SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 

                                  FORM 10-K

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

For the fiscal year ended September 30, 1996    Commission file number 0-367
                          ------------------                           -----

                             ROANOKE GAS COMPANY
----------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

             Virginia                                     54-0359895
-----------------------------------------         -------------------------
 (State or other jurisdiction of                      (I.R.S.  Employer
 incorporation or organization)                       Identification No.)

 519 Kimball Ave., N.E., Roanoke, VA                         24016
-----------------------------------------         -------------------------
 (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code       (540) 983-3800
                                                   -------------------------

Securities registered pursuant to Section 12(b) of the Act:   None

Securities registered pursuant to Section 12(g) of the Act:

                                                    Name of Each Exchange on
   Title of Each Class                                  Which Registered
---------------------------                        --------------------------
                                                           OTC (Nasdaq
Common Stock, $5 Par Value                              National Market)
---------------------------                        --------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   Yes  X   No  
                                                     ----    ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, 
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.         [   ]

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant as of December 13, 1996.         $25,800,589
                                                -----------
<PAGE>
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

          Class                             Outstanding at December 13, 1996
--------------------------                  --------------------------------
COMMON STOCK, $5 PAR VALUE                          1,484,926 SHARES
--------------------------                  --------------------------------

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the 1996 Annual Report to Stockholders are incorporated by 
reference into Parts II and IV hereof.

Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held on January 27, 1997 are incorporated by reference into Part III hereof.
<PAGE>
                                    PART I
                                    ------

Item 1.     Business.
------      --------

            Historical Development
            ----------------------
            Roanoke Gas Company ("Roanoke Gas") was organized as a public
            service corporation under the laws of the Commonwealth of
            Virginia in 1912.  The principal service of Roanoke Gas was, and
            continues to be, the distribution and sale of natural gas. 
            Commencing in 1972, the distribution and sale of propane gas was
            added to Roanoke Gas' line of business.  The propane business was
            transferred to Diversified Energy Company, d/b/a Highland Propane
            Company ("Highland"), in January 1979.  Highland, which is not a
            public utility, distributes propane through two divisions,
            Highland Propane - Roanoke and Highland Propane - Bluefield.

            On May 15, 1987, Roanoke Gas, through a series of merger
            transactions, acquired 100 percent of the outstanding stock of
            Bluefield Gas Company ("Bluefield"), a public service
            corporation, organized in 1944 under the laws of the State of
            West Virginia and principally engaged in the distribution of
            natural gas in Bluefield, West Virginia and surrounding areas,
            and Gas Service, Inc. ("Gas Service"), a nonpublic utility
            affiliate (through common directors and shareholders) of
            Bluefield, which was engaged in the sale of propane in
            southwestern Virginia and southern West Virginia.  After
            obtaining requisite shareholder approval and the approvals of the
            Virginia State Corporation Commission ("Virginia Commission") and
            the West Virginia Public Service Commission ("West Virginia
            Commission"), Gas Service was merged into Highland, and Bluefield
            became a wholly-owned subsidiary of Roanoke Gas.  Bluefield owns
            all of the issued and outstanding stock of Commonwealth Public
            Service Corporation ("Commonwealth"), a small Virginia public
            service corporation organized in 1930 as the subsidiary of a
            predecessor corporation to Bluefield.

            In March 1994, the gas marketing division of Highland Propane was
            established to broker natural gas to several industrial
            transportation customers of Roanoke Gas.

            Services
            --------
            Roanoke Gas Company and its subsidiaries (together "Company")
            maintain an integrated natural gas distribution system.  Natural
            gas is purchased from suppliers and distributed to residential,
            commercial and large industrial users through underground mains
            and services.  Approximately 90.0 percent of the Company's
            customers are residential, approximately 9.9 percent are small
            commercial users, and the remaining percentage is made up of
            large industrial customers, who purchase approximately 24 percent
            of the Company's total annual sales volume under the Company's
            interruptible tariff and transportation gas services.

            The Company's natural gas distribution business accounted for 92
            percent of the total revenues generated by the Company in fiscal
<PAGE>
            1996, and 91 percent and 92 percent of the Company's total
            revenues in fiscals 1995 and 1994, respectively.  The Company's
            revenues are affected by the cost of natural gas, economic
            conditions in the areas that the Company serves and weather
            conditions.  Higher gas costs, which the Company is generally
            able to pass through to customers, may cause customers to
            conserve, or in the case of industrial customers, to use
            alternative energy sources.  In recent years, however, regulatory
            changes at the federal level and excess supply in the natural gas
            industry have led to a national spot market for natural gas and
            an increase in the number of suppliers of natural gas.

<PAGE>
Item 1.     Business. (continued)
------      --------

            Services (continued)
            --------
            The Company's retail sales are seasonal and temperature-sensitive
            as the majority of the gas sold by the Company is used for
            heating.  For the fiscal year ended September 30, 1996, more than
            54 percent of the Company's total MCF of natural gas sales were
            made in the four-month period of December through March.  Retail
            gas sales for fiscal 1996 were 11,169,948 MCF, as compared to
            9,961,877 MCF and 10,267,038 MCF in fiscals 1995 and 1994,
            respectively.  The Company's actual heating degree days in fiscal
            1996 were approximately 111 percent of normal, as compared with
            approximately 90 percent of normal in fiscal 1995 and
            approximately 104 percent of normal in fiscal 1994.

            In prior years, the Company and its public service subsidiaries
            sold and installed gas appliances and parts and offered servicing
            of such appliances.  These unregulated activities did not
            contribute materially to the Company's consolidated gross
            revenues.  Management's analysis during 1995 indicated that it is
            more cost effective to outsource gas appliance sales. 
            Accordingly, the Company discontinued general merchandising
            operations during the fourth quarter of fiscal 1995.

            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 on a timely basis; (ii) earning on a
            consistent basis an adequate return on invested capital;
            (iii) increasing expenses and labor costs and availability;
            (iv) price competition from alternate fuels; (v) volatility in
            the price of natural gas and propane; (vi) some uncertainty in
            the projected rate of growth of natural gas and propane
            requirements in the Company's service area; and (vii) general
            economic conditions both locally and nationally.  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 margin.  Management of
            the Company believes that the Company has the resources to deal
            successfully with these and other issues.

