in character and
   strongly influenced by weather conditions.  Management of the Company
   believes that the Company has the resources to deal successfully with
   these and other issues.

   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.
<PAGE>
   Suppliers (continued)
   ---------
   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, Ashland Exploration, Coastal Gas Marketing, Columbia
   Energy Services and Mobil Natural Gas.  The Company has also entered
   into six contracts with five natural gas suppliers, including Amoco
   Energy Trading, Coastal Gas Marketing, Ashland Exploration, Hadson Gas
   Systems and Columbia Energy Services, to purchase approximately
   4,234,000 DTH of natural gas at varying prices during the period
   October 1, 1995 through September 30, 1996.

   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
   1,543,591 DTH of underground storage capacity for Roanoke and Bluefield. 
   These reserves were available for summer 1995 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.

   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.  On June 19, 1991,
   Columbia announced that due to the high gas prices contained in its gas
   purchase contracts, it faces potential losses in excess of $1 billion
   under these contracts.  Columbia and its parent company filed for
   protection under Chapter 11 of the bankruptcy laws on July 31, 1991. 
   Authorization was received from the Bankruptcy Court on August 22, 1991
   for Columbia to reject 4,141 above-market-priced gas contracts which
   have made its gas sale rates noncompetitive.  Based upon present
   information, management of the Company has no reason to believe that the
   Company's transportation of gas through Columbia or its pass through of
   take-or-pay dollars to customers will be materially adversely affected
   by these events.  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.
<PAGE>
   Suppliers (continued)
   ---------
   Highland has entered into a storage and purchase contract for a
   substantial portion of its winter supply of propane.  At September 30,
   1995, Highland has one contract with propane supplier E.I.L. Petroleum,
   Inc. for the purchase of a total of 817,000 gallons of propane at
   varying prices per gallon during the period October 1, 1995 through
   September 30, 1996.  Management believes this storage and purchase
   contract 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 - Roanoke has three
   storage facilities, providing a combined total storage of 150,000
   gallons, and Highland Propane - Bluefield has two storage facilities,
   providing a combined total storage of 114,000 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.

   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 a period of twenty years and are renewable by the
   municipalities.  The certificates of public convenience and necessity,
   which are issued by the Virginia Commission, are of perpetual duration,
   subject to compliance with regulatory standards.  The franchise for the
   City of Roanoke, the Company's largest service area, expired on August
   30, 1993.  On August 23, 1993, the Board of Directors of Roanoke Gas 
   approved an agreement with the City of Roanoke ("City") under which the
   current franchise agreement was extended for a term of 180 days from
   August 30, 1993, upon the same terms and conditions, except that a
   provision of the existing franchise agreement giving the City the option
   to purchase the property of Roanoke Gas located within the City was
   deleted.  The 180-day extension period expired February 26, 1994.  The
   parties have not reached an agreement on a new multiyear franchise
   agreement; however, negotiations are ongoing, and the Company continues
   to provide natural gas services to customers in the City of Roanoke. 
   The Company believes that it ultimately will secure a new franchise
   agreement with the City of Roanoke on terms acceptable to the Company. 
   In addition, the franchise for the City of Salem expired on July 22,
   1994, and the franchise for the Town of Vinton expired on December 10,
   1994.  Negotiations between the Company and the City of Salem and the
   Town of Vinton are ongoing, and the Company continues to provide natural
   gas services to customers in the City of Salem and the Town of Vinton. 
   The Company also believes that it will ultimately secure new franchise
   agreements with the City of Salem and the town of Vinton on terms
   acceptable to the Company.  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 as 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.
<PAGE>
   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.

   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.

   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 future 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.

   Employees
   ---------
   At September 30, 1995, the Company had 154 full-time employees.  As of
   that date, approximately 37 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, 1994.  That agreement will expire on July 31, 1997.  The
   Company considers its employee relations to be satisfactory.
<PAGE>
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.

   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 currently maintains two offices.  Its 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 and a two-story 75' x 100' building at 800 Pulaski Street,
   Bluefield, West Virginia, which houses Bluefield's service department. 
   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.

   Highland Propane - Bluefield owns an office, loading platform, garage
   and storage tank facility in Rainelle, West Virginia.  The storage
   facility consists of two 18,000 gallon tanks, pumps and related
   equipment.

   Highland Propane - Bluefield's principal bulk storage facility,
   comprising two 30,000 gallon tanks, one 18,000 gallon tank, pumps and
   related equipment, is located on Bluefield's property at 800 Pulaski
   Street, Bluefield, West Virginia.
<PAGE>
Item 2.          Properties. (continued)
-------          ---------
   Highland Propane - Roanoke owns and operates four 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.  The fourth storage facility is located in Craig County, Virginia,
   near the town of New Castle, and also 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, 1995.

   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 22, 1996.

