RGCO

                               Roanoke Gas Company
                               1998 Annual Report
<PAGE>

                                Table Of Contents


  1    Letter To Stockholders
  2    An Interview With John Williamson, CEO
  4    Review Of Operations
 10    Management's Discussion & Analysis
 16    1998 Financial Highlights
 17    Independent Auditors' Report
 18    Consolidated Balance Sheets
 20    Consolidated Statements Of Earnings



 21    Consolidated Statements Of Stockholders' Equity
 22    Consolidated Statements Of Cash Flows
 23    Notes To Consolidated Financial Statements
 34    Summary Of Gas Sales & Statistics
 35    Summary Of Capitalization Statistics
 36    The Company's Board Of Directors And Officers
       General Corporate Information - Inside Back Cover
       Notice Of Annual Meeting - Back Cover





Southwest Virginia And Southern West Virginia's
Choice For Comfort And Economy

Natural Gas
Propane

[Map of Virginia and West Virginia showing Company's market area for natural
gas and propane.]

<PAGE>

Letter To Stockholders

  Dear Stockholder:

       I am pleased to report that the year ended September 30, 1998, produced
several new records and numerous changes. On the records side, we achieved our
BEST earnings year ever, in both net income and earnings per share. Net income
was $2.7 million, up 18 percent over last year, while per share earnings of
$1.60 were approximately 5 percent greater than the prior year. In addition,
dividends to shareholders were increased from $1.04 to $1.06 per share.

       The Company had 2,994 net customer additions for the year, a 5 percent
growth rate. Natural gas customers increased approximately 2 percent and propane
customers increased by approximately 25 percent. New records were set in propane
deliveries at 7.7 million gallons, up 17 percent. Natural gas volumes were up 1
percent on 6 percent warmer weather.

       There were several significant changes and highlights this year. On
January 27, 1998, we sold 181,500 shares of stock through our first public
offering since the Company was capitalized in the 1940s. The offering was very
successful and permitted us to strengthen our balance sheet and lower our cost
of debt and composite interest rate. In a milestone in employee relations, we
made permanent a previously experimental skills based compensation plan for
bargaining unit employees when we implemented a two-year labor contract
effective August 1, 1998.

       There were also personnel changes. On February 1, 1998, I took over as
President and Chief Executive Officer. At the same time, Arthur L. Pendleton was
promoted to Executive Vice President and Chief Operating Officer and John S.
D'Orazio was promoted to Vice President of Marketing and New Construction. In
May, Dale P. Moore joined us as Director of Rates, Regulatory Affairs and
Financial Planning. With the other experienced and talented managers already in
place, I feel we are building a strong team with which to grow the Company.

       Our most significant change underway is a proposed corporate
reorganization into a holding company structure. In July, RGC Resources, Inc.
was chartered and is in position to become the holding company in our new
corporate structure. Subject to shareholder approval at the Annual Meeting and
receipt of regulatory approvals by the Securities and Exchange Commission and
the state regulatory commissions, we will implement the new structure. I believe
this change is critical in meeting several of our key business strategies, in
particular positioning for deregulation, acquisition, and diversification.

       We have continued our employment of technology and upgrading of computer
systems and recently installed, and are in the early stages of converting to an
enhanced Customer Information and Billing System. The new system also
complements our Year 2000 compliance activities which include a mixture of
systems tests, upgrades and replacements. We added a second IBM AS/400 computer
to facilitate our Year 2000 readiness program and to provide for an offsite
emergency back-up system to ensure continuation of operations in the event of a
major disruption, system failure, or work site dislocation. We also rolled out a
new internet home page, which can be accessed at www.roanokegas.com.

       We were busy on the regulatory front and implemented final rates
following state commission orders in all three natural gas operating companies.
The most recent order was issued in July in the Roanoke Gas case. The rate
relief in the Roanoke Gas rate case was not adequate given the extent of our
renewal program for replacing older portions of the distribution system. As a
consequence, we filed a new rate case on September 30 and anticipate placing
increased rates into effect, subject to refund, in March 1999. We had an
aggressive year in the renewal program, replacing over eight miles of cast iron
or bare steel mains and approximately 650 bare steel customer service lines.

       I am pleased with the results of operations and the progress we have made
this year. I am excited about the opportunities the new millennium and a new
corporate structure will offer, and I look forward to continued deregulation
efforts in the energy sector of the economy. I believe we are taking the
necessary steps to position the Company to succeed in changing markets.

       I thank you for your interest in Roanoke Gas Company and for your
continuing decision to invest in company stock.

Sincerely,

/s/ John B. Williamson III
--------------------------
John B. Williamson III
President and CEO

                                       1
                                                            1998 Annual Report
<PAGE>

An Interview With John Williamson, CEO
Regarding The Proposed Corporate Restructuring

Q:  Why do you believe reorganizing Roanoke Gas Company and its subsidiaries
under a holding company is necessary?

JBW: I believe that for this Company to realize its full potential it must be
positioned to grow not only natural gas and propane operations, but also expand
into other activities that are a good fit with the Company's experience,
marketing, and service capabilities. In our current structure, all activities
are under the utility company and are subject to the restrictions placed on
regulated public service corporations. With the establishment of a new holding
company, to be called RGC Resources, Inc., activities not specifically related
to utility operations can be organized and operated without the public service
corporation restrictions. The enhanced flexibility should facilitate our growth
and diversification efforts.

Q:  How will Roanoke Gas Company, Bluefield Gas Company, and Diversified Energy
Company be affected by the corporate restructuring?

JBW: Each company will continue to exist and carry out its mission. Bluefield
Gas Company and Diversified Energy Company will operate as subsidiaries of RGC
Resources, Inc. rather than as subsidiaries of Roanoke Gas Company. Commonwealth
Public Service Corporation, which is currently a subsidiary of Bluefield Gas
Company for Bluefield operations in Virginia, will be merged into Roanoke Gas
Company so that there will be only one natural gas subsidiary in each state.
Roanoke Gas will also become a subsidiary of RGC Resources, Inc. In addition,
other subsidiaries may be formed under RGC Resources to carry out other
operations. Diversified Energy Company, trading as Highland Propane Company and
Highland Gas Marketing, could expand beyond selling propane and brokering
natural gas to industrial customers.

Q:  How will a shareholder of Roanoke Gas Company be affected?

JBW: A shareholder will own stock in RGC Resources, Inc., and RGC Resources,
Inc. will own 100% of the common stock equity in Roanoke Gas Company, Bluefield
Gas Company, and Diversified Energy Company. The existing shares of Roanoke Gas
Company will be exchanged for an equivalent number of shares of RGC Resources,
Inc. The assets, earnings and customer base underlying a share of stock will be
the same. After the restructuring is complete, shareholders will receive shares
of RGC Resources, Inc. in exchange for their shares of Roanoke Gas Company. The
dividends per share and earnings per share of RGC Resources, Inc. will be
determined using criteria similar to that previously used by Roanoke Gas
Company. The primary difference will be the name change and a capital and
organizational structure that will enhance opportunities for growth and
diversification. RGC Resources stock will trade on the Nasdaq National Market
under the symbol RGCO.

      Of course, you need to keep in mind that I am summarizing a complex
transaction. The Company's Proxy Statement for the 1999 Annual Meeting provides
detailed information about the proposed holding company structure and its
potential effects. To be fully informed, each shareholder should read the entire
Proxy Statement carefully.

Q:  Why will RGC Resources, Inc. have more authorized shares of stock than
Roanoke Gas Company?

JBW: To significantly grow the Company, additional equity capital may be needed.
Furthermore, having a larger number of authorized shares will facilitate issuing
new equity to help fund that growth. In addition, the Company may decide to
split the stock by providing a stock dividend to existing shareholders. We had
planned to increase the number of authorized shares of Roanoke Gas Company for
these purposes, even if a corporate restructuring was not envisioned.
Establishing RGC Resources, Inc. with a greater number of authorized shares from
the start, saves the time and cost of going through a separate process to
increase the number of authorized shares.

                                       2
Roanoke Gas Company
<PAGE>

Q:  Why do the articles of incorporation for RGC Resources, Inc. provide for the
possibility of issuing preferred stock?

JBW: There are no current plans to issue preferred stock. However, having the
opportunity for the Board of Directors to issue series of preferred stock
provides the Company with an important potential tool to facilitate
acquisitions. Preferred stock can be issued without voting rights, and the
dividend rate on preferred stock can be set lower than the rate on current
common stock. This could also lessen the likelihood of any dilution of earnings
or voting strength of existing common stock shareholders.

Q:  How quickly will the restructuring occur?

JBW: We have filed applications for approval with the Securities and Exchange
Commission, the State Corporation Commission in Virginia, and the Public Service
Commission in West Virginia. The proposal will be submitted for shareholder
approval at the Annual Meeting in February 1999, and we anticipate regulatory
approval shortly thereafter. We currently are working to complete the
reorganization in the third fiscal quarter of 1999.

                             [FLOW CHARTS]

Present Corporate Structure                    Planned Corporate Structure

     Shareholders                                    Shareholders
          |                                               |
     Roanoke Gas                                      Resources
      |        |                                      |       |
Diversified    Bluefield                       Roanoke Gas    Diversified
                   |                                   |
               Commonwealth                         Bluefield











                                       3
                                                            1998 Annual Report
<PAGE>

Review Of Operations

Business Strategies

       The cover of our Annual Report reflects our key business strategies. They
have been management's focus for the past year, and we believe they will remain
important Company themes into the new millennium.

       Certainly, "acquisition and geographic expansion" are important to
continued growth and enhancing shareholder value and, when combined with "the
propane alternative," we feel the two strategies create the potential for
significant market growth. We acquired the propane assets of U.S. Gas in Bedford
and Franklin counties, Virginia, in December 1997. In 1998, we established new
bulk propane storage facilities in Rockbridge and Alleghany counties in
Virginia, and we added to our sales force to facilitate expansion. We are
evaluating the potential for extending natural gas service to the town of Rocky
Mount near Roanoke. A new pipeline now under construction for an additional
natural gas supply to Bluefield will enhance expansion opportunities there.

       We have continued to focus on our "saturation program", which is designed
to optimize pipeline assets already in the ground. Over 50% of our new natural
gas customers in 1998 were conversions from other energy sources to natural gas
and were either located along existing mains or were served with minor line
extensions. We also continued to focus much of our marketing effort on our
"trade ally relations" strategy, so that builders, developers and heating and
plumbing contractors see us as an energy partner who responds quickly and
professionally to their needs in meeting their customers' demands.

       We believe there will be further deregulation in the energy and utility
business, requiring significant management attention. We have installed and are
in the early stages of converting to an enhanced Customer Information and
Billing System as part of our "positioning for deregulation" strategy. This
system is expected to be followed by other enhancements to enable us to manage
the complexities of working with multiple natural gas commodity retailers,
accept electronic bill payments and offer internet access with respect to
customer and billing information. Our proposal to restructure to a holding
company ties together the strategies of "diversification" and positioning for
deregulation. While future diversification will be done prudently and in areas
of our core competence, we believe exploring new opportunities are important to
our overall growth and improved shareholder value goals.

Financial

       The Company established another new benchmark as it surpassed again the
previous year's earnings and posted net income of $2,726,879, or $1.60 per
share, for fiscal 1998. The previous year was also a record year with earnings
of $2,309,880 or $1.54 per basic share. The shareholders' investment in the
Company grew by $5,867,630 to $26,454,581, which amounts to $14.75 per share. At
September 30, 1998, the market value of the Company's stock was $19.50 per
share, or 132% of book value.

       In November 1997, the directors voted to increase the regular quarterly
dividend from $0.26 to $0.265 per share effective February 1, 1998. The current
annual dividend of $1.06 per share is a 5.44% yield on the current market value
of the Company's stock and represents a payout of 66% based on earnings for
fiscal 1998.

       In June 1998, the Company issued $5,000,000, 7.804%, First Mortgage
Notes, due in 2008. The proceeds of the First Mortgage Notes were used to
replace the outstanding First Mortgage Bonds, 10.00%, Series K (principal
amount: $1,350,000) and the outstanding First Mortgage Bonds, 10.375%, Series L
(principal amount: $1,994,000). This replacement is a "blend and extend"
arrangement that replaced 50-year-old covenants with modern covenants that
mirror recent debenture debt replacement. The ten-year bullet secured note
replaces the amortizing Series K and Series L First Mortgage Bonds. The
remainder of the proceeds of the First Mortgage Notes ($1,656,000) was used for
general corporate purposes.

       In October of 1998 the Company filed an application with the Virginia
State Corporation Commission seeking approval for authority to issue common
stock as part of the Company's existing dividend reinvestment plan. The
Company's authority to issue stock as part of this plan was for a five-year
period ending November 10, 1998. On October 26, 1998, the Company was granted
the requested authority.

       The Company has unsecured lines of credit through its cash management
system totaling $21,000,000, at interest rates substantially below prime. These
lines are subject to annual renewal and do not require compensating balances.
The average month-end balance of short-term debt in 1998 was approximately
$5,280,000, at an average interest rate of approximately 6.19%. The month-end
balance at September 30, 1998 was $4,584,000, at an average interest rate of
6.18%.

       Please refer to "Management's Discussion & Analysis of Financial
Condition and Results of Operations" for additional information on the Company's
capital resources and for an analysis of changes in revenue and expenses.

Marketing & Sales

       Roanoke Gas Company, Bluefield Gas Company and Highland Propane Company,
consolidated, experienced another year of sustained customer growth with
approximately 3,000 net additions. This growth represents an overall net
customer addition rate of 5%. On an individual company basis, net customer
additions were approximately 2% for Roanoke Gas Company, 1% for Bluefield Gas
Company, and 25% for Highland Propane. Highland Propane now serves over 11,000
propane customers, nearly doubling its customer base in a four-year period. On
the natural gas side, conversions represented approximately 51% of the new
customer growth for Roanoke Gas Company and 82% for Bluefield Gas Company.

       Highland Propane surpassed 2,800 tank installations in a single year for
the first time in the Company's history. These installations

                                       4
Roanoke Gas Company
<PAGE>

[GRAPH]

NATURAL GASS AND PROPANE
CUSTOMER GROWTH

                          1994      1995      1996      1997      1998

Natural Gas Customers    48544     49813     51094     52763     53556
Propane Customers         5684      6006      6410      8829     11004


represent a 27% increase over last year's installations and nearly tripled the
1996 installations. Tank installations were up in most geographic areas, with
Southwest Virginia leading the way with an increase of 52% from fiscal 1997,
followed by Roanoke with a 12% increase. Highland Propane expanded its marketing
efforts in the outlying portions of the current service area including Bedford
County, Rockbridge County and Alleghany County, Virginia, and Raleigh, Fayette
and northern Greenbrier counties, West Virginia.