            Suppliers
            ---------
            Effective November 1, 1993, the natural gas transportation
            pipelines supplying the Company, including Columbia Gas
            Transmission Corporation and Columbia Gulf Transmission
            Corporation (together "Columbia") and East Tennessee Natural Gas
            Company and Tennessee Gas Pipeline (together "East Tennessee"),
            have operated under Federal Energy Regulatory Commission ("FERC")
            Order 636.  This Order 636 restructuring was the start of a new
            era in the natural gas industry when the responsibility of gas
            supply procurement and management was shifted from the pipeline
            companies to the local distribution companies and to other
            "shippers" of natural gas.
<PAGE>
            The cornerstone of Order 636 is the "unbundling" of pipeline
            services to provide a number of choices to shippers.  The Company
            can now elect to choose who it buys its gas from, how much
            storage gas to purchase, how much transportation capacity to keep
            and how much to release.  The Company constantly monitors its gas
            requirements to minimize exposure to pipeline penalties for
            insufficient supplies or excessive gas injections.  The Company's
            new "shipper" responsibilities are expected to bring increased
            scrutiny from the state commissions as they monitor the Company's
            gas purchasing practices to assure that a "least cost with
            adequate reliability" policy is followed.  Accordingly, the
            Company has worked diligently to ensure its customers will have
            an economical and reliable gas supply.  Management believes the
            relationships the Company has built with its suppliers as it
            constructed a supply portfolio will allow it to continue to
            attain this goal.

<PAGE>
Item 1.     Business. (continued)
------      --------

            Suppliers (continued)
            ---------

            The Company currently uses long-term (multi-year), mid-term
            (seasonal) and short-term (spot) gas purchases to meet its system
            requirements.  The Company has entered into, or is in the process
            of entering into, long-term supply agreements to cover the
            majority of its firm transportation needs.  Long-term suppliers
            currently include Amoco Energy Trading, Ashland Exploration,
            Coastal Gas Marketing, Columbia Energy Services, L,G&E Natural
            Gas and Panenergy Trading Company.  The Company has also entered
            into six short-term contracts with five natural gas suppliers to
            purchase approximately 4,222,000 DTH of natural gas at varying
            prices during the period October 1, 1996 through September 30,
            1997.

            With the growth of the spot gas market, gas prices have developed
            a pronounced seasonal pattern, with summer to winter price swings
            of as much as 40 percent.  The Company tries to take advantage of
            this opportunity by injecting lower-priced summer gas into its
            liquefied natural gas storage facility, which is capable of
            storing 220,000 DTH for use during peak winter periods.  In
            addition, the Company has contracted for extensive storage
            reserves from Columbia, Tennessee Gas Pipeline and Virginia Gas
            Storage Company, with a combined total of 2,617,761 DTH of
            underground storage capacity for Roanoke and Bluefield.  These
            reserves were available for summer 1996 storage injections using
            spot market supply.  This increased storage capacity provides
            supply security with reduced exposure to potential supply
            interruptions.  It also offers the Company the flexibility to
            balance supply with its highly-variable, weather-sensitive
            customer consumption patterns.  In addition, the Company
            participates in pipeline capacity release programs to further
            minimize the cost of firm service to its customers by reselling
            pipeline capacity not needed during the warmer months.

            Columbia continues to be the Company's primary transporter of
            natural gas.  Columbia historically has delivered two-thirds of
            Roanoke Gas' gas supply and 100 percent of Bluefield's gas
            supply.  East Tennessee continues to be the Company's other major
            source of supply.  Historically, East Tennessee has delivered
            one-third of the Company's natural gas supply.  The rates paid
            for natural gas transportation and storage services purchased
            from Columbia and East Tennessee are established by tariffs
            approved by the FERC.  These tariffs contain flexible pricing
            provisions which, in some instances, authorize these suppliers to
            reduce rates and charges to meet price competition.

            Having two major pipeline transporters, an adequate peak shaving
            facility and a number of underground storage options, the Company
            believes that it is well positioned to provide adequate gas
            supply for future customer growth.  The Company has been, and
            will continue to be, flexible and creative as it markets its own
            transportation capacity and makes its gas purchasing decisions. 
            The Company believes that Order 636 provides regulatory
            stability.  Additionally, the increased opportunities available
<PAGE>
            in a deregulated natural gas supply environment may result in
            additional market forces that establish gas prices and help keep
            them more consistent and competitive.

            Highland has entered into storage and purchase contracts for a
            substantial portion of its winter supply of propane.  At
            September 30, 1996, Highland has two short-term contracts with
            propane suppliers for the purchase of 1,040,000 gallons of
            propane at varying prices per gallon during the period October 1,
            1996 through September 30, 1997.  Management believes these
            storage and purchase contracts will help control the effects of
            wholesale price swings during peak sales months and provide added
            supply security.

<PAGE>
Item 1.     Business. (continued)
------      --------

            Suppliers (continued)
            ---------
            In addition to storage contracts, Highland Propane - Roanoke has
            three storage facilities, providing a combined total storage of
            150,000 gallons, and Highland Propane - Bluefield has two storage
            facilities, providing a combined total storage of 114,000
            gallons.  Management believes its propane supply strategies have
            made Highland well positioned to provide an adequate propane
            supply to current customers and allow for future customer growth.

            Competition
            -----------
            The Company competes with other energy sources such as fuel oil,
            electricity and coal.  Competition is intense among the competing
            energy sources and is based primarily on price.  This is
            particularly true for industrial applications where sales are at
            risk to price competition in markets which may swing to residual
            and other fuel oils.

            Roanoke Gas and Commonwealth currently hold the only franchises
            and/or certificates of public convenience and necessity to
            distribute natural gas in their respective Virginia service
            areas.  The franchises generally extend for multi-year periods
            and are renewable by the municipalities.  Certificates of public
            convenience and necessity, which are issued by the Virginia
            Commission, are of perpetual duration, subject to compliance with
            regulatory standards.

            In July 1996, Roanoke Gas and the City of Roanoke signed a new
            multi-year franchise agreement.  This new agreement, which was
            effective January 1, 1996, has a 20-year term.  In addition,
            Roanoke Gas signed new multi-year franchise agreements with the
            City of Salem and the Town of Vinton in July 1996.  The new
            agreements, which were also effective January 1, 1996, have
            20-year terms.

            Bluefield Gas Company holds the only franchise to distribute
            natural gas in its West Virginia service area.  Its franchise
            extends for a period of 30 years from August 23, 1979.

            Management anticipates that the Company will be able to renew all
            of its franchises when they expire.  There can be no assurance,
            however, that a given jurisdiction will not refuse to renew a
            franchise or will not in connection with the renewal of a
            franchise, impose certain restrictions or conditions that could
            adversely affect the Company's business operations or financial
            condition.

