EXHIBIT 10(o)(o)
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                           GAS FRANCHISE AGREEMENT

      THIS AGREEMENT made and entered into this 9th day of July, 1996, by and
between the CITY OF SALEM, VIRGINIA, a Virginia Corporation ("Grantor"), and
ROANOKE GAS COMPANY ("Grantee").

      WHEREAS, Grantor has reviewed the Proposal for a Gas Franchise of
Grantee; and

      WHEREAS, Grantor, at a duly authorized and regular meeting of its City
Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant
to provisions of the State Code and City Charter.

      NOW, THEREFORE, in consideration of said grant of renewal of the Gas
Franchise, the parties agree as follows:

      1.    GRANT.  Grantor hereby grants to Grantee and Grantee hereby
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accepts a Franchise to construct, reconstruct, operate, maintain, repair, and
extend a Gas Distribution System within Grantor's Territorial Limits in
accordance with the terms and conditions set forth below.  The Franchise is
granted pursuant to Grantor's Franchise Ordinance adopted July 8, 1996,
("Ordinance"), which is incorporated by reference herein, including any
applicable definitions.

      2.    TERM.  The term of the Franchise shall be twenty (20) years,
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commencing on the date set out in Section 7 of this Franchise.

      3.    FRANCHISE FEE.
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      (a)   Grantee shall pay to Grantor a Franchise Fee which shall be
calculated pursuant to this Section.  It is understood that Grantee has or
will enter into Franchise agreements with the City of Roanoke ("Roanoke") and
the Town of Vinton  ("Vinton") (Grantor, Roanoke and Vinton being hereinafter
sometimes collectively referred to as the "localities") with fee provisions
identical to this one, and that the total annual Franchise Fee to be paid to
the three localities in aggregate is $56,000 for calendar year 1996 ("base
year total annual Franchise Fee").  Grantor's Franchise Fee shall be a
percentage share of the base year total annual Franchise Fee, which shall be
determined on a pro rata basis according to its percentage share of the total
dollar value of Grantee's gas sales occurring within the localities during
the calendar year.  For each calendar year of Franchise, each locality's
percentage share shall be determined by the following formula:

                              Total dollar value of Grantee's gas sales
                              within the Territorial Limits of the
Locality's percentage share = locality                        
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                              total dollar value of Grantee's gas sales in
                              the three localities

For calendar year 1996, the Franchise Fee shall be paid to Grantor on or
before March 31, 1997.
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      (b)   For each succeeding calendar year during the term of this
Franchise, the total annual Franchise Fee paid by Grantee to the localities
shall be the base year total annual Franchise Fee increased by three (3)
percent compounded annually over the term of the Franchise.  For each
calendar year during the term of this Franchise, Grantor's percentage share
shall be determined pursuant to this Section, and paid to Grantor on or
before March 31 of the succeeding calendar year.

      4.    BUSINESS OFFICE.  Grantee shall during the term of this Franchise
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maintain at least one business office within the Territorial Limits of
Grantor.  Such office shall be open at least forty (40) hours per week for
the conduct of business between Grantee and its customers.

      5.    NON-DISCRIMINATION.  Grantee shall not discriminate on the basis
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of race, religion, color, sex, or national origin in its employment
practices, contracting or provision of service.

      6.    NOTICE. All notices required under this Franchise Agreement or
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the Franchise Ordinance shall be in writing and shall be deemed given, unless
otherwise required, when mailed by first class mail, postage prepaid, to the
addresses set forth below:

      Grantor:                                        Grantee:
      -------                                         -------
City of Salem                                   Roanoke Gas Company
City Manager's Office                           519 Kimball Avenue, N.E.
P.O. Box 869                                    P.O. Box 13007
Salem, VA 24153-0869                            Roanoke, VA 24030

Attention:  City Manager                        Attention:  President

The parties may by notice given under this Section designate such other
addresses as they may deem appropriate for the receipt of notice under this
Franchise Agreement.  If, by reason of suspension of or irregularity in
regular mail service, it is impracticable to mail notice of any event when
notice is required to be given, then any manner of giving notice which is
satisfactory to the intended recipient shall be deemed to be sufficient.

      7.    EFFECTIVE DATE.  The effective date of the Franchise shall be
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January 1, 1996.

      WITNESS the following signatures:

ATTEST:                                   CITY OF SALEM, VIRGINIA


By  s/Joyce C. Bailey                     By  s/Carl E. Tarpley, Jr.
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Joyce C. Bailey, Deputy Clerk of Council        Carl E. Tarpley, Jr., Mayor




ACCEPTED this 30th day of July, 1996.
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ATTEST:                                   ROANOKE GAS COMPANY


By s/Roger L. Baumgardner                 By s/ Frank A. Farmer, Jr.
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Secretary                                 Frank A. Farmer, Jr., President
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