       The marketing strategy for both propane and natural gas continues to
center around maintaining strong trade ally relationships, establishing
one-on-one contacts with members of the sales team and providing real-time
customer service. This strategy has been the nucleus of our success, and the
number of trade allies continues to grow as we expand into new areas in Virginia
and West Virginia. As we continue to expand our trade ally base, we seek
feedback from the trade ally group to improve our sales and service to our
customers.

       Our commission sales force focuses on the addition of new gas customers
along existing gas mains or the addition of new residential and commercial
propane customers. Natural gas conversions exceed the 650 customer mark for the
third year in a row, and the number of new propane tank sets increased by more
than 600 over last year. In addition, we have expanded our commissioned sales
force, and now have new representatives in Bedford County and Covington,
Virginia and Rainelle, West Virginia.

       The Company has been working closely with prospective industrial and
commercial customers, regional economic development groups and local
governments. We are excited about the future economic development potential of
area industrial parks and shell buildings under development.

       The Company remains actively involved in various leadership positions
within the community, including but not limited to, the Roanoke Regional Chamber
of Commerce, Hollins University, Junior Achievement, United Way, The Virginia
Western Foundation, The Salvation Army, YMCA, Community School, Boys and Girls
Club of the Roanoke Valley, and the Roanoke Regional and New River Valley
Homebuilders Associations. The Company takes its community responsibilities
seriously and encourages its employees to become involved in community affairs.

Customer Service

       Providing timely and accurate information to our customers is a key
corporate objective. We perform these functions within our Customer Service
Department using a blend of human resources and technology. As in the past, we
continue to serve our customers both by telephone and in person. Customer
Service centers are available in Rainelle and Bluefield, West Virginia and our
main Roanoke office. The Roanoke office also has the ability to receive overflow
calls from Bluefield. During the year, we answered 154,488 customer calls in the
Roanoke Customer Call Center. This is an average of 594 calls per work day. In
addition to customer calls, we served approximately 23,000 walk-in customers in
the Roanoke center.

       We continue to experience excellent customer participation with programs
such as bank drafts, budgets, and HeatShare. Our Customer Service Department is
also very involved in the implementation of the new Customer Information System,
and we are currently planning for upgrades to our customer call management
system.

      With many banks and credit unions in the Roanoke Gas and Bluefield Gas
service areas discontinuing their collection of utility payments, we have worked
diligently to promote our automatic bank draft program. In an effort to increase
the number of customers using bank draft, we have worked with local banks and
credit unions and provided a special bill insert to inform customers of this
convenient option. As a result of the program, approximately 9% of Roanoke Gas
customers and approximately 6% of Bluefield Gas customers are using the bank
draft option.

       With a renewed emphasis on the budget billing program this year, Roanoke
Gas and Bluefield Gas have experienced increased utilization of our budget
billing program by customers interested in equal monthly payments. As a result,
approximately 25% of Roanoke Gas customers and approximately 19% of Bluefield
Gas customers now take advantage of the budget billing option.

       Our HeatShare Program, which helps needy customers in the Roanoke Valley
pay their gas bills, had another very successful year. Approximately $50,000 was
collected from donations by the Company, its employees and customers. During the
sixteen-year history of the program, approximately $900,000 has been donated to
assist over 6,300 families.

     The Company's Credit and Collection policies were reviewed and revised in
January of 1998 in an effort to decrease aged receivables, more aggressively
resolve past delinquencies and ultimately reduce bad debt write-off amounts in
future years. By implementing proactive collection procedures, customer
delinquencies are quickly identified and resolved in a professional and
effective manner. Our 1998 bad debt write-off amounts reflect an increase over
the prior year as a result of these initiatives. However, the amount of past due
balances carried into the new fiscal year is reduced. The net result is a
healthier receivable portfolio going into 1999.


                              5 
                                                            1998 Annual Report
<PAGE>

Review Of Operations

       To continue to attain our goal of lowering aged receivables and reducing
bad debt write-offs, we are currently utilizing telephone and computer
technologies to increase outbound contacts and timely account followup. We have
strengthened outsourcing relationships to broaden the scope of our collection
efforts. We seek to send a fair but firm message to our customers that
communicates both our willingness to cooperate in resolving past due balances
amicably and our commitment to, when necessary, take appropriate actions to
recover revenues lost to delinquencies. We believe in the long run this approach
is in the best interest of all customers by keeping bad debt cost lower and
minimizing the impact of this cost on overall service rates.

Plant Additions

       Capital additions for the fiscal year 1998 totaled approximately
$9,584,000 for the consolidated companies, inclusive of additional assets
acquired from the purchase of U.S. Gas Company. Total additions were up 19%
compared to 1997 fiscal year expenditures of $8,053,000. Accelerated growth,
primarily within the propane company, continues to drive the increased capital
spending. Bluefield Gas accounted for 9% of all capital expenditures at
$866,000. Bluefield Gas Company's capital expenditures represent an increase
over the previous year of 42%. The larger expenditures in Bluefield are
partially related to the construction of two miles of 4" coated steel pipe that
will connect Bluefield's distribution system to the Phoenix Energy Sales
Pipeline. This connection will provide Bluefield with a second source of gas
supply originating from the Consolidated Natural Gas Gathering System near
Coopers, West Virginia. Bluefield Gas installed 227 new service lines and 2.9
miles of new mains in fiscal 1998, compared to 149 new service lines and 1.3
miles of new mains in fiscal 1997.

       Highland Propane capital additions for fiscal 1998 were 39% of the total
additions, or approximately $3,691,000, which was an increase of 58% over last
year. New propane installations totaled $2,662,000, compared to $1,919,000 in
fiscal 1997. Highland Propane installed 2,890 new tank sets in fiscal 1998,
compared to 2,280 last year, a 27% increase.

       Roanoke Gas invested approximately $5,026,000 in capital additions, or
52% of the total company capital additions. New business expenditures, including
mains, meters and new service lines, totaled $2,173,000 in fiscal 1998 compared
to $2,825,000 last year. Roanoke Gas installed 1,498 new service lines and 12.2
miles of new mains in fiscal 1998, compared to 1,518 new service lines and 18.6
miles of new mains last year. The increase in the number of services per mile of
main was a direct result of successful efforts to increase customer saturation
by converting homes along existing mains to natural gas.

       The Company also increased its main replacement and service renewal
outlays, investing $1,656,000 in fiscal 1998, compared to $1,384,000 last year.
During fiscal 1998, the Company replaced 756 natural gas service lines and 9.1
miles of main compared to previous year totals of 598 service lines and 8.1
miles of main. In 1992, Roanoke Gas Company began an extensive 25-year facility
replacement program designed to reduce maintenance costs over the long term and
improve system integrity by replacing all cast iron and bare steel mains and
services with modern coated steel or plastic piping. During recent years,
Bluefield Gas Company was also added to the program. We remain on schedule for a
year 2017 target completion date.

[PHOTO]
Jack Cassell demonstrates the new electric monitoring sensors at the Company's
Liquefied Natural Gas (LNG) Plant. This equipment is part of a planned upgrade
at the LNG plant.

       Other fiscal 1998 increases in plant additions included: $142,000 for new
electronic monitoring sensors at the Company's Liquefied Natural Gas (LNG)
Plant; $331,000 for new construction equipment and vehicle purchases; and
$724,000 for new computer equipment, software additions and upgrades.

       For fiscal 1999, the Company has budgeted $8,500,000 for capital
additions and replacements. Major items will include $2,600,000 to support
propane customer growth, $2,900,000 for new natural gas customer additions,
$1,300,000 to replace bare steel and cast iron mains and services, $600,000 for
new transportation equipment and $400,000 for information systems and technology
applications.

                                       6
Roanoke Gas Company
<PAGE>

[GRAPH]

CAPITAL ADDITIONS

                 1994        1995      1996          1997           1998

Roanoke        4,463,672   4,463,672  4,281,600    5,118,473      5,026,350
Bluefield        572,032     572,032    580,896      608,105        866,088
Highland         573,588     573,588    677,877    2,326,223      3,346,176

[GRAPH]

NATURAL GAS

Year      Natural             Propane

1994      3.906208            0.435643
1995      3.255788            0.445386
1996      4.237287            0.496335
1997      4.359843            0.594844
1998      4.032359            0.475118

[GRAPH]

PROPANE
          Natural             Natural
          Gulf Spot           Gulf Spot

1994      2.039               0.2835
1995      1.562               0.3238
1996      2.378               0.3649
1997      2.544               0.4255
1998      2.344               0.2927


Energy Supply

       One of the strongest El Nino events on record delivered unseasonably warm
winter weather to the majority of the United States during fiscal 1998. Our
Roanoke service area recorded 4,054 heating degree days for the fiscal year,
which was 4% fewer heating degree days than the long-term normal.

       While the entire heating season turned out to be mild, cool to normal
weather existed over most of the U.S. during the fall of 1997. Cool weather in
conjunction with abnormally low natural gas storage levels combined to cause an
unusually early peak in natural gas commodity prices. However, the unseasonably
warm weather in January and February of 1998 resulted in a significant decline
in both natural gas and propane commodity prices. Gas commodity prices for the
monthly indexes relevant to Roanoke Gas decreased almost 7.5% over the previous
fiscal year. Commodity prices for propane also declined significantly late in
fiscal 1998.

       While the average commodity prices have fallen over the past fiscal year,
natural gas remains a volatile commodity. To reduce volatility and provide a
more stable gas price for customers, the company uses a variety of hedging
mechanisms, including summer storage injections. As part of this program,
Roanoke Gas Company utilitized a financial hedging pilot program during the past
heating season. In the coming heating season, Roanoke Gas will continue its
pilot program for a second year, and Bluefield Gas will begin a pilot program in
West Virginia. The Company also uses fixed price contracts and financial hedges
to manage volatility in propane prices.

       Roanoke Gas continues to use a mixture of long-term (one year or more),
mid-term (seasonal) and short-term (spot) gas acquisition contracts for the
Company's natural gas and propane supplies. The Company's objective is to create
a reliable and economical mixture of gas supply contracts without limiting its
ability to adapt to changing market conditions. Long-term suppliers currently
include Coral Energy, Cabot Oil and Gas, Engage Energy, Exxon, Columbia Energy
Services, Northridge Petroleum and Southern Company Energy Marketing.

       Roanoke Gas Company regards storage supplies as an integral component of
its natural gas supply portfolio. The Roanoke and Bluefield operations combined
hold the rights to about 2.9 billion cubic feet (BCF) of natural gas storage
space. This storage includes pipeline and third party underground facilities in
both the Gulf coast and Appalachian areas, as well as its own LNG storage in
Botetourt County, Virginia.

                                       7
                                                           1998 Annual Report
<PAGE>
Review Of Operations

ROANOKE AREA ENERGY SUPPLY

[Map appears here showing major geographical areas and transmission
pipeline capacity for the Roanoke Gas service area.]

BLUEFIELD AREA ENERGY SUPPLY

[Map appears here showing major geographical areas and transmission
pipeline capacity for the Bluefield Gas service area.]


Information Systems

       Company systems and processes need to correspond to business strategies,
changing conditions and opportunities. As part of our plan of positioning the
Company for deregulation and diversification, the Company researched, analyzed,
and then started the implementation of a new Customer Information System (CIS).
The goal is to complete the implementation during the summer of 1999. In
addition to aligning Company systems with long-term business strategies,
considerable progress is being made on the Year 2000 issue to assure system
reliability and stability for continuing business into the new millennium.

       The new CIS builds on an already highly functional system. Functionality
such as on-line real-time information, an extensive relational database ranging
from billing information to tracking detail of all customer contacts, and full
integration with the financial systems are fundamental. The new CIS allows for
enhancements to provide Specialized Gas Billing for a deregulated environment
and a flexible design to further improve employee efficiency. This platform
positions the Company's systems for the future. It is highly adaptable and
prepared for additional system modules such as Internet Commerce, Marketing and
Sales Management, and Multi-Entity Communications.

[PHOTO]
Debbie Wright, Customer Service Associate, demonstrates the information system
that allows her to access real-time data on customers when they call us with an
inquiry.

       Roanoke Gas has made considerable progress in converting its systems to
be Year 2000 compliant. Essentially, all of the core IBM AS/400 systems have
been converted, with the exception of propane, which should be completed by
mid-1999. All Local Area Network (LAN) and Wide Area Network (WAN) systems have
been upgraded. The remaining systems are believed to be compliant or a plan is
in place to reach compliance. We plan for the majority of systems to be tested
and certified by December 31, 1998. We believe that most of our vendors,
suppliers and major customers are dedicated to the problem with intentions of
completing their efforts in a timely manner. Though our list of systems seems
complete, management continues to search for systems throughout the Company that
may need attention. Employee awareness and contingency planning are a top
priority of the Company's Year 2000 task force. See "Management's Discussion &
Analysis" for further discussion of the Company's Year 2000 remediation program.

       The Company added a segregated test environment that included a second
AS/400 and an additional network file server. This should help facilitate the
implementation of the new CIS, allow thorough Year 2000 testing and improve the
test environment for all systems development. The segregated test environment
also upgrades the Company's Disaster Recovery Planning by enabling an internal
recovery hot-site.

                                       8
Roanoke Gas Company
<PAGE>



Nonregulated Operations

       Fiscal year 1998 marked the second consecutive year that propane customer
growth exceeded 25%. Diversified Energy Company, trading as Highland Propane
Company, began operation in 1979, partially as a means to provide propane gas
service to future natural gas expansion areas and for selected commercial
applications. Over the years, propane has grown in popularity. With new high
efficiency propane gas appliances providing the warmth and comfort of gas heat,
propane has become the energy of choice for many residential and commercial
customers in areas not served by natural gas pipelines. Over the last two years,
the number of new propane customer additions exceeded that of natural gas.