            Supervision and Regulation
            --------------------------
            Roanoke Gas and its public service subsidiaries are subject to
            regulation at federal and state levels.  Federally, the
            interstate gas transmission between Bluefield and Commonwealth is
            regulated by the FERC.  At the state level, Roanoke Gas and its
            public service subsidiaries are regulated by the Virginia and
            West Virginia Commissions.  Such regulation includes the
<PAGE>
            prescription of rates and charges at which natural gas is sold to
            customers and the approval of agreements between or among
            affiliated companies involving the provision of goods and
            services and other corporate activities of the Company, including
            mergers, acquisitions and the issuance of securities.  The
            Virginia Commission also grants certificates of public
            convenience and necessity to distribute natural gas in counties
            in the Commonwealth of Virginia.  Bluefield's West Virginia
            operations are regulated by the West Virginia Commission, which
            regulates the rates at which natural gas may be sold, certain
            corporate activities of Bluefield and pipeline safety.
<PAGE>
Item 1.     Business. (continued)
------      --------
            Supervision and Regulation (continued)
            --------------------------
            Roanoke Gas' and its public service subsidiaries' Virginia and
            West Virginia operations are further supervised by municipalities
            and localities which grant franchises for the placement of gas
            distribution pipelines and the operation of a gas distribution
            network.

            Both Roanoke Gas and Bluefield operated manufactured gas plants
            (MGPs) as a source of fuel for lighting and heating until the
            early 1950's.  The process involved heating coal in a low-oxygen
            environment to produce a manufactured gas that could be
            distributed through Roanoke Gas' and Bluefield's pipeline systems
            to customers.  A by-product of the process was coal tar, and the
            potential exists for on-site tar waste contaminants at both
            former plant sites.  The extent of contaminants at these sites is
            unknown at this time, and the Company has not performed formal
            analysis at the Roanoke Gas MGP site.  An analysis at the
            Bluefield site indicates some soil contamination.  The Company,
            with concurrence of legal counsel, does not believe any events
            have occurred requiring regulatory reporting.  Further, the
            Company has not received any notices of violation or liabilities
            associated with environmental regulations related to the MGP
            sites and is not aware of any off-site contamination or pollution
            as a result of these prior operations.  Therefore, the Company
            has no plans for subsurface remediation at either of the MGP
            sites.  Should the Company eventually be required to remediate
            either of the MGP sites, the Company will pursue all prudent and
            reasonable means to recover any related costs, including
            insurance claims and regulatory approval for rate case
            recognition of expenses associated with any work required.  Based
            upon prior orders of the Virginia Commission related to
            environmental matters at other companies, Roanoke Gas believes it
            will be able to recover prudently incurred costs.  Additionally,
            a stipulated rate case agreement between Bluefield and the West
            Virginia Commission recognizes Bluefield's right to defer MGP
            clean-up costs, should any be incurred, and to seek rate relief
            for such costs.  If the Company eventually incurs costs
            associated with a required clean-up of either MGP site, the
            Company anticipates recording a regulatory asset for such
            clean-up costs which are anticipated to be recoverable in future
            rates.  Based on anticipated regulatory actions and current
            practices, management believes that any costs incurred related to
            the previously-mentioned environmental matters will not have a
            material effect on the Company's consolidated financial position.

            Employees
            ---------
            At September 30, 1996, the Company had 153 full-time employees. 
            As of that date, approximately 37 percent of the Company's full-
            time employees belonged to the Oil, Chemical and Atomic Workers
            International Union, AFL-CIO Local No. 3-515, which has entered
            into a collective bargaining agreement with the Company.  The
            union has been in place at the Company since 1952.  A new
            collective bargaining agreement became effective on August 1,
            1994.  That agreement will expire on July 31, 1997.  The Company
            considers its employee relations to be satisfactory.
<PAGE>
Item 2.     Properties.
------      ----------
            Roanoke Gas owns and operates five metering stations through
            which it measures and regulates the gas being delivered by its
            suppliers.  The location and physical description of the
            properties are as follows:

            Plantation Station - Parcel on Virginia Highway #601 near point
            of intersection of Hershberger Road (Rt. 623) and Rt. 601 - 1.590
            acres.

<PAGE>
Item 2.     Properties. (continued)
------      ----------
            J. M. Mason Station - S/E corner of Lakeside Circle and east of
            Lot #4 of Mill Road subdivision just east of Kessler Mill Road -
            .842 acres.

            Sugarloaf Station - Parcel fronting on S/L of Rt. 686 and W/L of
            Lynnson Drive - .111 acres.

            Clearbrook Station - Parcel 356' west of Rt. 675 and 0.2 mile
            south of Rt. 220 - .255 acres.

            Cave Spring Station - N/L Route 221 just west of Route 688 - 3.93
            acres.

            The network of distribution lines includes the cities of Roanoke
            and Salem, the Town of Vinton, and the counties of Roanoke,
            Montgomery, Botetourt and Bedford.

            Located in Botetourt County is a liquefied natural gas storage
            facility which has the capacity to hold 220,000 DTH of natural
            gas.  The County issued Industrial Revenue Bonds to finance this
            facility.  Roanoke Gas had a twenty-year lease on the facility
            with the option to purchase for a nominal amount.  The lease
            expired May 1, 1991, and the facility was purchased by Roanoke
            Gas.

            Roanoke Gas' general and business offices and the maintenance and
            service departments are located in Roanoke, Virginia on an
            irregularly shaped parcel of land running from H. L. Lawson and
            Son, Inc. south to Norfolk Southern Computer Center fronting on
            Kimball Avenue to the west to the Norfolk Southern Railway yard. 
            The land area is 8.3 acres.

            Bluefield currently maintains two offices.  Its main corporate
            office and warehouse is located on 6.09 acres at 4699 East
            Cumberland Road and consists of a one-story metal building with
            brick front.  Bluefield owns a lot and a two-story 75' x 100'
            building at 800 Pulaski Street, Bluefield, West Virginia, which
            houses Bluefield's service department.  In addition, Bluefield
            owns two lots in the City of Bluefield, West Virginia, comprising
            approximately 1.23 acres, upon which its high pressure regulator
            stations are located.

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

            Highland Propane - Bluefield's principal bulk storage facility,
            comprising two 30,000 gallon tanks, one 18,000 gallon tank, pumps
            and related equipment, is located on Bluefield's property at 800
            Pulaski Street, Bluefield, West Virginia.