   The names, ages and positions of all of the executive officers of
   Roanoke Gas as of September 30, 1995 are listed on the following page
   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.
<PAGE>
   Executive Officers of the Registrant (continued)
   ------------------------------------
   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., 63                   January 1991 to present                     Director, President and
                                                                                          Chief Executive Officer

                                           January 1983 to January 1991                Director and Senior Vice
                                                                                          President - Operations
                                                                                          and Planning


Roger L. Baumgardner, 53                   January 1986 to present                     Vice President, Secretary
                                                                                          and Treasurer


Arthur L. Pendleton, 44                    January 1991 to present                     Vice President - Operations

                                           January 1987 to January 1991                Assistant Vice President
                                                                                          and Chief Engineer


John B. Williamson, III, 41                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


David Anderson, 48                         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 1995 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 1995 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 4 through 13 of the 1995 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 14 through 27 of the
   1995 Annual Report to Stockholders are incorporated herein by reference:

   1.      Independent Auditors' Report

   2.      Consolidated Balance Sheets as of September 30, 1995 and 1994

   3.      Consolidated Statements of Earnings for the Years Ended September
           30, 1995, 1994 and 1993

   4.      Consolidated Statements of Stockholders' Equity for the Years
           Ended September 30, 1995, 1994 and 1993

   5.      Consolidated Statements of Cash Flows for the Years Ended
           September 30, 1995, 1994 and 1993

   6.      Notes to Consolidated Financial Statements as of September 30,
           1995 and 1994 and Years Ended September 30, 1995, 1994 and 1993

Item 9.          Changes in and Disagreements with Accountants on Accounting
------           -----------------------------------------------------------
                 and Financial Disclosure.
                 ------------------------
   Not applicable.
<PAGE>
                                                    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 22, 1996, 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 "Compliance with
   Section 16(a) of the Securities Exchange Act" at page 10 of the Proxy
   Statement for the Annual Meeting of Stockholders to be held January 22,
   1996, 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 22, 1996, is
   incorporated herein by reference.

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 22,
   1996, 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 22, 1996, 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.
<PAGE>
   3.      Exhibits to this Form 10-K are as follows:

   Exhibit No.      Description
   ----------       -----------

   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)
<PAGE>
Item 14.         Exhibits, Financial Statement Schedules and Reports
-------          --------------------------------------------------- 
                 on Form 8-K. (continued)
                 -----------

   Exhibit No.      Description
   ----------       -----------      

   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)

   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)
<PAGE>
Item 14.         Exhibits, Financial Statement Schedules and Reports
-------          ---------------------------------------------------
                 on Form 8-K. (continued)
                 -----------

   Exhibit No.      Description
   ----------       -----------

   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)

   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)
<PAGE>
Item 14.         Exhibits, Financial Statement Schedules and Reports
-------          --------------------------------------------------- 
                 on Form 8-K. (continued)
                 -----------

   Exhibit No.      Description
   ----------       -----------

   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>
Item 14.         Exhibits, Financial Statement Schedules and Reports
-------          --------------------------------------------------- 
                 on Form 8-K. (continued)
                 -----------

   Exhibit No.      Description
   ----------       -----------

   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)

   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)
<PAGE>
Item 14.         Exhibits, Financial Statement Schedules and Reports
-------          ---------------------------------------------------
                 on Form 8-K. (continued)
                 -----------

   Exhibit No.      Description
   ----------       -----------

   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)

   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)
<PAGE>
Item 14.         Exhibits, Financial Statement Schedules and Reports
-------          ---------------------------------------------------
                 on Form 8-K. (continued)
                 -----------

   Exhibit No.      Description
   ----------       -----------

   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)

   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)
<PAGE>
Item 14.         Exhibits, Financial Statement Schedules and Reports
-------          ---------------------------------------------------
                 on Form 8-K. (continued)
                 -----------

   Exhibit No.      Description
   ----------       -----------

   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).

   (b)     Reports on Form 8-K:

   None.

                                                
<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                                     3/25/96
        ------------------------------                      ------------------
        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/ Frank A. Farmer, Jr.                   3/25/96          President, Chief
---------------------------------------                     Executive Officer
Frank A. Farmer, Jr.                       Date             Director 


/s/ John B. Williamson, III                3/25/96          Vice President -
---------------------------------------                     Rates and Finance
John B. Williamson, III                    Date             (Principal 
                                                            Financial Officer)


/s/ Roger L. Baumgardner                   3/25/96          Vice President,
---------------------------------------                     Secretary and
Roger L. Baumgardner                       Date             Treasurer
                                                            (Principal
                                                            Accounting Officer)


/s/ Lynn D. Avis                           3/25/96          Director
---------------------------------------                     
Lynn D. Avis                               Date     


                                                            Director
---------------------------------------
Abney S. Boxley, III                       Date     


/s/ Frank T. Ellett                        3/25/96          Director
---------------------------------------
Frank T. Ellett                            Date     


/s/ Wilbur L. Hazlegrove                   3/25/96          Director
---------------------------------------
Wilbur L. Hazlegrove                       Date     


/s/ W. Bolling Izard                       3/25/96          Director
---------------------------------------
W. Bolling Izard                           Date     


/s/ J. Allen Layman                        3/25/96          Director
---------------------------------------
J. Allen Layman                            Date     


/s/ John H. Parrott                        3/25/96          Director
---------------------------------------
John H. Parrott                            Date     
<PAGE>

/s/ Thomas L. Robertson                    3/25/96          Director
---------------------------------------
Thomas L. Robertson                        Date     


/s/ S. Frank Smith                         3/25/96          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
                          (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)               

         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)           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)                     

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

         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)               
<PAGE>

         Exhibit No.      Description (continued)                         Page
         ----------       -----------                                     ----
         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)                                 

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