       Highland Propane has expanded its service territory in both Virginia and
West Virginia. Geographic expansions were made east into Bedford County, one of
the fastest growing counties in Virginia, and north into Rockbridge, Alleghany
and Bath counties in Virginia. The West Virginia markets were extended into
Summers, Fayette and Raleigh counties. Our goal is to not only expand
geographically, but to increase the saturation of propane customers within the
existing service area. Over the past several years, we have installed additional
satellite storage facilities to serve as hubs that improve our delivery
efficiencies. These satellite facilities also provide target areas for us to
concentrate our saturation sales efforts. Storage facility installations added
in fiscal 1998 include Low Moor, near Covington, Virginia, Buena Vista, east of
Lexington, Virginia and Bedford, Virginia. We have a total of 12 bulk storage
facilities located throughout our service area.

       Total sales by the propane company were 7.7 million gallons with 4,054
Roanoke heating degree days in fiscal 1998, compared to 6.6 million gallons with
4,298 heating degree days in fiscal 1997. Increased customer growth offset the
warmer weather, resulting in a 17% increase in total gallons delivered.

       Management is continually evaluating ways to improve efficiencies and
reduce overall operating expense. We are in the process of implementing a
computer aided graphic dispatch system to improve overall delivery services and
enhance current marketing efforts. The dispatch system will be based on Global
Positioning Satellite (GPS) technology and will produce detailed maps for all of
our delivery routes. These maps will not only serve as a delivery tool, but will
provide valuable information to help our sales staff improve market area
saturation.

       Diversified Energy Company, trading as Highland Gas Marketing, sold just
over 2 million decatherms of natural gas in 1998, an increase of 77% over 1997.
The increase in sales was partially due to warmer weather, which resulted in
fewer days of natural gas supply interruptions for large volume industrial users
who use alternative sources of energy on extremely cold days. Highland Gas
Marketing buys interruptible supplies of spot gas and temporary interstate
pipeline transportation services, and resells them to large industrial customers
that contract with the local utility for delivery from the interstate pipeline
to the customer's meter. The natural gas marketing business is highly
competitive with relatively low margins; however, it also has a low cost of
operation with minimal facility and personnel requirements.

Market Price & Dividend Information

       The Company's common stock is listed on the Nasdaq National Market under
the trading symbol RGCO. This provides shareholders, brokers and others with
immediate access to the latest bid and ask prices and creates greater liquidity
in the Company's stock. The table below sets forth the range of bid prices for
shares of the Company's common stock, as reported in the Nasdaq National Market.
Additionally, the firm of Scott & Stringfellow, Inc. has experienced research
analysts who are knowledgeable about the natural gas distribution utility
industry and includes Roanoke Gas Company in its equity research database.

       Although the Company has paid continuous quarterly dividends to its
shareholders since August 1, 1944, and has increased dividends for the past
three years, the Company has not established a formal policy with respect to
dividends. Payment of dividends is within the discretion of the Company's Board
of Directors and will depend upon, among other factors, earnings, capital
requirements and the operating and financial condition of the Company. There can
be no assurance that these or other conditions will not negatively affect the
Company's ability to pay dividends in the future. In addition, the Company's
long-term indebtedness contains restrictions on cumulative net earnings of the
Company and dividends previously paid. At September 30, 1998 and 1997,
respectively, the Company had 1,837 and 1,853 common shareholders of record in
conjunction with 1,794,416 and 1,527,486 common shares outstanding.

                                          Range of            Cash
                                         Bid Prices         Dividends
                                                            Declared
--------------------------------------------------------------------------------
      Fiscal Year Ended           High            Low
      September 30,
--------------------------------------------------------------------------------

1998
      First Quarter             $21.375        $17.500        $.265
      Second Quarter             22.750         19.250         .265
      Third Quarter              22.250         19.750         .265
      Fourth Quarter             20.703         18.125         .265

 1997
      First Quarter             $18.000        $16.750         $.26
      Second Quarter             18.250         17.000          .26
      Third Quarter              17.750         15.750          .26
      Fourth Quarter             18.125         16.000          .26

                                        9
                                                            1998 Annual Report
<PAGE>
Management's Discussion & Analysis
Of Financial Condition And Results Of Operations

                      Roanoke Gas Company and Subsidiaries
                             Selected Financial Data
                           Years Ended September 30,

<TABLE>
<CAPTION>

                                        1998            1997          1996          1995           1994
-------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>             <C>            <C>           <C>
Operating Revenues                    $59,387,092   $65,047,826   $ 65,770,873    $ 48,611,147  $ 58,195,857
Operating Margin                       23,279,585    22,464,921     22,030,795      19,435,864    19,902,497
Operating Earnings                      4,717,026     4,403,423      4,035,304       3,522,258     3,537,267
Earnings Before Interest Charges        4,822,590     4,550,333      4,113,044       3,701,907     3,592,351
Net Earnings                            2,726,879     2,309,880      2,196,672       1,777,240     1,677,098
Net Earnings Per Share                       1.60          1.54           1.51            1.26          1.25
Cash Dividends Declared
      Per Share                              1.06          1.04           1.02            1.00          1.00
Book Value Per Share                        14.75         13.48          12.86           12.25         11.88
Average Shares Outstanding              1,701,048     1,503,388      1,455,999       1,408,659     1,339,402
Total Assets                           69,134,920    62,593,258     58,921,099      51,614,667    49,579,447
Long-Term Debt
      (Less Current Portion)           20,700,000    17,079,000     20,222,124      17,504,047    16,414,900
Stockholders' Equity                   26,464,581    20,596,951     18,975,001      17,555,172    16,424,919
Shares Outstanding At September 30,     1,794,416     1,527,486      1,475,843       1,432,512     1,382,343
</TABLE>


General

       The core business of Roanoke Gas Company and its public utility
affiliates (collectively, the Company) is the distribution of natural gas to
approximately 53,500 customers in the cities of Roanoke, Salem, and Bluefield,
Virginia and Bluefield, West Virginia, and the surrounding areas. This service
is provided at rates and for the terms and conditions set forth, approved and
regulated by the State Corporation Commission in Virginia (the Virginia
Commission) and the Public Service Commission in West Virginia (the West
Virginia Commission). As a public utility, the Company is required to ensure
that it has adequate capacity to serve the ongoing needs of its customers. To
meet these needs, the Company continues to expand its facilities to keep pace
with the residential, commercial, and industrial growth in its service areas.
The Company continues to experience customer growth and plans to meet the needs
of its current and future customers by attracting adequate investment capital
and by filing and receiving timely rate increases when needed from the state
commissions.

       The Company also serves approximately 11,000 propane accounts in
southwestern Virginia and southern West Virginia and serves natural gas
industrial transportation customers by brokerage of natural gas supplies through
its subsidiary, Diversified Energy Company, which trades as Highland Propane
Company and Highland Gas Marketing. Propane sales have become an important
aspect of the consolidated Company's operations, with the annual growth in
propane customers now exceeding the annual growth in natural gas customers.

       While the demand for natural gas and propane continues to increase in the
Roanoke Gas and Bluefield Gas service territory, the weather normalized per
capita residential usage is declining due to energy conservation,
high-efficiency furnaces and appliances, and better-insulated homes. The effect
of such per capita declines, unless offset by new customer growth, a strong
revenue stream during the winter, or requested rate relief, could result in a
decline in the Company's net operating earnings as a percentage of the common
equity investment. Competition from alternative fuels and/or suppliers could
also impact the Company's profitability levels.

       Roanoke Gas Company, Commonwealth Public Service Corporation, a
subsidiary of Bluefield Gas, and Bluefield Gas Company currently hold the only
franchises and/or certificates of public convenience and necessity to distribute
natural gas in their respective Virginia and West Virginia service areas. These
franchises are for multi-year periods and are effective through January 1, 2016
in Virginia and August 23, 2009 in West Virginia. While there are no assurances,
the Company believes that it will be able to negotiate acceptable franchises
when the current agreements expire. Certificates of public convenience are of
perpetual duration.

Forward-Looking Statements

       From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and development
activities and similar matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements. In order to comply
with the terms of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to differ materially
from the anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include the following: (i) obtaining adequate rate relief from regulatory
authorities

                                       10
Roanoke Gas Company
<PAGE>

on a timely basis; (ii) earning an adequate return on invested capital on a
consistent basis; (iii) increasing expenses and labor costs and availability;
(iv) price competition from alternative 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; (vii)
general economic conditions both locally and nationally; and (viii) developments
in electricity and natural gas deregulation and associated industry
restructuring. In addition, the Company's business is seasonal in character and
strongly influenced by weather conditions. Extreme changes in winter heating
degree days from the normal or mean can have significant short-term impacts on
revenues and gross margins.

Capital Resources & Liquidity

       Roanoke Gas Company's primary capital needs are the funding of its
continuing construction program and the seasonal funding of its stored gas
inventories. The Company's capital expenditures for fiscal 1998 were a
combination of replacements and expansions, reflecting the need to replace older
cast iron and bare steel pipe with plastic pipe, while continuing to meet the
demands of customer growth. Total capital expenditures for fiscal 1998 were
approximately $9.6 million allocated as follows: $5.0 million for Roanoke Gas
Company, $.9 million for Bluefield Gas Company and $3.7 million for Highland
Propane Company. Depreciation cash flow provided approximately $3.6 million in
support of capital expenditures, or approximately 37% of total investment.
Historically, consolidated capital expenditures were $8.1 million in 1997 and
$5.5 million in 1996. It is anticipated that future capital expenditures will be
funded with the combination of depreciation cash flow, retained earnings, sale
of Company equity securities and issuance of debt.

       At September 30, 1998, the Company had available lines of credit for its
short-term borrowing needs totaling $21 million, of which $4,584,000 was
outstanding. Short-term borrowing, in addition to providing limited capital
project bridge financing, is used to finance summer and fall gas purchases,
which are stored in the underground facilities of Columbia Gas Transmission
Corporation, Tennessee Gas Pipeline Company and Virginia Gas Storage Company, as
well as in the Company's above-ground LNG storage facility, to ensure adequate
winter supplies to meet customer demand. At September 30, 1998, the Company has
$7,051,044 in inventoried natural gas supplies.

       Short-term borrowings, together with internally generated funds,
long-term debt and the sale of common stock through the Company's Dividend
Reinvestment and Stock Purchase Plan (Plan), have been adequate to cover
construction costs, debt service and dividend payments to shareholders. The
terms of short-term borrowings are negotiable, with average rates of 6.19% in
1998, 5.97% in 1997 and 5.84% in 1996. The lines do not require compensating
balances. The Company utilizes a cash management program, which provides for
daily balancing of the Company's temporary investment and short-term borrowing
needs with interest rates indexed to the 30-day LIBOR interest rate plus a
premium. The program allows the Company to maximize returns on temporary
investments and minimize the cost of short-term borrowings.

       Stockholders' equity increased for the period by $5,867,630, reflecting
an increase of $895,502 in retained earnings, the sale of 181,500 shares of
stock through a public offering in January for net proceeds of $3,387,496, the
net issuance of $613,564 of common stock for U.S. Gas, Inc., and proceeds of
$971,068 of new common stock purchases through the Plan and the Restricted Stock
Plan For Outside Directors.

       At September 30, 1998, the Company's consolidated capitalization was 56%
equity and 44% debt, compared to 50% equity and 50% debt at September 30, 1997.

Regulatory Affairs

       During the past fiscal year, the Company received Final Orders in three
rate increase requests and two gas cost hedging proposals. On December 29, 1997,
the West Virginia Commission issued a Final Order authorizing a rate increase of
$132,800 effective for bills rendered on and after March 2, 1998 by Bluefield
Gas Company. On March 16, 1998, the Virginia Commission issued a Final Order
authorizing a rate increase of $65,917 for service rendered on and after
November 28, 1997 by Commonwealth Public Service Corporation. On August 6, 1998,
the Virginia Commission issued a Final Order in the Roanoke Gas Company rate
increase request authorizing an increase on $237,634 for services rendered on
and after January 1, 1997. Both increases in Virginia resulted in refunds to
customers which had been reserved.

       With respect to gas cost hedging, the Virginia Commission approved a
two-year extension of Roanoke Gas Company's existing gas cost hedging pilot
program. On July 7, 1998, the West Virginia Commission's Division of
Administrative Law Judges issued a decision approving a two-year pilot gas cost
hedging program for Bluefield Gas Company. This decision became final on July
27, 1998. The pilot programs proposed to employ gas costs hedges for up to 50%
of its normal winter demand not supplied from storage. Both hedging programs are
intended to help protect against supply-related price volatility adversely
impacting customer billing rates.

       Roanoke Gas Company filed an application with the Virginia Commission on
September 30, 1998 seeking an annual increase in non-gas rates of $877,000. This
request represents a 1.8% increase in billing rates and a 5.1% increase to the
non-gas margins. The Company expects this increase to become effective under
bond and subject to refund on February 28, 1999. A hearing is scheduled in April
1999, with an order anticipated in the fall of 1999. The Company will establish
adequate reserves for any refund the Virginia Commission may order following
review of the Staff's report on the application.

      In addition to the standard rate case items, the Virginia application
includes a proposal for a Distribution System Renewal Surcharge which would
provide a mechanism that the Company would use to recover the depreciation and
carrying costs of distribution system renewal expenses on a periodic basis. The
Company is also proposing

                                       11
                                                     1998 Annual Report

<PAGE>

Management's Discussion & Analysis
Of Financial Condition And Results Of Operations


a Revenue Stabilization Surcharge that would go into effect during any year in
which the weather was 5% warmer or colder than the long-term normal level. This
surcharge will help protect both the customer and the Company from major swings
in revenue due to abnormal weather. In the current proceeding, the Company is
also proposing to move to therm billing for all customers. The therm billing
rates will not go into effect until after the issuance of the Final Order in
this proceeding.

       While not part of the rate case, the Company has begun discussions with
the Staff of the Virginia Commission regarding area specific rates which will
permit timely recovery of the depreciation and carrying charges of main
extensions into previously unserved areas. Area specific rates are something the
Company intends to pursue in the future to facilitate the timely recovery of
main extension costs in rates.

Proposed Holding Company Reorganization

       The Company filed a Form U-1 with the Securities and Exchange Commission
on October 16, 1998, seeking approval to reorganize the Company into a holding
company with three separate subsidiaries. The filing provides that the holding
company will be established as RGC Resources, Inc., and the subsidiaries will be
Roanoke Gas Company, Bluefield Gas Company, and Diversified Energy Company.
Included in the application for the new structure is a request for approval to
merge Commonwealth Public Service Corporation into Roanoke Gas Company, creating
a single public utility in the state of Virginia for the distribution of natural
gas. The Company expects a decision from the SEC in the spring of 1999.