            Highland Propane - Roanoke owns and operates four storage
            facilities.  A facility at Thirlane Road, N.W. in Roanoke
            consists of two 30,000 gallon tanks.  A second facility at Fort
            Chiswell, Virginia consists of two 30,000 gallon tanks.  The
            third facility is located on the property of Consolidated Glass
<PAGE>
            in Galax, Virginia and consists of one 30,000 gallon tank.  The
            fourth storage facility is located in Craig County, Virginia,
            near the town of New Castle, and also consists of one 30,000
            gallon tank.

            The Company considers present properties adequate.  Additional
            distribution lines will be constructed as communities develop.

Item 3.     Legal Proceedings.
------      -----------------
            Not applicable.
<PAGE>
Item 4.     Submission of Matters to a Vote of Security Holders.
------      ---------------------------------------------------
            There were no matters submitted to a vote of security holders
            during the fourth quarter of the year ended September 30, 1996.

            Executive Officers of the Registrant
            ------------------------------------
            Pursuant to General Instruction G(3) of Form 10-K, the following
            list is included as an unnumbered Item in Part I of this report
            in lieu of being included in the Proxy Statement for the Annual
            Meeting of Stockholders to be held on January 27, 1997.

            The names, ages and positions of all of the executive officers of
            Roanoke Gas as of September 30, 1996 are listed below with their
            business experience for the past five years.  Officers are
            appointed annually by the Board of Directors at the meeting of
            directors immediately following the Annual Meeting of
            Stockholders.  There are no family relationships among these
            officers, nor any agreement or understanding between any officer
            and any other person pursuant to which the officer was selected.

            Previous and present duties and responsibilities:
<TABLE><CAPTION>
                                          Position and Business
   Name and Age                         Experience for Past Five Years
---------------------------  ---------------------------------------------------------
<S>                          <C>                            <C>
Frank A. Farmer, Jr., 64        January 1991 to present         Director, President
                                                                  and Chief Executive
                                                                  Officer

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

Roger L. Baumgardner, 54        January 1986 to present         Vice President,
                                                                  Secretary and
                                                                  Treasurer

Arthur L. Pendleton, 45         January 1991 to present         Vice President -
                                                                  Operations

                                January 1987 to January 1991    Assistant Vice
                                                                  President and Chief
                                                                  Engineer

John B. Williamson, III, 42     January 1993 to present         Vice President -
                                                                  Rates and Finance

                                April 1992 to January 1993      Director of Rates and
                                                                  Finance

                                Prior to April 1992             County Administrator
                                                                  of Botetourt County,
                                                                  Virginia

J. David Anderson, 49           January 1986 to present         Assistant Secretary
                                                                  and Assistant
                                                                  Treasurer
/TABLE
<PAGE>
                                    PART II
                                    -------
Item 5.     Market for Registrant's Common Equity and Related Stockholder
------      -------------------------------------------------------------
            Matters.
            -------
            The information set forth under the caption "Market Price and
            Dividend Information" on page 6 of the 1996 Annual Report to
            Stockholders is incorporated herein by reference.

Item 6.     Selected Financial Data.
------      -----------------------
            The information set forth under the caption "Selected Financial
            Data" on page 7 of the 1996 Annual Report to Stockholders is
            incorporated herein by reference.

Item 7.     Management's Discussion and Analysis of Financial Condition and
------      ---------------------------------------------------------------
            Results of Operations.
            ---------------------
            The information set forth under the captions "Review of
            Operations" and "Management's Discussion and Analysis of
            Financial Condition and Results of Operations" on pages 4 through
            12 of the 1996 Annual Report to Stockholders is incorporated
            herein by reference.

Item 8.     Financial Statements and Supplementary Data.
------      -------------------------------------------
            The following consolidated financial statements of the registrant
            and the Independent Auditors' Report set forth on pages 13
            through 30 of the 1996 Annual Report to Stockholders are
            incorporated herein by reference:

            1. Independent Auditors' Report

            2. Consolidated Balance Sheets as of September 30, 1996 and 1995

            3. Consolidated Statements of Earnings for the Years Ended
                  September 30, 1996, 1995 and 1994

            4. Consolidated Statements of Stockholders' Equity for the Years
                  Ended September 30, 1996, 1995 and 1994

            5. Consolidated Statements of Cash Flows for the Years Ended
                  September 30, 1996, 1995 and 1994

            6. Notes to Consolidated Financial Statements as of September 30,
                  1996 and 1995 and Years Ended September 30, 1996, 1995
                  and 1994

Item 9.     Changes in and Disagreements with Accountants on Accounting and
------      ---------------------------------------------------------------
            Financial Disclosure.
            --------------------
            Not applicable.

<PAGE>
                                   PART III
                                   --------
Item 10.    Directors and Executive Officers of the Registrant.
-------     --------------------------------------------------
            For information with respect to the executive officers of the
            registrant, see "Executive Officers of the Registrant" at the end
            of Part I of this report.  For information with respect to the
            Directors of the registrant, see "Election of Directors" at pages
            4 and 5 of the Proxy Statement for the Annual Meeting of
            Stockholders to be held January 27, 1997, which information is
            incorporated herein by reference.  The information with respect
            to compliance with Section 16(a) of the Exchange Act, which is
            set forth under the caption "Section 16(a) Beneficial Ownership
            Reporting Compliance" at page 12 of the Proxy Statement for the
            Annual Meeting of Stockholders to be held January 27, 1997, is
            incorporated herein by reference.

Item 11.    Executive Compensation.
-------     ----------------------
            The information set forth under the captions "Executive
            Compensation," "Report of the Compensation Committee of the Board
            of Directors," and "Performance Graph" at pages 6 through 10 of
            the Proxy Statement for the Annual Meeting of Stockholders to be
            held January 27, 1997, is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management.
-------     --------------------------------------------------------------
            The information pertaining to stockholders beneficially owning
            more than five percent of the registrant's common stock and the
            security ownership of management, which is set forth under the
            captions "Voting Securities" and "Security Ownership of
            Management" on pages 2 and 3 of the Proxy Statement for the
            Annual Meeting of Stockholders to be held January 27, 1997, is
            incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions.
-------     ----------------------------------------------
            The information with respect to certain transactions with
            management of the registrant, which is set forth under the
            caption "Transactions with Management" at page 11 of the Proxy
            Statement for the Annual Meeting of Stockholders to be held on
            January 27, 1997, is incorporated herein by reference.

                                    PART IV
                                    -------
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------     ---------------------------------------------------------------
            (a)   List of documents filed as part of this report:

                  1. Financial statements:

                     All financial statements of the registrant as set forth
                     under Item 8 of this Report on Form 10-K.

