<PAGE>


===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
         SECURITIES EXCHANGE ACT OF 1934


         FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
         SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM __________ TO __________


                          COMMISSION FILE NO. 000-29226


                       VALLEY NATIONAL GASES INCORPORATED
             (Exact name of registrant as specified in its charter)

          PENNSYLVANIA                                  23-2888240
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                         200 WEST BEAU STREET, SUITE 200
                         WASHINGTON, PENNSYLVANIA 15301
                    (Address of principal executive offices)

                                 (724) 228-3000
              (Registrant's telephone number, including area code)


Indicate by checkmark 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 checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act.)

                      Yes                                         No  X
                          ---                                        ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


            Class                               Outstanding at February 5, 2004
            -----                               -------------------------------
Common stock, $0.001 par value                             9,356,834


===============================================================================

                       Valley National Gases Incorporated


<PAGE>

                                TABLE OF CONTENTS



                                                                           Page
                                                                           ----

PART I            FINANCIAL INFORMATION

 ITEM 1   Condensed Consolidated Balance Sheets as of June 30, 2003
          and December 31, 2003 (unaudited)                                  3

          Condensed Consolidated Statements of Operations for the
          Three Months Ended December 31, 2002 and 2003 (unaudited)          5

          Condensed Consolidated Statements of Operations for the Six
          Months Ended December 31, 2002 and 2003 (unaudited)                6

          Condensed Consolidated Statements of Cash Flows for the Six
          Months Ended December 31, 2002 and 2003 (unaudited)                7

          Notes to Condensed Consolidated Financial Statements               8

 ITEM 2   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                               14

 ITEM 3   Quantitative and Qualitative Disclosures About Market Risk        19

 ITEM 4   Controls and Procedures                                           20

PART II   OTHER INFORMATION

 ITEM 4   Submission of Matters to a Vote of Security Holders               21

 ITEM 6   Exhibits and Reports on Form 8-K                                  21

 SIGNATURES                                                                 22




                                     - 2 -
<PAGE>



PART I. FINANCIAL INFORMATION

ITEM I.  FINANCIAL STATEMENTS

                       VALLEY NATIONAL GASES INCORPORATED

                      CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                            A S S E T S                                        June 30,             December 31,
                                                                                2003 *                  2003
                                                                             -------------         -------------
                                                                                                    (Unaudited)
<S>                                                                         <C>                   <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                  $   1,782,713         $     722,254
  Accounts receivable, net of allowance for
    doubtful accounts of $814,846 and
    $781,033, respectively                                                      15,372,616            17,816,819
  Inventory                                                                     10,013,709            10,071,850
  Prepaids and other current assets                                                859,208               957,059
  Deferred tax assets                                                            3,458,887             2,830,067
  Refundable taxes                                                               1,587,681               400,764
                                                                             -------------         -------------

                  Total current assets                                          33,074,814            32,798,813
                                                                             -------------         -------------

PROPERTY, PLANT AND EQUIPMENT:
    Land                                                                            55,000                55,000
    Buildings and improvements                                                   6,217,806             6,531,663
    Equipment                                                                   87,045,075            88,544,922
    Transportation equipment                                                    14,306,183            16,257,459
    Furniture and fixtures                                                       7,414,897             7,634,171
                                                                             -------------         -------------

                  Total property, plant and equipment                          115,038,961           119,023,215

    Accumulated depreciation                                                   (45,380,867)          (47,993,341)
                                                                             -------------         -------------

                  Net property, plant and equipment                             69,658,094            71,029,874
                                                                             -------------         -------------

OTHER ASSETS:
    Non-compete agreements, consulting agreements and customer lists,
       net of accumulated amortization of $12,501,875 and $8,032,528,
       respectively
                                                                                 3,885,170             3,325,533
    Goodwill                                                                    41,209,615            40,870,615
    Deposits and other assets                                                    1,387,139             1,513,281
                                                                             -------------         -------------

                  Total other assets                                            46,481,924            45,709,429
                                                                             -------------         -------------

TOTAL ASSETS                                                                 $ 149,214,832         $ 149,538,116
                                                                             =============         =============
</TABLE>

* Amounts have been derived from audited financial statements.

The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.


                                     - 3 -
<PAGE>


                       VALLEY NATIONAL GASES INCORPORATED

                      CONDENSED CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                     LIABILITIES AND STOCKHOLDERS' EQUITY              June 30,            December 31,
                                                                         2003 *                 2003
                                                                     -------------         -------------
                                                                                            (Unaudited)
<S>                                                                  <C>                  <C>
CURRENT LIABILITIES:
  Current maturities of long-term debt                               $   5,916,423         $   4,584,908
  Accounts payable                                                       7,460,442             7,489,695
  Accrued compensation and employee benefits                             3,541,493             3,435,817
  Interest rate derivatives                                              2,527,280             2,335,300
  Other current liabilities                                              2,927,010             3,302,613
                                                                     -------------         -------------

                  Total current liabilities                             22,372,648            21,148,333

LONG-TERM DEBT, less current maturities                                 67,641,782            66,114,988
DEFERRED TAX LIABILITIES                                                18,658,385            19,430,542
OTHER LONG-TERM LIABILITIES                                              1,797,102             1,860,743
INTEREST RATE DERIVATIVES                                                2,601,710             1,258,646
                                                                     -------------         -------------

                  Total liabilities                                    113,071,627           109,813,252
                                                                     -------------         -------------

COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
 Preferred stock, par value, $.01 per share--
    Authorized, 5,000,000 shares, none Issued or Outstanding                   --                    --
 Common stock, par value, $.001 per share-
    Authorized, 30,000,000 shares;
      Issued, 9,620,084 shares, Outstanding, 9,356,834 shares                9,620                 9,620
    Paid-in-capital                                                     19,221,378            19,221,378
    Retained earnings                                                   21,988,827            24,689,436
  Accumulated other comprehensive loss                                  (2,890,059)           (2,009,009)
  Treasury stock at cost, 263,250 shares                                (2,186,561)           (2,186,561)
                                                                     -------------         -------------

                  Total stockholders' equity                            36,143,205            39,724,864
                                                                     -------------         -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 149,214,832         $ 149,538,116
                                                                     =============         =============
</TABLE>



* Amounts have been derived from audited financial statements.