       In addition to the Form U-1 filing, the Company made simultaneous state
filings on October 21, 1998 seeking state approval of the proposed holding
company structure, as well as approval of the resulting affiliate agreements.
The Company must receive orders from both state Commissions before the SEC will
take final action. Shareholders of Roanoke Gas also must approve the proposed
reorganization.

Results Of Operations

Fiscal Year 1998 Compared With Fiscal Year 1997

OPERATING REVENUES - Operating revenues for the natural gas utilities decreased
$5,985,129 to $51,857,052 in 1998 from $57,842,181 in 1997. The decrease is
attributed to weather that was approximately 6% warmer in 1998 than in 1997 and
a 7.5% decrease in the unit cost of natural gas. Operating revenues for propane
increased $324,395 to $7,530,040 in 1998 from $7,205,645 in 1997 due to a 25%
increase in net customer growth even though revenues per gallon decreased 10.9%
due to the lower price of propane.

ENERGY VOLUMES - The volume of natural gas delivered to customers increased
71,436 MCF to 10,875,481 MCF in 1998 from 10,804,045 MCF in 1997. Although the
weather was approximately 6% warmer than last year, customer growth increased
throughput for the period. Propane sales volumes increased 1,134,318 gallons to
7,702,384 gallons in 1998 from 6,568,066 gallons in 1997. The increase is
attributable to the increase in the number of customers.

COST OF ENERGY - The cost of natural gas declined $6,204,265 to $32,471,072 in
1998 from $38,675,337 in 1997. The decrease was due to a 7.5% decrease in the
unit cost of natural gas and an increase in transportation volumes of 889,620
MCF. The cost of propane decreased $271,133 to $3,636,435 in 1998 from
$3,907,568 in 1997. The decrease in the unit cost was associated with an
abundant supply of propane due to weather that was approximately 4% warmer than
normal in the Company's service area and also warmer nationally.

OTHER OPERATING EXPENSES - Other operations and maintenance expenses decreased
$496,811 or 5.2% to $9,015,786 in 1998 from $9,512,597 in 1997. The decrease was
primarily the result of reductions in pension expense and bad debt accruals and
the absence of regulatory asset write-offs which occurred in 1997.

       General taxes decreased $80,172 to $2,376,227 in 1998 from $2,456,399 in
1997. Increases in business license and merchants taxes, franchise taxes and
property taxes were more than offset by decreases in the revenue-sensitive taxes
(gross receipts and business and occupation taxes).

       Income taxes increased $242,542 to $1,100,506 in 1998 from $857,964 in
1997, due to higher pre-tax income in 1998.

       Depreciation and amortization expenses increased $272,366 to $2,806,278
in 1998 from $2,533,912 in 1997 due to increased depreciation related to normal
additions to plant in service.

       Other operating expenses - propane operations includes the operating and
maintenance expenses, taxes and depreciation of Highland Propane Company. These
costs increased to $3,263,762 in 1998 from $2,700,626 in 1997. The $563,136
increase was mainly attributable to growth in customers and assets.

OTHER INCOME - Other income, net of other deductions, decreased $41,346 to
$105,564 in 1998 from $146,910 in 1997. The decrease was primarily associated
with rate refund expenses and the write-off of obsolete and damaged propane
tanks.

INTEREST CHARGES - Total interest charges decreased $144,742 to $2,095,711 in
1998 from $2,240,453 in 1997. Interest charges were lower due to the payoff of
$2,500,000 in long-term debt in October 1997 and the use of the proceed from the
issuance of 181,500 shares of common stock in January 1998.

NET EARNINGS AND DIVIDENDS - Net earnings for 1998 were $2,726,879 as compared
to $2,309,880 in 1997. The $416,999 increase in earnings can be attributed to
cost management and customer growth. Basic earnings per share of common stock
were $1.60 in 1998 compared to $1.54 in 1997. Dividends per share of common
stock were $1.06 in 1998 compared to $1.04 in 1997.

Fiscal Year 1997 Compared With Fiscal Year 1996

OPERATING REVENUES - Operating revenues for the natural gas utilities decreased
$2,225,226 to $57,842,181 in 1997 from $60,067,407 in 1996. The decrease in
revenues is attributed to weather that was approximately 8% warmer in 1997 than
in 1996. Operating revenues for propane increased $1,502,179 to $7,205,645 in
1997 from $5,703,466 in 1996 due to the tremendous growth in the number of
customer additions and higher billing rates impacted by propane cost.

                                       12
Roanoke Gas Company

<PAGE>

ENERGY VOLUMES - The volume of natural gas delivered to customers was down
365,903 MCF to 10,804,045 MCF in 1997 from 11,169,948 MCF in 1996 primarily
attributable to weather that was approximately 8% warmer than the weather in
1996. While customer growth was on par for the period, sales were down in all
categories, with the exception of transportation volumes, due to weather.
Propane sales volumes for 1997 were 6,568,066 gallons compared to 5,997,912
gallons in 1996, an increase of 570,154 gallons; again, indicative of the
increase in customer growth.

COST OF ENERGY - The cost of natural gas was $38,675,337 in 1997 compared to
$40,763,104 in 1996. The $2,087,767 decrease was due to a 3% decline in volume
and a 2% decrease in unit cost, both of which were impacted by weather that was
approximately 8% warmer in 1997 than in 1996. The cost of propane was up
$930,594 due to an increase in sales volume of 570,154 gallons associated with
customer growth and a 20% increase in unit cost.

OTHER OPERATING EXPENSES - Other operations and maintenance expenses decreased
$411,894 or 4.15% to $9,512,597 in 1997 from $9,924,491 in 1996. Although the
Company had increases in expenses associated with health insurance and bad debt
accruals, legal expenses and the write-off of regulatory assets, these were more
than offset by reductions in post-retirement benefit expenses and maintenance
expenses and increased capitalization of labor and overheads associated with
additional capital projects.

       General taxes increased $54,631 to $2,456,399 in 1997 from $2,401,768 in
1996. While there were decreases in the revenue-sensitive taxes (gross receipts
and occupation taxes), business license and merchants taxes, franchise taxes and
property taxes increased.

       Income taxes were down $105,931 to $857,964 in 1997 from $963,895 in
1996, due to lower pre-tax income in 1997.

       Depreciation and amortization expenses increased $239,465 to $2,533,912
in 1997 from $2,294,447 in 1996 due to depreciation on normal additions to plant
in service and an increase in depreciation rates associated with a depreciation
study.

       Other operating expenses - propane operations includes the operating and
maintenance expenses, taxes and depreciation of Highland Propane Company. These
costs increased $289,736 to $2,700,622 in 1997 from $2,410,890 in 1996. The
increase was mainly due to depreciation on increased plant associated with
customer growth and increased income taxes associated with higher taxable
income.

OTHER INCOME - Other income, net of other deductions, increased $69,170 to
$146,910 in 1997 from $77,740 in 1996. The increase was primarily due to jobbing
revenues and interest income and the elimination of a write-down on nonutility
property which occured in 1996.

INTEREST CHARGES - Total interest charges increased $324,081 to $2,240,453 in
1997 from $1,916,372 in 1996. The increase was associated with higher increased
capital needs due to undercollections in the early winter months, higher
receivable balances, higher inventories, increased capital additions, interest
on rate refund reserve and higher average rates.

NET EARNINGS AND DIVIDENDS - Net earnings for 1997 were $2,309,880 as compared
to $2,196,672 for 1996. Basic earnings per share of common stock were $1.54 in
1997 compared to $1.51 in 1996. Dividends per share of common stock were $1.04
in 1997 compared to $1.02 in 1996. The $113,208 increase in earnings can be
attributed to cost containment and customer growth.

[GRAPH]

                                   COMPARISON
                    Net Income to HDD (Heating Degree Days)


                 1994      1995      1996      1997      1998

Net Income     1677098   1777240   2196672   2309880   2726879
HDD               4416      3791      4696      4298      4054


Accounting Changes

       The Company adopted Statement of Financial Accounting Standards No. 128,
Earnings Per Share (Statement 128) in 1998. Statement 128 supersedes APB Opinion
No. 15, Earnings Per Share, and specifies the computation, presentation and
disclosure requirements for basic and diluted earnings per share (EPS) for
entities with publicly held common stock or potential common stock.

Recent Accounting Developments

       The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standards (SFAS) No. 129, Disclosure of Information about
Capital Structure, SFAS No. 130, Reporting Comprehensive Income, and SFAS No.
131, Disclosures about Segments of an Enterprise and Related Information. These
Statements are effective for fiscal years beginning after December 15, 1997. The
Company does not anticipate the adoption of the Statements will have a material
impact on its consolidated financial position, results of operations or
liquidity.

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, effective for all fiscal years beginning
after June 15, 1999. SFAS No. 133 establishes accounting and reporting standards
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires the recognition of

                                       13

                                                       1998 Annual Report

<PAGE>

Management's Discussion & Analysis
Of Financial Condition And Results Of Operations


all derivative instruments as assets or liabilities in the Company's balance
sheet and measurement of those instruments at fair value.

       The Company has entered into certain arrangements for hedging the price
of natural gas and propane gas for the purpose of providing price stability
during the winter months. The Company has not fully analyzed the impacts of the
provisions of SFAS No. 133 on the Company's financial statements.

Impact Of Inflation

       The cost of natural gas represented approximately 68% for fiscal 1998 and
72% for fiscal 1997 and 1996 of the total operating expenses of the Company's
gas utilities operations. However, under the present regulatory Purchased Gas
Adjustment mechanisms, the increases and decreases in the cost of gas are passed
through to the Company's customers.

       Inflation impacts the Company through increases in non-gas costs such as
insurance, labor costs, supplies and services used in operations and maintenance
and the replacement cost of plant and equipment. The rates charged to natural
gas customers to cover these costs can only be increased through the regulatory
process via a rate increase application. In addition to stressing performance
improvements and higher gas sales volumes to offset inflation, management must
continually review operations and economic conditions to assess the need for
filing and receiving adequate and timely rate relief from the state commissions.

[GRAPH]

MCF Delivered

<TABLE>
<CAPTION>

                              1994           1995           1996           1997           1998
<S>                         <C>           <C>              <C>           <C>             <C>
MCF                           10267038       9961877        11169948       10804045       10875481

</TABLE>

[GRAPH]
Gallons of Propane Delivered
<TABLE>
<CAPTION>

                              1994           1995           1996           1997           1998
<S>                         <C>           <C>              <C>           <C>             <C>
Gallons Delivered of Propane   5012830       4822277         5997912        6568066        7702384
</TABLE>

Year 2000

       Roanoke Gas Company has made significant progress in addressing the Year
2000 issue. The Year 2000 concern is caused by the movement from 1999 to the
year 2000. Many computer-based systems rely on the last two numbers of the date
to distinguish the year, and many of these systems will not recognize "00" as an
acceptable date. Even if systems will accept "00" as an appropriate date, many
systems will not distinguish the year 2000 from year 1900. Like all other
companies that use application software and rely on a computer-based
infrastructure that includes microprocessor systems, the Year 2000 issue affects
many areas of the Company's operations. The Company has formed a Year 2000 Task
Force comprised of a comprehensive group of employees who have developed a
written plan that addresses communications, system conversions, system testing,
and contingency planning.

       The Company has conducted an extensive inventory to identify and
categorize all of its embedded systems. These are systems which may be date
sensitive and control, monitor, or assist the operation of equipment, machinery
or plant functions. Generally, these systems contain microprocessor chips,
integrated circuits, or computer boards. The Company identified embedded systems
and other date-sensitive applications in customer service, operations, financial
systems, end-user applications, storage and distribution systems, meters,
telecommunications, vehicles, building controls and other areas. With the
embedded systems identified, each system is reviewed to determine if it is date
sensitive and how it can be tested. Manufacturers of each item are contacted
concerning available compliance information. An industry consultant is assisting
the Company with this phase. Testing procedures will be conducted where
applicable for individual

                                       14

Roanoke Gas Company

<PAGE>

date-sensitive embedded systems.

       The Company started converting systems in 1996. The majority of all
systems have been converted, and there is a plan in place to convert the
remaining systems by the spring of 1999. Most systems have been in production
for a minimum of nine months. With baseline validation complete, testing for the
Year 2000 and other key dates has begun. In October 1998, the Company set up a
training and testing lab, and operating system testing was completed in November
1998. The Company will be performing tests on all software applications in
December 1998. The Company intends to perform necessary remediation on systems
that failed the testing, and additional testing is scheduled for March 1999. All
PC client, operations, gas control, and energy supply testing is scheduled to be
completed in the spring of 1999.

       The Company is developing a contingency plan to identify the areas with
the highest potential risk of exposure and determining the functions that need
contingency plans. The Company anticipates that the contingency plans will be
developed and documented by the spring of 1999.

       The Virginia Commission and the West Virginia Commission are both closely
monitoring the Year 2000 conversions of all utilities in their respective
states. On July 1, 1998 the Virginia Commission Staff initiated a process which
required all utilities to file a summary of their progress toward Year 2000
compliance on July 22, 1998 with quarterly updates beginning in October 1998.
The West Virginia Commission issued General Order No. 253 on April 30, 1998 and
a Year 2000 Survey. The Order required survey responses by July 31, 1998, with
semi-annual updates beginning in January 1999.

       The Company currently maintains contingency plans for internal and
external operations. The Company also maintains emergency operating procedures.
With regard to internal systems, the Company believes that it has identified and
is addressing the Year 2000 compliance of the systems that pose the most
significant risk to its ability to provide safe and reliable service to
customers. Externally, the Company has initiated discussions with suppliers of
interstate transportation capacity and relies on their testing and remediation
methods to continue the supply of natural gas to its distribution system.
Furthermore, the Company has received and responded to letters from many of its
customers concerning our Year 2000 compliance status. Likewise, the Company has
held discussions with large-volume customers concerning their Year 2000
concerns. The Company intends to continually monitor any new developments.

       The Company believes that it is taking reasonable measures to ensure the
safe and uninterrupted delivery of natural gas. There can be no guarantee that
the systems of other companies and external services, such as water,
electricity, and telephone, on which the Company's operations rely, will be
timely converted, or will be converted in a matter compatible with the Company's
systems. If this were to occur, it would create a significant barrier to
providing service to the Company's customers and could result in material
increases in operating expenses and lost revenues.