                  2. Financial statement schedules:

                     All schedules are omitted, as the required information
                     is inapplicable or the information is presented in the
                     consolidated financial statements or related notes
                     thereto.
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------     ---------------------------------------------------------------
            (continued)

                  3. Exhibits to this Form 10-K are as follows:

              Exhibit No.  Description
              ----------   -----------
                3 (a)      Articles of Incorporation, as amended, of Roanoke
                           Gas Company (incorporated herein by reference to
                           Exhibit 19 of the Quarterly Report on Form 10-Q
                           for the quarter ended March 31, 1992)

                3 (b)      Bylaws, as amended, of Roanoke Gas Company

                4 (a)      Specimen copy of certificate for Roanoke Gas
                           Company common stock, $5.00 par value
                           (incorporated herein by reference to Exhibit 4(a)
                           of the Annual Report on Form 10-K for the fiscal
                           year ended September 30, 1992)

                4 (b)      Article I of the Bylaws of Roanoke Gas Company
                           (incorporated herein by reference to Exhibit 19 of
                           the Quarterly Report on Form 10-Q for the quarter
                           ended March 31, 1992)

                4 (c)      Instruments defining the rights of holders of
                           long-term debt (incorporated herein by reference
                           to Exhibit 4(c) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1991)

                10(a)      Firm Transportation Agreement between East
                           Tennessee Natural Gas Company and Roanoke Gas
                           Company dated November 1, 1993 (incorporated
                           herein by reference to Exhibit 10(a) of the Annual
                           Report on Form 10-K for the fiscal year ended
                           September 30, 1994)

                10(b)      Interruptible Transportation Agreement between
                           East Tennessee Natural Gas Company and Roanoke Gas
                           Company dated July 1, 1991 (incorporated herein by
                           reference to Exhibit 10(b) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)

                10(c)      NTS Service Agreement between Columbia Gas
                           Transmission Corporation and Roanoke Gas Company
                           dated October 25, 1994 (incorporated herein by
                           reference to Exhibit 10(c) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on 
-------     ------------------------------------------------------
            Form 8-K. (continued)
            --------
              Exhibit No.  Description
              ----------   -----------
                10(d)      SIT Service Agreement between Columbia Gas
                           Transmission Corporation and Roanoke Gas Company
                           dated November 30, 1993 (incorporated herein by
                           reference to Exhibit 10(d) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)

                10(e)      FSS Service Agreement between Columbia Gas
                           Transmission Corporation and Roanoke Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(e) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)

                10(f)      FTS Service Agreement between Columbia Gas
                           Transmission Corporation and Roanoke Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(f) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)

                10(g)      SST Service Agreement between Columbia Gas
                           Transmission Corporation and Roanoke Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(g) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)

                10(h)      ITS Service Agreement between Columbia Gas
                           Transmission Corporation and Roanoke Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(h) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)

                10(i)      FTS-1 Service Agreement between Columbia Gulf
                           Transmission Company and Roanoke Gas Company dated
                           November 1, 1993 (incorporated herein by reference
                           to Exhibit 10(i) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1994)

                10(j)      ITS-1 Service Agreement between Columbia Gulf
                           Transmission Company and Roanoke Gas Company dated
                           November 1, 1993 (incorporated herein by reference
                           to Exhibit 10(j) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1994)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form
-------     -----------------------------------------------------------
            8-K. (continued)
            ---
              Exhibit No.  Description
              ----------   -----------
                10(k)      Gas Transportation Agreement, for use under FT-A
                           rate schedule, between Tennessee Gas Pipeline
                           Company and Roanoke Gas Company dated November 1,
                           1993 (incorporated herein by reference to
                           Exhibit 10(k) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1994)

                10(l)      Gas Transportation Agreement, for use under IT
                           rate schedule, between Tennessee Gas Pipeline
                           Company and Roanoke Gas Company dated September 1,
                           1993 (incorporated herein by reference to
                           Exhibit 10(l) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1994)

                10(m)      Gas Storage Contract under rate schedule FS
                           (Production Area) Bear Creek II between Tennessee
                           Gas Pipeline Company and Roanoke Gas Company dated
                           November 1, 1993 (incorporated herein by reference
                           to Exhibit 10(m) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1994)

                10(n)      Gas Storage Contract under rate schedule FS
                           (Production Area) Bear Creek I between Tennessee
                           Gas Pipeline Company and Roanoke Gas Company dated
                           September 1, 1993 (incorporated herein by
                           reference to Exhibit 10(n) of the Annual Report on
                           Form 10-K for the fiscal year ended September 30,
                           1994)

                10(o)      Certificate of Public Convenience and Necessity
                           for Bedford County dated February 21, 1966
                           (incorporated herein by reference to Exhibit 10(o)
                           of Registration Statement No. 33-36605, on
                           Form S-2, filed with the Commission on August 29,
                           1990, and amended by Amendment No. 1, filed with
                           the Commission on September 19, 1990)

                10(p)      Certificate of Public Convenience and Necessity
                           for Roanoke County dated October 19, 1965
                           (incorporated herein by reference to Exhibit 10(p)
                           of Registration Statement No. 33-36605, on
                           Form S-2, filed with the Commission on August 29,
                           1990, and amended by Amendment No. 1, filed with
                           the Commission on September 19, 1990)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------     ---------------------------------------------------------------
            (continued)

              Exhibit No.  Description
              ----------   -----------
                10(q)      Certificate of Public Convenience and Necessity
                           for Botetourt County dated August 30, 1966
                           (incorporated herein by reference to Exhibit 10(q)
                           of Registration Statement No. 33-36605, on
                           Form S-2, filed with the Commission on August 29,
                           1990, and amended by Amendment No. 1, filed with
                           the Commission on September 19, 1990)

                10(r)      Certificate of Public Convenience and Necessity
                           for Montgomery County dated July 8, 1985
                           (incorporated herein by reference to Exhibit 10(r)
                           of Registration Statement No. 33-36605, on
                           Form S-2, filed with the Commission on August 29,
                           1990, and amended by Amendment No. 1, filed with
                           the Commission on September 19, 1990)

                10(s)      Certificate of Public Convenience and Necessity
                           for Tazewell County dated March 25, 1968
                           (incorporated herein by reference to Exhibit 10(s)
                           of Registration Statement No. 33-36605, on
                           Form S-2, filed with the Commission on August 29,
                           1990, and amended by Amendment No. 1, filed with
                           the Commission on September 19, 1990)

                10(t)      Certificate of Public Convenience and Necessity
                           for Franklin County dated September 8, 1964
                           (incorporated herein by reference to Exhibit 10(t)
                           of Registration Statement No. 33-36605, on
                           Form S-2, filed with the Commission on August 29,
                           1990, and amended by Amendment No. 1, filed with
                           the Commission on September 19, 1990)

                10(u)      Ordinance of the Town of Bluefield, Virginia dated
                           August 25, 1986 (incorporated herein by reference
                           to Exhibit 10(u) of Registration Statement
                           No. 33-36605, on Form S-2, filed with the
                           Commission on August 29, 1990, and amended by
                           Amendment No. 1, filed with the Commission on
                           September 19, 1990)

                10(v)      Ordinance of the City of Bluefield, West Virginia
                           dated as of August 23, 1979 (incorporated herein
                           by reference to Exhibit 10(v) of Registration
                           Statement No. 33-36605, on Form S-2, filed with
                           the Commission on August 29, 1990, and amended by
                           Amendment No. 1, filed with the Commission on
                           September 19, 1990)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------     ---------------------------------------------------------------
            (continued)

              Exhibit No.  Description
              ----------   -----------
                10(w)      Resolution of the Council for the Town of
                           Fincastle, Virginia dated June 8, 1970
                           (incorporated herein by reference to Exhibit 10(f)
                           of Registration Statement No. 33-11383, on
                           Form S-4, filed with the Commission on January 16,
                           1987)

                10(x)      Resolution of the Council for the Town of
                           Troutville, Virginia dated November 4, 1968
                           (incorporated herein by reference to Exhibit 10(g)
                           of Registration Statement No. 33-11383, on
                           Form S-4, filed with the Commission on January 16,
                           1987)

                10(y)*     Consulting Agreement between Albert W. Buckley and
                           Roanoke Gas Company dated February 20, 1992
                           (incorporated herein by reference to
                           Exhibit 10(b)(b) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1992)

                10(z)*     Consulting Contract between A. Anson Jamison and
                           Roanoke Gas Company dated March 27, 1990
                           (incorporated herein by reference to
                           Exhibit 10(c)(c) of Registration Statement
                           No. 33-36605, on Form S-2, filed with the
                           Commission on August 29, 1990, and amended by
                           Amendment No. 1, filed with the Commission on
                           September 19, 1990)

             10 (a) (a)    Contract between Roanoke Gas Company and
                           Diversified Energy Services, Inc. dated
                           December 18, 1978 (incorporated herein by
                           reference to Exhibit 10(e)(e) of Registration
                           Statement No. 33-36605, on Form S-2, filed with
                           the Commission on August 29, 1990, and amended by
                           Amendment No. 1, filed with the Commission on
                           September 19, 1990)

             10 (b) (b)    Service Agreement between Bluefield Gas Company
                           and Commonwealth Public Service Corporation dated
                           January 1, 1981 (incorporated herein by reference
                           to Exhibit 10(f)(f) of Registration Statement
                           No. 33-36605, on Form S-2, filed with the
                           Commission on August 29, 1990, and amended by
                           Amendment No. 1, filed with the Commission on
                           September 19, 1990)

             10(c) (c)*    Retirement Payment Agreement between Arthur T.
                           Ellett and Roanoke Gas Company dated April 6, 1972
                           (incorporated herein by reference to Exhibit
                           10(g)(g) of Registration Statement No. 33-36605,
                           on Form S-2, filed with the Commission on
                           August 29, 1990, and amended by Amendment No. 1,
                           filed with the Commission on September 19, 1990)
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------     ---------------------------------------------------------------
            (continued)

              Exhibit No.  Description
              ----------   -----------
             10(d) (d)*    Consulting Services Agreement between Edward C.
                           Dunbar and Roanoke Gas Company dated February 25,
                           1991 (incorporated herein by reference to Exhibit
                           10(h)(h) of the Annual Report on Form 10-K for the
                           fiscal year ended September 30, 1991)

             10(e) (e)*    Consultation Contract between Gordon C. Willis and
                           Roanoke Gas Company dated April 29, 1991
                           (incorporated herein by reference to
                           Exhibit 10(i)(i) of the Annual Report on Form 10-K
                           for the fiscal year ended September 30, 1991)

             10 (f) (f)    Gas Storage Contract under rate schedule FS
                           (Market Area) Portland between Tennessee Gas
                           Pipeline Company and Roanoke Gas Company dated
                           November 1, 1993 (incorporated herein by reference
                           to Exhibit 10(k)(k) of the Annual Report on Form
                           10-K for the fiscal year ended September 30, 1994)

             10 (g) (g)    FTS Service Agreement between Columbia Gas
                           Transmission Corporation and Bluefield Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(l)(l) of the Annual Report
                           on Form 10-K for the fiscal year ended
                           September 30, 1994)

             10 (h) (h)    ITS Service Agreement between Columbia Gas
                           Transmission Corporation and Bluefield Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(m)(m) of the Annual Report
                           on Form 10-K for the fiscal year ended
                           September 30, 1994)

             10 (i) (i)    FSS Service Agreement between Columbia Gas
                           Transmission Corporation and Bluefield Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(n)(n) of the Annual Report
                           on Form 10-K for the fiscal year ended
                           September 30, 1994)

             10 (j) (j)    SST Service Agreement between Columbia Gas
                           Transmission Corporation and Bluefield Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(o)(o) of the Annual Report
                           on Form 10-K for the fiscal year ended
                           September 30, 1994)

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

              Exhibit No.  Description
              ----------   -----------
             10 (k) (k)    FTS-1 Service Agreement between Columbia Gulf
                           Transmission Company and Bluefield Gas Company
                           dated November 1, 1993 (incorporated herein by
                           reference to Exhibit 10(p)(p) of the Annual Report
                           on Form 10-K for the fiscal year ended
                           September 30, 1994)

             10(l) (l)*    Roanoke Gas Company Key Employee Stock Option Plan
                           (incorporated herein by reference to Exhibit
                           10(q)(q) of the Annual Report on Form 10-K for the
                           fiscal year ended September 30, 1995)

             10(m) (m)*    Roanoke Gas Company Stock Bonus Plan (incorporated
                           herein by reference to Exhibit 10(r)(r) of the
                           Annual Report on Form 10-K for the fiscal year
                           ended September 30, 1995)

             10 (n) (n)    Gas Franchise Agreement between the Town of
                           Vinton, Virginia, and Roanoke Gas Company dated
                           July 2, 1996

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

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

                 13        1996 Annual Report to Stockholders (such report,
                           except to the extent incorporated herein by
                           reference, is being furnished for the information
                           of the Commission only and is not to be deemed
                           filed as part of this Annual Report on Form 10-K)

                 21        Subsidiaries of the Company (incorporated herein
                           by reference to Exhibit (22) of Registration
                           Statement No. 33-36605, on Form S-2, filed with
                           the Commission on August 29, 1990, and amended by
                           Amendment No. 1, filed with the Commission on
                           September 19, 1990)

                 23        Accountants' Consent

                 27        Financial Data Schedule
         ________________

              *Management contract or compensatory plan or agreement required
              to be filed as an Exhibit to this Form 10-K pursuant to Item
              14(c).
<PAGE>
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.
-------     ---------------------------------------------------------------
            (continued)

                Exhibit No.   Description
                ----------    -----------
            (b) Reports on Form 8-K:

                None.