       To date, the Company has spent approximately $35,000 on Year 2000
remediation activities. The Company projects that it will spend an additional
$109,000, over and above otherwise planned upgrades to systems and hardware,
over the course of the next two years to complete its Year 2000 readiness plan.

[PHOTO]
Michael Jones, Madeline Bowles, Nancy Sweeney, and Armell Bolden use the new
testing and training lab. Our computer lab will provide testing and training for
employees in many departments.


Environmental Issues

       Both Roanoke Gas Company and Bluefield Gas Company operated manufactured
gas plants (MGPs) as a source of fuel for lighting and heating until the early
1950s. The process involved heating coal in a low-oxygen environment to produce
a manufactured gas that could be distributed through the Company's pipeline
system 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 Company MGP site. An analysis at
the Bluefield Gas Company site indicates some soil contamination. 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 sites. 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 Commission related to environmental matters at other companies,
the Company believes it would be able to recover prudently incurred costs.
Additionally,

                                       15

                                                       1998 Annual Report

<PAGE>

Management's Discussion & Analysis
Of Financial Condition And Results Of Operations


a stipulated rate case agreement between the Company and the West Virginia
Commission recognized the Company's right to defer MGP cleanup costs, should any
be incurred, and to seek rate relief for such costs. If the Company eventually
incurs costs associated with a required cleanup of either MGP site, the Company
anticipates recording a regulatory asset for such cleanup costs which are
anticipated to be recovered 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.

[PHOTO]
Don Jones, Project Engineer, fills his car with clean, efficient compressed
natural gas. Driving automobiles powered by natural gas is cleaner for our
environment.


                       Roanoke Gas Company & Subsidiaries
                            1998 FINANCIAL HIGHLIGHTS


Operating Revenues - Gas ................................   $51,857,052
Propane Revenues - Propane ..............................   $ 7,530,040
Other Revenues - Gas Marketing ..........................   $ 6,519,467
Merchandising And Jobbing ...............................   $   587,030
Interest Income .........................................   $    28,872
Gross Revenues ..........................................   $66,522,461
Net Earnings ............................................   $ 2,726,879
Net Earnings Per Share ..................................   $      1.60
Dividends Per Share - Cash ..............................   $      1.06
Total Customers - Natural Gas ...........................        53,582
Total Customers - Propane ...............................        11,004
Customers Per Employee ..................................           409
Total Natural Gas Deliveries - MCF ......................    10,875,481
Total Propane Sales - Gallons ...........................     7,702,384
Total Payroll Chargeable To Operations & Construction....   $ 5,876,183
Total Additions To Plant ................................   $ 9,238,614


                                       16

Roanoke Gas Company

<PAGE>


Independent Auditors' Report


The Board of Directors and Stockholders
of Roanoke Gas Company:

     We have audited the accompanying consolidated balance sheet of Roanoke Gas
Company and subsidiaries (the "Company") as of September 30, 1998, and the
related statements of earnings, stockholders' equity and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of the Company for the
years ended September 30, 1997 and 1996 were audited by other auditors whose
report, dated October 17, 1997, expressed an unqualified opinion on those
statements.

     We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the 1998 consolidated financial statements referred to
above present fairly, in all material respects, the financial position of the
Company as of September 30, 1998, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.


s/Deloitte & Touche LLP
Deloitte & Touche LLP


Charlotte, North Carolina
October 20, 1998

                                       17

                                                              1998 Annual Report

<PAGE>
KPMG Peat Marwick LLP
10 S. Jefferson Street, Suite 1710
Roanoke, VA 24011-1331





Independent Auditors' Report


The Board of Directors and Stockholders
Roanoke Gas Company:


We have audited the accompanying consolidated balance sheet of Roanoke Gas
Company and subsidiaries as of September 30, 1997, and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
years in the two-year period ended September 30, 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Roanoke Gas Company
and subsidiaries as of September 30, 1997, and the results of their operations
and their cash flows for each of the years in the two-year period ended
September 30, 1997, in conformity with generally accepted accounting principles.


                                                   s/KPMG Peat Marwick LLP
                                                   KPMG Peat Marwick LLP



Roanoke, Virginia
October 17, 1997


<PAGE>










Roanoke Gas Company and Subsidiaries
Consolidated Balance Sheets
September 30, 1998 and 1997

<TABLE>
<CAPTION>


Assets                                                          1998             1997
                                                                ----             ----
<S>                                                          <C>            <C>

Utility Plant:
   In service                                               $ 69,986,124      65,590,024
   Accumulated depreciation and amortization                 (24,644,581)    (22,612,963)
-----------------------------------------------------------------------------------------
        In service, net                                       45,341,543      42,977,061
   Construction work-in-progress                               1,674,543       1,088,083
-----------------------------------------------------------------------------------------
        Total utility plant, net                              47,016,086      44,065,144
-----------------------------------------------------------------------------------------
Nonutility Property:
   Propane                                                    10,188,124       6,634,369
   Accumulated depreciation and amortization                  (3,059,870)     (2,540,274)
-----------------------------------------------------------------------------------------
         Total nonutility property, net                        7,128,254       4,094,095
-----------------------------------------------------------------------------------------
Current Assets:
   Cash and cash equivalents                                      84,037         116,045
   Accounts receivable, less allowance for doubtful
        accounts of $202,652 in 1998 and $368,345 in 1997      3,051,474       4,188,984
   Inventories                                                 7,969,730       7,427,581
   Prepaid income taxes                                          712,687           7,368
   Deferred income taxes                                       1,868,888       1,206,995
   Underrecovery of gas costs                                         --         587,457
   Other                                                         451,027         420,674
-----------------------------------------------------------------------------------------
        Total current assets                                  14,137,843      13,955,104
-----------------------------------------------------------------------------------------
Other Assets                                                     852,737         478,915

-----------------------------------------------------------------------------------------
Total Assets                                                $ 69,134,920      62,593,258
-----------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.

                                       18

Roanoke Gas Company


<PAGE>

<TABLE>
<CAPTION>



Liabilities And Stockholders' Equity                                                         1998         1997
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                 <C>

Capitalization:
   Stockholders' equity:
     Common stock, $5 par value. Authorized 3,000,000 shares; issued and outstanding
      1,794,416 and 1,527,486 shares in 1998 and 1997, respectively                     $ 8,972,080        7,637,430
     Capital in excess of par value                                                       8,909,145        5,271,667
     Retained earnings                                                                    8,583,356        7,687,854
----------------------------------------------------------------------------------------------------------------------
     Total stockholders' equity                                                          26,464,581       20,596,951
   Long-term debt, excluding current maturities                                          20,700,000       17,079,000
----------------------------------------------------------------------------------------------------------------------
       Total capitalization                                                              47,164,581       37,675,951
----------------------------------------------------------------------------------------------------------------------
Current Liabilities:
   Current installments of long-term debt                                                        --        3,143,124
   Borrowings under lines of credit                                                       4,584,000        7,129,000
   Dividends payable                                                                        476,140          397,530
   Accounts payable                                                                       6,968,594        5,512,348
   Customer deposits                                                                        399,750          427,895
   Accrued expenses                                                                       4,224,693        4,233,860
   Refunds from suppliers - due customers                                                    85,572          425,860
   Overrecovery of gas costs                                                              1,269,829               --
----------------------------------------------------------------------------------------------------------------------
       Total current liabilities                                                         18,008,578       21,269,617
----------------------------------------------------------------------------------------------------------------------
Deferred Credits And Other Liabilities:
   Deferred income taxes                                                                  3,508,838        3,145,932
   Deferred investment tax credits                                                          452,923          492,357
   Other deferred credits                                                                        --            9,401
----------------------------------------------------------------------------------------------------------------------
       Total deferred credits and other liabilities                                       3,961,761        3,647,690
----------------------------------------------------------------------------------------------------------------------
Total Liabilities And Stockholders' Equity                                              $69,134,920       62,593,258
----------------------------------------------------------------------------------------------------------------------

</TABLE>


                                       19

                                                              1998 Annual Report

<PAGE>

Roanoke Gas Company and Subsidiaries
Consolidated Statements of Earnings
Years Ended September 30, 1998, 1997 and 1996

<TABLE>
<CAPTION>


                                                                             1998                1997               1996
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                <C>                 <C>
Operating Revenues:
   Gas utilities                                                         $ 51,857,052         57,842,181         60,067,407
   Propane operations                                                       7,530,040          7,205,645          5,703,466
----------------------------------------------------------------------------------------------------------------------------
       Total operating revenues                                            59,387,092         65,047,826         65,770,873
----------------------------------------------------------------------------------------------------------------------------
Cost Of Gas:
   Gas utilities                                                           32,471,072         38,675,337         40,763,104
   Propane operations                                                       3,636,435          3,907,568          2,976,974
----------------------------------------------------------------------------------------------------------------------------
       Total cost of gas                                                   36,107,507         42,582,905         43,740,078
----------------------------------------------------------------------------------------------------------------------------
Operating Margin                                                           23,279,585         22,464,921         22,030,795
----------------------------------------------------------------------------------------------------------------------------
Operating Expenses:
   Gas utilities:
     Operations                                                             7,583,583          8,049,833          8,056,211
     Maintenance                                                            1,432,203          1,462,764          1,868,280
     Taxes - general                                                        2,376,227          2,456,399          2,401,768
     Taxes - income                                                         1,100,506            857,964            963,895
     Depreciation and amortization                                          2,806,278          2,533,912          2,294,447
   Propane operations (including income taxes of $326,206, $309,137
     and $177,059 in 1998, 1997 and 1996, respectively)                     3,263,762          2,700,626          2,410,890
----------------------------------------------------------------------------------------------------------------------------
     Total operating expenses                                              18,562,559         18,061,498         17,995,491
----------------------------------------------------------------------------------------------------------------------------
Operating Earnings                                                          4,717,026          4,403,423          4,035,304
----------------------------------------------------------------------------------------------------------------------------
Other Income (Deductions):
   Gas utilities, net                                                          67,759             68,240            (20,931)
   Propane operations, net                                                     80,248            116,222            121,157
   Taxes - income                                                             (42,443)           (37,552)           (22,486)
----------------------------------------------------------------------------------------------------------------------------
      Total other income (deductions)                                         105,564            146,910             77,740
----------------------------------------------------------------------------------------------------------------------------
Earnings Before Interest Charges                                            4,822,590          4,550,333          4,113,044
----------------------------------------------------------------------------------------------------------------------------
Interest Charges:
   Gas utilities:
     Long-term debt                                                         1,550,734          1,740,998          1,621,661
     Other                                                                    398,409            441,444            292,301
   Propane operations                                                         146,568             58,011              2,410
----------------------------------------------------------------------------------------------------------------------------
      Total interest charges                                                2,095,711          2,240,453          1,916,372
----------------------------------------------------------------------------------------------------------------------------
Net Earnings                                                             $  2,726,879          2,309,880          2,196,672
----------------------------------------------------------------------------------------------------------------------------
Basic Earnings Per Share                                                 $       1.60               1.54               1.51
----------------------------------------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding - Basic                                 1,701,048          1,503,388          1,455,999
----------------------------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share                                               $       1.60               1.53               1.51
----------------------------------------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding - Diluted                               1,706,902          1,504,915          1,458,899
----------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.


                                       20

Roanoke Gas Company


<PAGE>


Roanoke Gas Company and Subsidiaries
Consolidated Statements Of Stockholders' Equity
Years Ended September 30, 1998, 1997 and 1996

<TABLE>
<CAPTION>

                                                                 Capital In                           Total
                                                 Common           Excess Of        Retained       Stockholders'
                                                 Stock            Par Value        Earnings           Equity
<S>                                               <C>                <C>              <C>               <C>    
---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1995                   $ 7,162,560        4,149,584        6,243,028        17,555,172
Net earnings                                            --               --        2,196,672         2,196,672
Cash dividends ($1.02 per share)                        --               --       (1,491,077)       (1,491,077)
Issuance of common stock (43,331 shares)           216,655          497,579               --           714,234
---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1996                     7,379,215        4,647,163        6,948,623        18,975,001
Net earnings                                            --               --        2,309,880         2,309,880
Cash dividends ($1.04 per share)                        --               --       (1,570,649)       (1,570,649)
Issuance of common stock (51,643 shares)           258,215          624,504               --           882,719
---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1997                     7,637,430        5,271,667        7,687,854        20,596,951
Net earnings                                            --               --        2,726,879         2,726,879
Cash dividends ($1.06 per share)                        --               --       (1,831,377)       (1,831,377)
Issuance of common stock (266,930 shares)        1,334,650        3,637,478               --         4,972,128
---------------------------------------------------------------------------------------------------------------
Balances, September 30, 1998                   $ 8,972,080        8,909,145        8,583,356        26,464,581
---------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       21

                                                             1998 Annual Report

<PAGE>

Roanoke Gas Company and Subsidiaries
Consolidated Statements Of Cash Flows
Years Ended September 30, 1998, 1997 and 1996


<TABLE>
<CAPTION>



                                                                             1998             1997               1996
----------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                   <C>            <C>

Cash Flows From Operating Activities:
   Net earnings                                                         $ 2,726,879         2,309,880         2,196,672
   Adjustments to reconcile net earnings to net cash provided by
   (used in) operating activities:
     Depreciation and amortization                                        3,577,872         3,247,015         2,810,314
     Loss (gain) on asset disposition                                        40,380             6,562            (4,202)
     Write-off of regulatory assets                                              --           132,523                --
     Decrease (increase) in over/underrecovery of gas costs               1,857,286         1,195,133        (2,019,589)
     Deferred taxes and investment tax credits                             (338,421)         (681,937)          789,052
     Other noncash items, net                                              (284,466)           93,131           160,936
     Changes in assets and liabilities which provided (used) cash:
           Accounts receivable and customer deposits, net                 1,109,365          (266,066)         (346,566)
           Inventories                                                     (542,149)          (24,995)       (2,054,592)
           Prepaid income taxes and other current assets                   (735,672)          349,405          (596,257)
           Accounts payable and accrued expenses                          1,447,079         1,599,788          (902,462)
           Refunds from suppliers - due customers                          (340,288)          401,995          (658,986)
-------------------------------------------------------------------------------------------------------------------------
      Net cash provided by (used in) operating activities                 8,517,865         8,362,434          (625,680)
-------------------------------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities:
   Additions to utility plant and nonutility property                    (9,238,614)       (8,052,801)       (5,522,977)
   Cost of removal of utility plant, net                                    (70,949)         (158,855)         (423,221)
   Proceeds from sales of assets                                            225,159           192,063            42,511
-------------------------------------------------------------------------------------------------------------------------
         Net cash used in investing activities                           (9,084,404)       (8,019,593)       (5,903,687)
-------------------------------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities:
   Proceeds from issuance of long-term debt                               3,356,000                --                --
   Retirement of long-term debt                                          (2,878,124)         (669,423)       (1,179,415)
   Net borrowings (repayments) under lines of credit                     (2,545,000)          476,500         8,598,000
   Proceeds from issuance of common stock                                 4,601,069           882,719           714,234
   Common stock issuance costs                                             (246,647)               --                --
   Cash dividends paid                                                   (1,752,767)       (1,549,914)       (1,473,025)
-------------------------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) financing activities                534,531          (860,118)        6,659,794
-------------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents                        (32,008)         (517,277)          130,427
Cash and Cash Equivalents, Beginning of Year                                116,045           633,322           502,895
-------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Year                                  $    84,037           116,045           633,322
-------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosures Of Cash Flows Information:
   Cash paid during the year for:
     Interest                                                           $ 2,148,861         2,065,893         1,493,801
------------------------------------------------------------------------------------------------------------------------
     Income taxes, net of refunds                                       $ 2,512,897         1,575,952         1,148,319
------------------------------------------------------------------------------------------------------------------------
   Noncash transactions:
     The Company refinanced $9,300,000 of current installments of
         long-term debt and borrowings under lines of credit as
         long-term debt in 1996.