<PAGE>
                                  SIGNATURES
                                  ----------



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

            ROANOKE GAS COMPANY





            By: /s/ Roger L. Baumgardner              12/19/96
                ------------------------              --------
                Roger L. Baumgardner                    Date
                Vice President, Secretary and
                  Treasurer
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

/s/F. A. Farmer, Jr.        12/17/96   President, Chief Executive Officer and
----------------------------------- 
Frank A. Farmer, Jr.         Date       Director


/s/John B. Williamson, III  12/17/96   Vice President - Rates and Finance
------------------------------------
John B. Williamson, III      Date       (Principal Financial Officer)


/s/Roger L. Baumgardner     12/17/96   Vice President, Secretary and
------------------------------------
Roger L. Baumgardner        Date        Treasurer (Principal Accounting
                                        Officer)

/s/Lynn D. Avis             12/17/96   Director
------------------------------------
Lynn D. Avis                Date    


/s/Abney S. Boxley, III     12/18/96   Director
------------------------------------
Abney S. Boxley, III        Date    


/s/Frank T. Ellett          12/18/96   Director
------------------------------------
Frank T. Ellett             Date


/s/Wilbur L. Hazlegrove     12/18/96   Director
------------------------------------
Wilbur L. Hazlegrove        Date

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


/s/J. Allen Layman          12/18/96   Director
------------------------------------
J. Allen Layman             Date


/s/John H. Parrott          12/17/96   Director
------------------------------------
John H. Parrott             Date    


/s/Thomas L. Robertson      12/18/96   Director
------------------------------------
Thomas L. Robertson         Date    

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

  3 (b)        Bylaws, as amended, of Roanoke Gas Company         29

  4 (a)        Specimen copy of certificate for Roanoke Gas
               Company common stock, $5.00 par value
               (incorporated herein by reference to Exhibit
               4(a) of the Annual Report on Form 10-K for the
               fiscal year ended September 30, 1992)

  4 (b)        Article I of the Bylaws of Roanoke Gas Company
               (incorporated herein by reference to Exhibit 19
               of the Quarterly Report on Form 10-Q for the
               quarter ended March 31, 1992)

  4 (c)        Instruments defining the rights of holders of
               long-term debt (incorporated herein by reference
               Exhibit 4(c) of the Annual Report on Form 10-K
               for the fiscal year ended September 30, 1991)

  10 (a)       Firm Transportation Agreement between East
               Tennessee Natural Gas Company and Roanoke Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(a) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (b)       Interruptible Transportation Agreement between
               East Tennessee Natural Gas Company and Roanoke
               Gas Company dated July 1, 1991 (incorporated
               herein by reference to Exhibit 10(b) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (c)       NTS Service Agreement between Columbia Gas
               Transmission Corporation and Roanoke Gas
               Company dated October 25, 1994 (incorporated
               herein by reference to Exhibit 10(c) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (d)       SIT Service Agreement between Columbia Gas
               Transmission Corporation and Roanoke Gas
               Company dated November 30, 1993 (incorporated
               herein by reference to Exhibit 10(d) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (e)       FSS Service Agreement between Columbia Gas
               Transmission Corporation and Roanoke Gas Company
               dated November 1, 1993 (incorporated herein by
               reference to Exhibit 10(e) of the Annual Report on
               Form 10-K for the fiscal year ended September 30, 1994)
<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  10 (f)       FTS Service Agreement between Columbia Gas
               Transmission Corporation and Roanoke Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(f) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (g)       SST Service Agreement between Columbia Gas
               Transmission Corporation and Roanoke Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(g) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (h)       ITS Service Agreement between Columbia Gas
               Transmission Corporation and Roanoke Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(h) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (i)       FTS-1 Service Agreement between Columbia Gulf
               Transmission Company and Roanoke Gas Company
               dated November 1, 1993 (incorporated herein by
               reference to Exhibit 10(i) of the Annual Report
               on Form 10-K for the fiscal year ended
               September 30, 1994)

  10 (j)       ITS-1 Service Agreement between Columbia Gulf
               Transmission Company and Roanoke Gas Company
               dated November 1, 1993 (incorporated herein by
               reference to Exhibit 10(j) of the Annual Report
               on Form 10-K for the fiscal year ended
               September 30, 1994)

  10 (k)       Gas Transportation Agreement, for use under
               FT-A rate schedule, between Tennessee Gas
               Pipeline Company and Roanoke Gas Company dated
               November 1, 1993 (incorporated herein by
               reference to Exhibit 10(k) of the Annual Report
               on Form 10-K for the fiscal year ended
               September 30, 1994)

  10 (l)       Gas Transportation Agreement, for use under IT
               rate schedule, between Tennessee Gas Pipeline
               Company and Roanoke Gas Company dated September
               1, 1993 (incorporated herein by reference to
               Exhibit 10(l) of the Annual Report on Form 10-K
               for the fiscal year ended September 30, 1994)

  10 (m)       Gas Storage Contract under rate schedule FS
               (Production Area) Bear Creek II between
               Tennessee Gas Pipeline Company and Roanoke Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(m) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  10 (n)       Gas Storage Contract under rate schedule FS
               (Production Area) Bear Creek I between
               Tennessee Gas Pipeline Company and Roanoke Gas
               Company dated September 1, 1993 (incorporated
               herein by reference to Exhibit 10(n) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (o)       Certificate of Public Convenience and Necessity
               for Bedford County dated February 21, 1966
               (incorporated herein by reference to Exhibit
               10(o) of Registration Statement No. 33-36605,
               on Form S-2, filed with the Commission on
               August 29, 1990, and amended by Amendment No.
               1, filed with the Commission on September 19,
               1990)

  10 (p)       Certificate of Public Convenience and Necessity
               for Roanoke County dated October 19, 1965
               (incorporated herein by reference to
               Exhibit 10(p) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)

  10 (q)       Certificate of Public Convenience and Necessity
               for Botetourt County dated August 30, 1966
               (incorporated herein by reference to
               Exhibit 10(q) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)