     The assets of a propane company were acquired in December 1997
         in exchange for 34,317 shares of stock for a total value
         of $617,706.

     In June 1998, the Company refinanced the remaining balances of
         Series K and Series L First Mortgage Bonds in the amount of
         $3,344,000 into a First Mortgage Note due July 1, 2008.
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


See accompanying notes to consolidated financial statements.

                                       22

Roanoke Gas Company

<PAGE>


Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996


(1) Summary Of Significant Accounting Policies

General

     The consolidated financial statements include the accounts of Roanoke Gas
Company and its wholly owned subsidiaries (the "Company"), Bluefield Gas Company
and Diversified Energy Company, operating as Highland Propane Company and
Highland Gas Marketing. Roanoke Gas Company and Bluefield Gas Company are gas
utilities which distribute and sell natural gas to residential, commercial and
industrial customers within their service areas. Highland Propane Company
distributes and sells propane in southwestern Virginia and southern West
Virginia. Highland Gas Marketing brokers natural gas to several industrial
transportation customers of Roanoke Gas Company and Bluefield Gas Company.
     The primary business of the Company is the distribution of natural gas to
residential, commercial and industrial customers in Roanoke, Virginia;
Bluefield, Virginia; Bluefield, West Virginia; and the surrounding areas. The
Company distributes natural gas to its customers at rates and charges regulated
by the State Corporation Commission in Virginia and the Public Service
Commission in West Virginia.
     All significant intercompany transactions have been eliminated in
consolidation.
     During 1998, 1997 and 1996, no single customer accounted for more than 5
percent of the Company's sales, and no account receivable from any customer
exceeded five percent of the Company's total accounts receivable at September
30, 1998 and 1997.

Regulation

     The Company's regulated operations meet the criteria, and accordingly,
follow the accounting and reporting requirements of Statement of Financial
Accounting Standards ("SFAS") No. 71, Accounting for the Effects of Certain
Types of Regulation. The economic effects of regulation can result in regulated
companies recording costs that have been or are expected to be allowed in the
rate-setting process in a period different from the period in which the costs
would be charged to expense by an unregulated enterprise. When this results,
costs are deferred as assets in the consolidated balance sheet (regulatory
assets) and recorded as expenses as those same amounts are reflected in rates.
Additionally, regulators can impose liabilities upon a regulated company for
amounts previously collected from customers and for recovery of costs that are
expected to be incurred in the future (regulatory liabilities).
     The amounts recorded by the Company as regulatory assets and regulatory
liabilities are as follows:


                                                        September 30,
                                                   1998             1997
--------------------------------------------------------------------------
Regulatory Assets:
   Early retirement incentive costs            $   20,520          33,481
   Rate case costs                                  1,163           6,598
   Underrecovery of gas costs                          --         587,457
   Other                                           19,515              --
--------------------------------------------------------------------------
Total Regulatory Assets                        $   41,198         627,536
--------------------------------------------------------------------------
Regulatory Liabilities:
   Refunds from suppliers - due customers          85,572         425,860
     Overrecovery of gas costs                  1,269,829              --
--------------------------------------------------------------------------
Total Regulatory Liabilities                   $1,355,401         425,860
--------------------------------------------------------------------------


     During 1997, the Company wrote off regulatory assets totaling $132,523 upon
management's determination that, for rate-making purposes, recovery of these
costs in future revenues was no longer probable.

Utility Plant

     Utility plant is stated at original cost. The cost of additions to utility
plant includes direct charges and overhead. The cost of depreciable property
retired, plus cost of removal, less salvage is charged to accumulated
depreciation. Maintenance, repairs, and minor renewals and betterments of
property are charged to operations.

Depreciation and Amortization

     Provisions for depreciation are computed principally on composite
straight-line rates for financial statement purposes and on accelerated rates
for income tax purposes. Depreciation and amortization for financial statement
purposes are provided on annual composite rates ranging from 2 percent to 33
percent. The annual composite rates are determined by periodic depreciation
studies.

 Cash and Cash Equivalents

     For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.


                                       23

                                                             1998 Annual Report
<PAGE>



Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996


(1) Summary Of Significant Accounting Policies (continued)

Inventories

     Inventories consist primarily of propane and natural gas, which are valued
at the lower of average cost or market.

Unbilled Revenues

     The Company bills its natural gas customers on a monthly cycle basis,
although certain large industrial customers are billed at or near the end of
each month. The Company records revenue based on service rendered to the end of
the accounting period. The amounts of unbilled revenue receivable included in
accounts receivable on the consolidated balance sheets at September 30, 1998 and
1997 were $795,338 and $915,192, respectively.

Income Taxes

     Income taxes are accounted for using the asset and liability method. Under
the asset and liability method, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the years in which those
temporary differences are expected to be recovered or settled. The Company and
its subsidiaries file a consolidated federal income tax return. Federal income
taxes have been provided by the Company on the basis of the separate company
income and deductions.

Bond Expenses

     Bond expenses are being amortized over the lives of the bonds using the
bonds outstanding method.

Over/Underrecovery of Gas Costs

     Pursuant to the provisions of the Company's Purchased Gas Adjustment (PGA)
clause, increases or decreases in gas costs are passed on to its customers.
Accordingly, the difference between actual costs incurred and costs recovered
through the application of the PGA is reflected as a net deferred charge or
credit. At the end of the deferral period, the balance of the net deferred
charge or credit is amortized over the next 12-month period as amounts are
reflected in customer billings.

Earnings Per Share

     In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, Earnings per Share. SFAS No. 128 supersedes APB Opinion No. 15, Earnings
per Share, and specifies earnings per share (EPS) for entities with publicly
held common stock. Prior period EPS has been restated to conform to the new
statement.

Use of Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Stock Options

     On October 1, 1996, the Company adopted SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123), which permits entities to recognize as
expense over the vesting period the fair value of all stock-based awards on the
date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply
the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees,
and provide pro forma net earnings and pro forma net earnings per share
disclosures for stock option grants, as if the fair-value-based method defined
in SFAS No. 123 had been applied. The Company has elected to continue to apply
the provisions of APB Opinion No. 25 and provide the pro forma disclosures.

Reclassifications

     Certain reclassifications were made to prior year balances to conform with
current year presentations.


                                       24

Roanoke Gas Company

<PAGE>


Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996

(2) Allowance For Doubtful Accounts
      A summary of the changes in the allowance for doubtful accounts follows:

<TABLE>
<CAPTION>



                                                Years Ended September 30,
                                          1998             1997           1996
----------------------------------------------------------------------------------
<S>                                  <C>                    <C>             <C>

Balances, beginning of year             $ 368,345         279,316         171,947
Provision for doubtful accounts           481,297         660,400         550,777
Recoveries of accounts written off        188,309         125,035         131,499
Accounts written off                     (835,299)       (696,406)       (574,907)
----------------------------------------------------------------------------------
Balances, end of year                   $ 202,652         368,345         279,316
----------------------------------------------------------------------------------
</TABLE>



(3)   Borrowings Under Lines Of Credit
      A summary of short-term lines of credit follows:

<TABLE>
<CAPTION>


                                                                        September 30,
--------------------------------------------------------------------------------------------------------
                                                         1998             1997                1996
--------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>             <C>

Lines of credit                                        $21,000,000        20,000,000        18,000,000
Outstanding balance                                      4,584,000         7,129,000         6,652,500
Highest month-end balances outstanding                  12,929,000        15,896,000         7,587,000
Average month-end balances                               5,280,000         8,098,000         4,453,000
Average rates of interest during  year                        6.19%             5.97%             5.84%
Average rates of interest on balances outstanding             6.18%             6.14%             5.71%
---------------------------------------------------------------------------------------------------------
</TABLE>




(4) Long-term Debt
      Long-term debt consists of the following:
<TABLE>
<CAPTION>

                                                                                           September 30,
--------------------------------------------------------------------------------------------------------------
                                                                                      1998             1997
--------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                 <C>
Roanoke Gas Company:
   First mortgage bonds, collateralized by utility plant:
     Series K, 10%, due July 1, 2002, retired during 1998                           $       --       1,350,000
     Series L, 10.375%, due April 1, 2004, retired during 1998                              --       2,328,000
   Term debentures, collateralized by indenture dated October 1, 1991, with
     provision for retirement in varying annual payments through
     October 1, 2016 and interest rates ranging from 6.75% to 9.625%                 4,700,000       7,200,000
   Unsecured senior notes payable, interest at 7.66%, with provision
     for retirement of $1,600,000 for each year beginning
     December 1, 2014 through 2018                                                   8,000,000       8,000,000
   Obligations under capital leases, due in aggregate monthly payments
     of $3,076, including interest, through August 1998                                     --          31,624
     First mortgage notes payable, interest fixed at 7.804% due July 1, 2008         5,000,000              --
Bluefield Gas Company:
   Unsecured installment loan, with interest rate based on prime 8.75% at
     September 30, 1997, with provision for retirement of $50,000 for each
     year and a final payment of $12,500 on October 31, 1997                                --          12,500
   Unsecured note payable, interest at 7.28%, with provision for retirement of
    $25,000 quarterly beginning January 1, 2002 and a final payment of
    $1,125,000 on October 1, 2003                                                    1,300,000       1,300,000
--------------------------------------------------------------------------------------------------------------

</TABLE>



                                                                      continued



                                       25

<PAGE>
                                                             1998 Annual Report


Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996

(4) Long-term Debt (continued)

<TABLE>
<CAPTION>

                                                                                       September 30,
----------------------------------------------------------------------------------------------------------
                                                                                  1998             1997
----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>

Highland Propane Company:
   Unsecured note payable, interest at 7%, with provision for retirement
         on December 31, 2007                                                 $ 1,700,000               --
----------------------------------------------------------------------------------------------------------
Total long-term debt                                                           20,700,000       20,222,124
Less current maturities                                                                --       (3,143,124)
----------------------------------------------------------------------------------------------------------
Total long-term debt, excluding current maturities                            $20,700,000       17,079,000
----------------------------------------------------------------------------------------------------------
</TABLE>


     The above debt obligations contain various provisions including a minimum
interest charge coverage ratio and limitations on debt as a percentage of total
capitalization. The obligations also contain a provision restricting the payment
of dividends, primarily based on the earnings of the Company and dividends
previously paid. At September 30, 1998, approximately $4,500,000 of retained
earnings were available for dividends.

      The aggregate annual maturities of long-term debt, subsequent to September
30, 1998 are as follows:


  Years Ending September 30,
---------------------------------------------
           2001                $   775,000
           2002                    100,000
           2003                  2,125,000
           Thereafter           17,700,000
---------------------------------------------
           Total               $20,700,000
---------------------------------------------

                                       26

Roanoke Gas Company



<PAGE>





Roanoke Gas Company And Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996

(5) Income Taxes
  The details of income tax expense (benefit) are as follows:
<TABLE>
<CAPTION>

                                                                                 Years Ended September 30,
--------------------------------------------------------------------------------------------------------------------
                                                                        1998              1997            1996
--------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>               <C>


Charged to operating expenses - gas utilities:
Current:
   Federal                                                          $ 1,566,868         1,561,779           206,399
   State                                                                 54,764           (15,946)          (40,248)
--------------------------------------------------------------------------------------------------------------------
Total current                                                         1,621,632         1,545,833           166,151
--------------------------------------------------------------------------------------------------------------------
Deferred:
   Federal                                                             (447,054)         (668,660)          777,772
   State                                                                (34,638)           20,226            58,621
--------------------------------------------------------------------------------------------------------------------
Total deferred                                                         (481,692)         (648,434)          836,393
--------------------------------------------------------------------------------------------------------------------
Investment tax credits, net                                             (39,434)          (39,435)          (38,649)
--------------------------------------------------------------------------------------------------------------------
Total charged to operating expenses - gas utilities                   1,100,506           857,964           963,895
--------------------------------------------------------------------------------------------------------------------
Charged to other operating expenses - propane operations:
   Current                                                              139,592           282,380           185,377
   Deferred                                                             186,614            26,757            (8,318)
--------------------------------------------------------------------------------------------------------------------
Total charged to other operating expenses - propane operations          326,206           309,137           177,059
--------------------------------------------------------------------------------------------------------------------
Charged to other income and deductions - gas utilities:

   Current                                                               46,353            37,892            22,860
   Deferred                                                              (3,910)             (340)             (374)
--------------------------------------------------------------------------------------------------------------------
Total charged to other income and deductions - gas utilities             42,443            37,552            22,486
--------------------------------------------------------------------------------------------------------------------
Total income tax expense                                            $ 1,469,155         1,204,653         1,163,440
--------------------------------------------------------------------------------------------------------------------
</TABLE>