  10 (r)       Certificate of Public Convenience and Necessity
               for Montgomery County dated July 8, 1985
               (incorporated herein by reference to
               Exhibit 10(r) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)

  10 (s)       Certificate of Public Convenience and Necessity
               for Tazewell County dated March 25, 1968
               (incorporated herein by reference to
               Exhibit 10(s) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)


<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  10 (t)       Certificate of Public Convenience and Necessity
               for Franklin County dated September 8, 1964
               (incorporated herein by reference to
               Exhibit 10(t) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)

  10 (u)       Ordinance of the Town of Bluefield, Virginia
               dated August 25, 1986 (incorporated herein by
               reference to Exhibit 10(u) of Registration
               Statement No. 33-36605, on Form S-2, filed with
               the Commission on August 29, 1990, and amended
               by Amendment No. 1, filed with the Commission
               on September 19, 1990)

  10 (v)       Ordinance of the City of Bluefield, West
               Virginia dated as of August 23, 1979
               (incorporated herein by reference to
               Exhibit 10(v) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)

  10 (w)       Resolution of the Council for the Town of
               Fincastle, Virginia dated June 8, 1970
               (incorporated herein by reference to
               Exhibit 10(f) of Registration Statement
               No. 33-11383, on Form S-4, filed with the
               Commission on January 16, 1987)

  10 (x)       Resolution of the Council for the Town of
               Troutville, Virginia dated November 4, 1968
               (incorporated herein by reference to
               Exhibit 10(g) of Registration Statement
               No. 33-11383, on Form S-4, filed with the
               Commission on January 16, 1987)

  10 (y)*      Consulting Agreement between Albert W. Buckley
               and Roanoke Gas Company dated February 20, 1992
               (incorporated herein by reference to
               Exhibit 10(b)(b) of the Annual Report on
               Form 10-K for the fiscal year ended
               September 30, 1992)

  10 (z)*      Consulting Contract between A. Anson Jamison
               and Roanoke Gas Company dated March 27, 1990
               (incorporated herein by reference to
               Exhibit 10(c)(c) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)

<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  10 (a) (a)   Contract between Roanoke Gas Company and
               Diversified Energy Services, Inc. dated
               December 18, 1978 (incorporated herein by
               reference to Exhibit 10(e)(e) of Registration
               Statement No. 33-36605, on Form S-2, filed with
               the Commission on August 29, 1990, and amended
               by Amendment No. 1, filed with the Commission
               on September 19, 1990)

  10 (b) (b)   Service Agreement between Bluefield Gas Company
               and Commonwealth Public Service Corporation
               dated January 1, 1981 (incorporated herein by
               reference to Exhibit 10(f)(f) of Registration
               Statement No. 33-36605, on Form S-2, filed with
               the Commission on August 29, 1990, and amended
               by Amendment No. 1, filed with the Commission
               on September 19, 1990)

  10 (c) (c)*  Retirement Payment Agreement between Arthur T.
               Ellett and Roanoke Gas Company dated April 6,
               1972 (incorporated herein by reference to
               Exhibit 10(g)(g) of Registration Statement
               No. 33-36605, on Form S-2, filed with the
               Commission on August 29, 1990, and amended by
               Amendment No. 1, filed with the Commission on
               September 19, 1990)

  10 (d) (d)*  Consulting Services Agreement between Edward C.
               Dunbar and Roanoke Gas Company dated
               February 25, 1991 (incorporated herein by
               reference to Exhibit 10(h)(h) of the Annual
               Report on Form 10-K for the fiscal year ended
               September 30, 1991)

  10 (e) (e)*  Consultation Contract between Gordon C. Willis
               and Roanoke Gas Company dated April 29, 1991
               (incorporated herein by reference to
               Exhibit 10(i)(i) of the Annual Report on
               Form 10-K for the fiscal year ended
               September 30, 1991)

  10 (f) (f)   Gas Storage Contract under rate schedule FS
               (Market Area) Portland between Tennessee Gas
               Pipeline Company and Roanoke Gas Company dated
               November 1, 1993 (incorporated herein by
               reference to Exhibit 10(k)(k) of the Annual
               Report on Form 10-K for the fiscal year ended
               September 30, 1994)

  10 (g) (g)   FTS Service Agreement between Columbia Gas
               Transmission Corporation and Bluefield Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(l)(l) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  10 (h) (h)   ITS Service Agreement between Columbia Gas
               Transmission Corporation and Bluefield Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(m)(m) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (i) (i)   FSS Service Agreement between Columbia Gas
               Transmission Corporation and Bluefield Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(n)(n) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (j) (j)   SST Service Agreement between Columbia Gas
               Transmission Corporation and Bluefield Gas
               Company dated November 1, 1993 (incorporated
               herein by reference to Exhibit 10(o)(o) of the
               Annual Report on Form 10-K for the fiscal year
               ended September 30, 1994)

  10 (k) (k)   FTS-1 Service Agreement between Columbia Gulf
               Transmission Company and Bluefield Gas Company
               dated November 1, 1993 (incorporated herein by
               reference to Exhibit 10(p)(p) of the Annual
               Report on Form 10-K for the fiscal year ended
               September 30, 1994)

  10 (l) (l)*  Roanoke Gas Company Key Employee Stock Option
               Plan (incorporated herein by reference to
               Exhibit 10(q)(q) of the Annual Report on
               Form 10-K for the fiscal year ended
               September 30, 1995)

  10 (m) (m)*  Roanoke Gas Company Stock Bonus Plan
               (incorporated herein by reference to
               Exhibit 10(r)(r) of the Annual Report on
               Form 10-K for the fiscal year ended
               September 30, 1995)

  10 (n) (n)   Gas Franchise Agreement between the Town of
               Vinton, Virginia, and Roanoke Gas Company dated
               July 2, 1996                                       41

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

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

  13           1996 Annual Report to Stockholders (such
               report, except to the extent incorporated
               herein by reference, is being furnished for the
               information of the Commission only and is not
               to be deemed filed as part of this Report on 
               Form 10-K)                                         55
<PAGE>
Exhibit No.    Description (continued)                            Page
----------     -----------                                        ----
  21           Subsidiaries of the Company (incorporated
               herein by reference to Exhibit (22) of
               Registration Statement No. 33-36605, on
               Form S-2, filed with the Commission on
               August 29, 1990, and amended by Amendment
               No. 1, filed with the Commission on
               September 19, 1990)

  23           Accountants' Consent                               92

  27           Financial Data Schedule                            94

  ________________

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