     Income tax expense for the years ended September 30, 1998, 1997 and 1996
differed from amounts computed by applying the U.S. Federal income tax rate of
34 percent to earnings before income taxes as a result of the following:

<TABLE>
<CAPTION>


                                                                              Years Ended September 30,
--------------------------------------------------------------------------------------------------------------------
                                                                     1998              1997              1996
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                     <C>             <C>

Net earnings                                                    $ 2,726,879         2,309,880         2,196,672
Income tax expense                                                1,469,155         1,204,653         1,163,440
--------------------------------------------------------------------------------------------------------------------
Earnings before income taxes                                    $ 4,196,034         3,514,533         3,360,112
--------------------------------------------------------------------------------------------------------------------
Computed "expected" income tax expense                            1,426,652         1,194,941         1,142,438
Increase (reduction) in income tax expense resulting from:
   Amortization of deferred investment tax credits                  (39,434)          (39,435)          (38,649)
   Other, net                                                        81,937            49,147            59,651
--------------------------------------------------------------------------------------------------------------------
Total income tax expense                                        $ 1,469,155         1,204,653         1,163,440
--------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       27

                                                              1998 Annual Report

<PAGE>

Roanoke Gas Company And Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996

(5) Income Taxes (continued)

  The tax effects of temporary differences that give rise to the deferred tax
assets and deferred tax liabilities are as follows:


                                                      September 30,
-------------------------------------------------------------------------
                                                 1998          1997
-------------------------------------------------------------------------
Deferred tax assets:
   Allowance for uncollectibles              $   74,740         132,818
   Accrued pension and medical benefits         909,898         803,852
   Accrued vacation                             172,707         173,731
   Over/underrecovery of gas costs              430,529        (225,309)
   Provision for rate refund                         --         176,972
   Costs on gas held in storage                 245,902          96,574
   Other                                         35,112          48,357
-------------------------------------------------------------------------
Total gross deferred tax assets               1,868,888       1,206,995
-------------------------------------------------------------------------
Deferred tax liabilities:
   Utility plant basis differences            3,508,489       3,145,361
   Other                                            349             571
-------------------------------------------------------------------------
Total gross deferred tax liabilities          3,508,838       3,145,932
-------------------------------------------------------------------------
Net deferred tax liability                   $1,639,950       1,938,937
-------------------------------------------------------------------------


                                       28

Roanoke Gas Company
<PAGE>

Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996

(6) Employee Benefit Plans

     The Company has a defined benefit pension plan (the "Plan") covering
substantially all of its employees. The benefits are based on years of service
and employee compensation. Plan assets are invested principally in cash
equivalents and corporate stocks and bonds. Company contributions are intended
to provide not only for benefits attributed to date but also for those expected
to be earned in the future.
     Pension expense includes the following components:

<TABLE>
<CAPTION>
                                                                          Years Ended September 30,
                                                                     1998           1997            1996
----------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>            <C>
Service cost for the current year                                $   157,705        142,467        148,465
Interest cost on the projected benefit obligation                    444,696        419,474        397,458
Actual return on assets held in the
  plan                                                            (1,005,797)    (1,030,919)      (717,703)
Net amortization and deferral of unrecognized gains and losses       525,244        647,436        372,234
-----------------------------------------------------------------------------------------------------------
Net pension  expense                                             $   121,848        178,458        200,454
-----------------------------------------------------------------------------------------------------------
</TABLE>

          The Plan's funded status is as follows:

<TABLE>
<CAPTION>
                                                                               September 30,
                                                                           1998             1997
--------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>
Actuarial present value of benefit obligations:
   Vested                                                              $(5,556,051)     (4,285,717)
   Nonvested                                                              (147,969)       (143,901)
--------------------------------------------------------------------------------------------------
Accumulated benefit obligation                                          (5,704,020)     (4,429,618)
Effect of anticipated future compensation levels and other events ..    (2,285,221)     (1,510,433)
--------------------------------------------------------------------------------------------------
Projected benefit obligation                                            (7,989,241)     (5,940,051)
Fair value of assets held in the plan                                    7,069,755       6,324,249
--------------------------------------------------------------------------------------------------
Excess (deficiency) of plan assets over projected benefit obligation   $  (919,486)        384,198
--------------------------------------------------------------------------------------------------
</TABLE>


     The excess (deficiency) of plan assets over the projected benefit
obligation consists of the following:

<TABLE>
<CAPTION>
                                                                             September 30,
                                                                          1998          1997
-----------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>
Net unrecognized gain due to past experience different than assumed   $  297,949     1,709,103
Unamortized transition liability                                        (224,533)     (329,977)
Unrecognized prior service cost                                          (56,629)      (75,503)
Accrued pension cost included in the consolidated balance sheet         (936,273)     (919,425)
-----------------------------------------------------------------------------------------------
Total                                                                 $  919,486       384,198
-----------------------------------------------------------------------------------------------
</TABLE>

      The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation was 6.75 percent for 1998 and
7.75 percent for 1997 and 1996. The rates of increase in future compensation
levels used in determining the actuarial present value of the projected
obligation in 1998, 1997 and 1996 were 4 percent for compensation increases
through December 1996 and 5 percent for compensation increases thereafter. The
assumed long-term rate of return on assets was 8.5 percent for 1998, 1997 and
1996.
      In addition to pension benefits, the Company has a postretirement benefits
plan which provides certain health care, supplemental retirement and life
insurance benefits to active and retired employees who meet specific age and
service requirements. The Plan is contributory. The Company has elected to fund
the Plan over future years. Approximately 74 percent of the consolidated annual
cost of the Plan is recovered from the Company's customers through rates.




                             29
                                                            Roanoke Gas Company

<PAGE>


Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996



(6) Employee Benefit Plans (continued)

     The following table presents the plan's funded status reconciled with the
amounts recognized in the Company's consolidated balance sheets:

<TABLE>
<CAPTION>
                                                                                     September 30,
                                                                                 1998            1997
------------------------------------------------------------------------------------------------------
    <S>                                                                         <C>              <C>
Accumulated postretirement benefits obligation:
   Retirees                                                                 $ 3,141,831      2,846,193
   Fully eligible active plan participants                                      964,981        712,308
   Other active plan participants                                             1,662,990      1,262,063
------------------------------------------------------------------------------------------------------
Total accumulated postretirement benefits obligation                          5,769,802      4,820,564
Plan assets at fair value, principally cash equivalents and mutual funds     (1,164,820)      (995,411)
------------------------------------------------------------------------------------------------------
Accumulated postretirement benefits obligation in excess of plan
  assets                                                                      4,604,982      3,825,153
Unrecognized net gain                                                           216,562        938,540
Unrecognized transition obligation                                           (3,559,500)    (3,796,800)
------------------------------------------------------------------------------------------------------
Postretirement benefits cost included in accrued  expenses                  $ 1,262,044        966,893
------------------------------------------------------------------------------------------------------
</TABLE>

  Net periodic postretirement benefits cost includes the following components:



<TABLE>
<CAPTION>
                                                                              Years Ended September 30,
                                                                          1998         1997         1996
----------------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>          <C>
Service cost for the current year                                     $  86,436       96,255       89,000
Interest cost on the accumulated postretirement benefits obligation     362,179      325,036      363,000
Return on assets held in the plan                                      (148,414)     (89,542)     (40,000)
Amortization of transition obligation                                   237,300      237,300      237,300
Net total of other components                                            61,882      (25,201)     (16,000)
----------------------------------------------------------------------------------------------------------
Net periodic postretirement benefits cost                             $ 599,383      543,848      633,300
----------------------------------------------------------------------------------------------------------
</TABLE>



     The weighted average discount rate used in determining the accumulated
postretirement benefits obligation was 6.75 percent, 7.75 percent and 7.75
percent for 1998, 1997 and 1996, respectively.

     For measurement purposes, 9 percent, 10 percent and 10.5 percent annual
rates of increase in the per capita cost of covered benefits (i.e., medical
trend rate) were assumed for 1998, 1997 and 1996, respectively; the rates were
assumed to decrease gradually to 5.25 percent by the year 2006 and remain at
that level thereafter. The medical trend rate assumption has a significant
effect on the amounts reported. For example, increasing the assumed medical cost
trend rate by one percentage point each year would increase the accumulated
postretirement benefits obligation as of September 30, 1998 by approximately
$682,946 or 12 percent, and the aggregate of the service and interest cost
components of net postretirement benefits cost by approximately $80,326, or 16
percent.

     The Company also has a defined contribution plan covering all of its
employees who elect to participate. The Company made annual matching
contributions to the plan based on 70 percent in 1998 and 1997 and 50 percent in
1996 of the net participants' basic contributions (from 1 to 6 percent of their
total compensation). The annual cost of the plan was $206,766, $217,466 and
$134,188 for 1998, 1997 and 1996, respectively.


                             30
                                                          Roanoke Gas Company

<PAGE>


Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996


(7) Common Stock Options

     During 1996, the Company's stockholders approved the Roanoke Gas Company
Key Employee Stock Option Plan (the "Plan"). The Plan provides for the issuance
of common stock options to officers and certain other full-time salaried
employees to acquire a maximum of 50,000 shares of the Company's common stock.
The Plan requires each option's exercise price per share to equal the fair value
of the Company's common stock as of the date of grant.
     The aggregate number of shares under option pursuant to the Roanoke Gas
Company Key Employee Stock Option Plan are as follows:

<TABLE>
<CAPTION>

                                            Number Of     Weighted Average   Option Price
                                              Shares       Exercise Price      Per Share
------------------------------------------------------------------------------------------
<S>                                           <C>              <C>           <C>
Options outstanding, September 30, 1996       13,000           15.500
Options granted                               21,500           16.875
------------------------------------------------------------------------------------------
Options outstanding, September 30, 1997       34,500           16.357        15.500-16.875
Options granted                               15,500           20.625
Options exercised                            (13,000)          16.346
------------------------------------------------------------------------------------------
Options outstanding, September 30, 1998       37,000           18.149        15.500-20.625
------------------------------------------------------------------------------------------
</TABLE>


      Under the terms of the Plan, the options become exercisable six months
from the grant date and expire 10 years subsequent to the grant date. All
options outstanding were fully vested and exercisable at September 30, 1998 and 
1997.
      The per share weighted-average fair values of stock options granted during
1998, 1997 and 1996 were $2.85, $1.08 and $1.63, respectively, on the dates of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions:



                                   Years Ended September 30,
                                 1998        1997        1996
                               --------     ------      ------
Expected dividend yield          5.14%       5.78%       5.83%
Risk-free interest rate          4.33%       6.29%       6.44%
Expected volatility             21.00%      10.00%      42.00%
Expected life                  10 years    10 years    10 years


     The Company uses the intrinsic value method of APB Opinion No. 25 for
recognizing stock-based compensation in the consolidated financial statements.
Had the Company determined compensation cost based on the fair value at the
grant date for its stock options under the provisions of SFAS No. 123, the
Company's 1998 net earnings and basic earnings per share would have been
$2,697,709 and $1.58; 1997 net earnings and basic earnings per share would have
been $2,278,093 and $1.52; and 1996 net earnings and basic earnings per share
would have been $2,182,681 and $1.50.





                             31 
                                                          1998 Annual Report

<PAGE>

Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996

(8) Related Party Transactions

     Certain of the Company's directors render services or sell products to the
Company. The significant services relate to legal fees charged to the Company of
approximately $185,000, $182,000 and $69,000 in 1998, 1997 and 1996,
respectively. The products included natural gas purchases of approximately
$6,052,000, $3,052,000 and $1,950,000 in 1998, 1997 and 1996, respectively. It
is anticipated that similar services and products will be provided to the
Company in 1999.

(9) Environmental Matters

     Both Roanoke Gas Company and Bluefield Gas Company operated manufactured
gas plants (MGPs) as a source of fuel for lighting and heating until the early
1950's. A by-product of operating MGPs was coal tar, and the potential exists
for on-site tar waste contaminants at the former plant sites. The extent of
contaminants at these sites, if any, is unknown at this time. An analysis of the
Bluefield Gas Company 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 prior operations. Therefore, the Company has no plans
for subsurface remediation at the MGP sites. Should the Company eventually be
required to remediate either site, 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. A stipulated rate case agreement between the Company and the West
Virginia Public Service Commission recognized the Company's right to defer MGP
cleanup costs at the Bluefield site, should any be incurred, and to seek rate
relief for such costs. If the Company eventually incurs costs associated with a
required cleanup of either MGP site, the Company anticipates recording a
regulatory asset for such cleanup costs to be recovered in future rates. Based
on anticipated regulatory actions and current practices, management believes
that any costs incurred related to this matter will not have a material effect
on the Company's financial condition.

(10) Commitments

     The Company has short-term contracts with natural gas suppliers requiring
the purchase of approximately 4,420,000 dekatherms of natural gas at varying
prices during the period October 1, 1998 through September 30, 1999. In
addition, the Company has short-term contracts with propane suppliers requiring
the purchase of approximately 4,415,000 gallons of propane during the period
October 1, 1998 through September 30, 1999. Management does not anticipate that
these contracts will have a material impact on the Company's fiscal year 1999
consolidated results of operations.

(11) Fair Value Of Financial Instruments

     SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
requires disclosure of the estimated fair values of certain financial
instruments. SFAS No. 107 defines the fair value of a financial instrument as
the amount at which the instrument could be exchanged in a current transaction
between willing parties.
     The carrying amount of cash and cash equivalents and borrowings under lines
of credit are a reasonable estimate of fair value due to their short-term nature
and because the rates of interest paid on borrowings under lines of credit
approximate market rates.
     The fair value of long-term debt is estimated by discounting the future
cash flows of each issuance at rates currently offered to the Company for
similar debt instruments of comparable maturities. The carrying amounts and
approximate fair values are as follows:


<TABLE>
<CAPTION>

                                             September 30,
                               1998                               1997
                      ----------------------------       ------------------------
                      Carrying        Approximate       Carrying        Approximate
                       Amount         Fair Value         Amount         Fair Value
                      ---------      ------------      ----------      ------------
<S>                 <C>               <C>              <C>              <C>
Long-term debt      $20,700,000       24,287,744       20,222,124       21,384,604
                    ===========       ==========       ==========       ==========
</TABLE>


          Judgment is required in interpreting market data to develop the
estimates of fair value. Accordingly, the estimates determined as of September
30, 1998 and 1997 are not necessarily indicative of the amounts the Company
could have realized in current market exchanges.


                             32
Roanoke Gas Company


<PAGE>

Roanoke Gas Company and Subsidiaries
Notes To Consolidated Financial Statements
Years Ended September 30, 1998, 1997 and 1996

(11) Fair Value Of Financial Instruments (continued)

Derivative and Hedging Activities

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. It requires the recognition of all derivative instruments as
assets or liabilities in the Company's balance sheet and measurement of those
instruments at fair value. The accounting treatment of changes in fair value is
dependent upon whether or not a derivative instrument is designated as a hedge
and if so, the type of hedge.
     The Company has entered into certain arrangements for hedging the price of
natural gas and propane gas for the purpose of providing price stability during
the winter months. The Company has not fully analyzed the impact of the
provisions of SFAS No. 133 on the Company's financial statements.

(12) Quarterly Financial Information (Unaudited)

     Quarterly financial data for the years ended September 30, 1998 and 1997 is
summarized as follows:


<TABLE>
<CAPTION>
                                       First             Second            Third            Fourth
1998                                  Quarter            Quarter          Quarter           Quarter
-----------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>               <C>               <C>
Operating revenues                   $20,796,021       21,750,333        8,982,316         7,858,422
-----------------------------------------------------------------------------------------------------
Operating earnings (loss)            $ 2,071,945        2,662,581          153,192          (170,692)
-----------------------------------------------------------------------------------------------------
Net earnings (loss)                  $ 1,544,234        2,123,464         (281,216)         (659,603)
-----------------------------------------------------------------------------------------------------
Basic earnings (loss) per share      $      1.00             1.24             (.16)             (.48)
-----------------------------------------------------------------------------------------------------

                                       First             Second            Third            Fourth
1997                                  Quarter            Quarter          Quarter           Quarter
-----------------------------------------------------------------------------------------------------
Operating revenues                   $22,412,424       24,580,783        9,894,442         8,160,177
-----------------------------------------------------------------------------------------------------
Operating earnings (loss)            $ 1,840,530        2,394,999          261,537           (93,643)
-----------------------------------------------------------------------------------------------------
Net earnings (loss)                  $ 1,331,276        1,831,756         (247,734)         (605,418)
-----------------------------------------------------------------------------------------------------
Basic earnings (loss) per share      $       .90             1.22             (.16)             (.42)
-----------------------------------------------------------------------------------------------------
</TABLE>



     The pattern of quarterly earnings is the result of the highly seasonal
nature of the business, as variations in weather conditions generally result in
greater earnings during the winter months.



                             33
                                                           1998 Annual Report

<PAGE>

Roanoke Gas Company and Subsidiaries
Summary Of Gas Sales And Statistics
Years Ended September 30,



<TABLE>
<CAPTION>

Revenues:                                   1998           1997           1996           1995           1994
----------------------------------------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>            <C>            <C>
   Residential Sales                    $30,396,540    $32,595,261    $33,981,835    $25,078,211    $29,844,636
   Commercial Sales                      18,764,195     19,879,180     20,219,289     14,313,723     16,979,230
   Interruptible Sales                      695,279      3,892,301      4,569,766      3,513,181      5,607,002
   Transportation Gas Sales               1,715,032      1,107,922        943,215        909,515        610,682
   Backup Services                           97,552        173,655        190,310        107,652        222,025
   Late Payment Charges                     156,634        157,369        135,838        115,130        194,156
   Miscellaneous                             31,820         36,493         27,154         24,325         67,576
   Propane                                7,530,040      7,205,645      5,703,466      4,549,410      4,670,550
----------------------------------------------------------------------------------------------------------------
      Total                             $59,387,092    $65,047,826    $65,770,873    $48,611,147    $58,195,857
----------------------------------------------------------------------------------------------------------------
Net Income                              $ 2,726,879    $ 2,309,880    $ 2,196,672    $ 1,777,240    $ 1,677,098
----------------------------------------------------------------------------------------------------------------
MCF Delivered:
   Residential                            4,633,403      4,651,819      5,108,553      4,204,222      4,701,703
   Commercial                             3,228,452      3,230,714      3,385,962      2,834,884      2,981,888
   Interruptible                            172,270        959,146      1,088,921      1,240,658      1,521,663
   Transportation Gas                     2,822,856      1,933,236      1,549,854      1,660,504      1,022,892
   Backup Service                            18,500         29,130         36,658         21,609         38,892
----------------------------------------------------------------------------------------------------------------
      Total                              10,875,481     10,804,045     11,169,948      9,961,877     10,267,038
----------------------------------------------------------------------------------------------------------------
Gallons Delivered (Propane)               7,702,384      6,568,066      5,997,912      4,822,277      5,012,830
----------------------------------------------------------------------------------------------------------------
Heating Degree Days                           4,054          4,298          4,696          3,791          4,416
----------------------------------------------------------------------------------------------------------------
Number Of Customers:
   Residential                               48,265         47,539         46,007         44,873         43,734
   Commercial                                 5,272          5,181          5,043          4,896          4,767
   Interruptible And Interruptible
      Transportation Service                     45             43             44             44             43
----------------------------------------------------------------------------------------------------------------
      Total                                  53,582         52,763         51,094         49,813         48,544
----------------------------------------------------------------------------------------------------------------
Gas Account (MCF):
   Natural Gas Purchases And Storage     11,316,714     11,406,613     11,756,089     10,453,696     10,795,928
   Gas Made - Propane                            --             --             --             --         14,008
----------------------------------------------------------------------------------------------------------------
      Total Available                    11,316,714     11,406,613     11,756,089     10,453,696     10,809,936
----------------------------------------------------------------------------------------------------------------
   Natural Gas Deliveries                10,875,481     10,804,045     11,169,948      9,961,877     10,267,038
   Storage - LNG                             69,343        106,892        142,297        118,393        134,893
   Company Use And Miscellaneous             37,998         49,444         54,140         46,532         50,356
   System Loss                              333,892        446,232        389,704        326,894        357,649
----------------------------------------------------------------------------------------------------------------
      Total Gas Available                11,316,714     11,406,613     11,756,089     10,453,696     10,809,936
----------------------------------------------------------------------------------------------------------------
Total Assets                            $69,134,920    $62,593,258    $58,921,099    $51,614,667    $49,579,447
----------------------------------------------------------------------------------------------------------------
Long-Term Obligations                   $20,700,000    $17,079,000    $20,222,124    $17,504,047    $16,414,900
----------------------------------------------------------------------------------------------------------------
</TABLE>


                                         34
Roanoke Gas Company
<PAGE>


Roanoke Gas Company and Subsidiaries
Summary Of Capitalization Statistics
Years Ended September 30,


<TABLE>
<CAPTION>

Common Stock:                                1998               1997            1996                1995              1994
<S>                                       <C>                <C>              <C>                 <C>              <C>
   Shares Issued                          1,794,416          1,527,486        1,475,843           1,432,512        1,382,343
   Basic Earnings Per Share             $      1.60       $       1.54     $       1.51       $        1.26     $       1.25
   Dividends Paid Per Share (Cash)      $      1.06       $       1.04     $       1.02       $        1.00     $       1.00
   Dividends Paid Out Ratio                    66.3%              67.5%            67.5%               79.4%            80.0%
   Number Of Shareholders                     1,836              1,853            1,713               1,699            1,625
------------------------------------------------------------------------------------------------------------------------------
Capitalization Ratios:
   Long-Term Debt,
      Including Current Installments           43.9               49.5             52.4                51.6             51.0
   Stockholders' Equity                        56.1               50.5             47.6                48.4             49.0
------------------------------------------------------------------------------------------------------------------------------
      Total                                   100.0              100.0            100.0               100.0            100.0
------------------------------------------------------------------------------------------------------------------------------
   Long-Term Debt,
      Including Current Installments    $20,700,000       $ 20,222,124    $  20,891,547      $   18,683,462      $17,087,046
   Stockholders' Equity                  26,464,581         20,596,951       18,975,001          17,555,172       16,424,919
------------------------------------------------------------------------------------------------------------------------------
Total Capitalization
   Plus Current Installments            $47,164,581       $ 40,819,075    $  39,866,548      $   36,238,634      $33,511,965
------------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                       35
                                                         1998 Annual Report
<PAGE>

Roanoke Gas Company

Board of Directors

Lynn D. Avis
Avis Construction Company
President

Abney S. Boxley III
W. W. Boxley Company
President

Frank T. Ellett
Virginia Truck Center, Inc.
President

Frank A. Farmer, Jr.
Chairman Of The Board

Wilbur L. Hazlegrove
Law Firm Of Woods, Rogers & Hazlegrove,
P.L.C. Member

J. Allen Layman
R & B Communications, Inc.
President & CEO

Thomas L. Robertson
Carilion Health System &
Carilion Medical Center
President

S. Frank Smith
Coastal Coal Co., L.L.C.
Vice President

John B. Williamson III
President & CEO


Officers

John B. Williamson III
President & CEO

Arthur L. Pendleton
Executive Vice President & COO

Roger L. Baumgardner
Vice President, Secretary & Treasurer

John S. D'Orazio
Vice President - Marketing & New Construction

Jane N. O'Keeffe
Assistant Vice President - Human Resources

J. David Anderson
Assistant Secretary & Assistant Treasurer




Bluefield Gas Company

Board of Directors

Roger L. Baumgardner
Roanoke Gas Company
Vice President, Secretary & Treasurer

Arthur L. Pendleton
Roanoke Gas Company
Executive Vice President & COO

John C. Shott
Paper Supply Company
President

Scott H. Shott
Paper Supply Company
Secretary & Treasurer

John B. Williamson III
Roanoke Gas Company
President & CEO

Officers

John B. Williamson III
President

John S. D'Orazio
Vice President - Marketing & New Construction

Arthur L. Pendleton
Vice President - Operations

Roger L. Baumgardner
Secretary & Treasurer


Diversified Energy Company
T/A Highland Propane Company & Highland Gas Marketing

Board of Directors

Roger L. Baumgardner
Roanoke Gas Company
Vice President, Secretary & Treasurer

Frank T. Ellett
Virginia Truck Center, Inc.
President

Arthur L. Pendleton
Roanoke Gas Company
Executive Vice President & COO

S. Frank Smith
Coastal Coal Co., L.L.C.
Vice President

John B. Williamson III
Roanoke Gas Company
President & CEO

Officers

John B. Williamson III
President

John S. D'Orazio
Vice President - Marketing & New Construction

Arthur L. Pendleton
Vice President - Operations

Roger L. Baumgardner
Secretary & Treasurer



                             36
Roanoke Gas Company

<PAGE>



Corporate Mission
Statement

     Roanoke Gas Company  provides  superior  customer and stockholder  value by
being the preferred choice for safe,  dependable,  efficient,  economical energy
and services in the market it serves.


Corporate Information

Corporate Office

Roanoke Gas Company
519 Kimball Avenue, N.E.
P.O. Box 13007
Roanoke, VA 24030
(540) 777-4GAS (4427)
Fax (540) 777-2636

Auditors

Deloitte & Touche LLP
1100 Carillon
227 West Trade Street
Charlotte, NC 28202-1675


Common Stock Transfer Agent, Registrar,
Dividend Disbursing Agent & Dividend
Reinvestment Agent

First Union National Bank of North Carolina
First Union Customer Information Center
Corporate Trust Client Services NC-1153
1525 West W.T. Harris Boulevard - 3C3
Charlotte, NC 28288-1153

Common Stock

     Roanoke Gas Company's  common stock is listed on the Nasdaq National Market
under the trading symbol RGCO.

Direct Deposit Of Dividends &
Safekeeping Of Stock Certificates

     Shareholders  can have their cash dividends  deposited  automatically  into
checking,   saving  or  money  market  accounts.  The  shareholder's   financial
institution must be a member of the Automated  Clearing House. Also, Roanoke Gas
Company offers  safekeeping  of stock  certificates  for shares  enrolled in the
dividend  reinvestment  plan.  For  more  information  about  these  shareholder
services,  please contact the Transfer Agent, First Union National Bank of North
Carolina.

Key Business
Strategies

o Saturation Program
o Trade Ally Relations
o The Propane Alternative
o Acquisition and Geographic Expansion
o Positioning for Deregulation
o Diversification



10-K Report

     A copy of Roanoke Gas Company's  latest annual report to the Securities and
Exchange  Commission on Form 10-K will be provided  without  charge upon written
request to:


                                                            Roger L. Baumgardner
                                           Vice President, Secretary & Treasurer
                                                             Roanoke Gas Company
                                                                  P.O. Box 13007
                                                               Roanoke, VA 24030

Shareholder Inquiries

     Questions concerning  shareholder  accounts,  stock transfer  requirements,
consolidation  of  accounts,  lost  stock  certificates,  safekeeping  of  stock
certificates,  replacement of lost dividend checks, payment of dividends, direct
deposit of dividends,  initial cash payments,  optimal cash payments and name or
address changes should be directed to the Transfer  Agent,  First Union National
Bank.  All  other  shareholder   questions  should  be  directed  to:

                                                           Roger  L. Baumgardner
                                           Vice President, Secretary & Treasurer
                                                             Roanoke Gas Company
                                                                  P.O. Box 13007
                                                               Roanoke, VA 24030

Financial Inquiries

     All financial analysts and professional  investment  managers should direct
their questions and requests for financial information to:

                                                            Roger L. Baumgardner
                                           Vice President, Secretary & Treasurer
                                                             Roanoke Gas Company
                                                                  P.O. Box 13007
                                                               Roanoke, VA 24030

Access  up-to-date  information on Roanoke Gas Company and its  subsidiaries  at
www.roanokegas.com

<PAGE>


                            Notice Of Annual Meeting

                       The annual meeting of stockholders
                       of Roanoke Gas Company will be held
                    at the Executive Offices of the Company,
                           519 Kimball Avenue, N. E.,
                         Roanoke, Virginia at 9:00 a.m.,
                                 March 31, 1999.


                               [Roanoke Gas Logo]

                      Your Choice for Comfort and Economy.

                  Transfer Agent and Dividend Disbursing Agent

                   First Union National Bank of North Carolina
                     First Union Customer Information Center
                     Corporate Trust Client Services NC-1153
                     1525 West W. T. Harris Boulevard - 3C3
                      Charlotte, North Carolina 28288-1153
                                 1-800-829-8432

                  Roanoke Gas Company trades on Nasdaq as RGCO.