The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.


                                     - 4 -
<PAGE>



                       VALLEY NATIONAL GASES INCORPORATED

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                              December 31,
                                                     ------------------------------
                                                        2002               2003
                                                     -----------        -----------
<S>                                                 <C>                <C>
NET SALES                                            $38,675,656        $39,120,013
COST OF PRODUCTS SOLD, excluding depreciation
    and amortization                                  18,337,408         18,314,303
                                                     -----------        -----------
                  Gross profit                        20,338,248         20,805,710
                                                     -----------        -----------

EXPENSES:
    Operating and administrative, including
       expenses incurred with related
       parties under lease and consulting
       agreements of $624,949 and $593,069,
       respectively                                   14,854,393         14,095,322
    Depreciation                                       1,310,700          1,461,286
  Amortization of intangibles                            587,721            427,881
                                                     -----------        -----------
                  Total expenses                      16,752,814         15,984,489
                                                     -----------        -----------
                  Income from operations               3,585,434          4,821,221
                                                     -----------        -----------

INTEREST EXPENSE                                       1,246,983          1,446,043
OTHER INCOME, NET                                         32,829             46,012
                                                     -----------        -----------
EARNINGS BEFORE INCOME TAXES                           2,371,280          3,421,190

PROVISION FOR INCOME TAXES                               984,082          1,334,264
                                                     -----------        -----------
NET EARNINGS                                         $ 1,387,198        $ 2,086,926
                                                     ===========        ===========

BASIC EARNINGS PER SHARE                             $      0.15        $      0.22
DILUTED EARNINGS PER SHARE                           $      0.15        $      0.22
WEIGHTED AVERAGE SHARES:
  Basic                                                9,347,584          9,356,834
  Diluted                                              9,391,942          9,402,328
</TABLE>




The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.



                                     - 5 -
<PAGE>

                       VALLEY NATIONAL GASES INCORPORATED

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         Six Months Ended
                                                                            December 31,
                                                                  ------------------------------
                                                                     2002               2003
                                                                  -----------        -----------
<S>                                                              <C>                <C>
NET SALES                                                         $72,128,392        $71,554,545
COST OF PRODUCTS SOLD, excluding depreciation
    and amortization                                               33,732,011         32,992,764
                                                                  -----------        -----------
                  Gross profit                                     38,396,381         38,561,781
                                                                  -----------        -----------

EXPENSES:
    Operating and administrative, including expenses
       incurred with related parties under lease and
       consulting agreements of $1,323,057 and $1,195,770,
       respectively                                                28,757,925         27,597,293
    Depreciation                                                    2,571,300          2,839,260
  Amortization of intangibles                                       1,288,775            898,637
                                                                  -----------        -----------
                  Total expenses                                   32,618,000         31,335,190
                                                                  -----------        -----------
                  Income from operations                            5,778,381          7,226,591
                                                                  -----------        -----------

INTEREST EXPENSE                                                    3,344,017          2,927,574
OTHER INCOME, NET                                                     115,377            128,213
                                                                  -----------        -----------
EARNINGS BEFORE INCOME TAXES                                        2,549,741          4,427,230

PROVISION FOR INCOME TAXES                                          1,058,144          1,726,620
                                                                  -----------        -----------
NET EARNINGS                                                      $ 1,491,597        $ 2,700,610
                                                                  ===========        ===========

BASIC EARNINGS PER SHARE                                          $      0.16        $      0.29
DILUTED EARNINGS PER SHARE                                        $      0.16        $      0.29
WEIGHTED AVERAGE SHARES:
   Basic                                                            9,347,584          9,356,834
   Diluted                                                          9,397,973          9,394,222

</TABLE>



The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.


                                     - 6 -
<PAGE>


                       VALLEY NATIONAL GASES INCORPORATED

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                Six Months Ended
                                                                  December 31,
                                                       ---------------------------------
                                                           2002                 2003
                                                       ------------         ------------
<S>                                                    <C>                  <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES              $  3,409,774         $  5,788,990
                                                       ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Proceeds from disposal of assets                         68,560               22,699
    Purchases of property and equipment                  (3,773,666)          (4,095,919)
    Business acquisitions, net of cash acquired          (1,054,112)                 --
                                                       ------------         ------------

     Net cash used in investing activities               (4,759,218)          (4,073,220)
                                                       ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from borrowings                             27,542,686           23,899,315
    Principal payments on loans                         (26,980,944)         (26,675,544)
                                                       ------------         ------------

     Net cash provided by (used in) financing
     Activities                                             561,742           (2,776,229)
                                                       ------------         ------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                    (787,702)          (1,060,459)

CASH AND CASH EQUIVALENTS, beginning of period            1,216,668            1,782,713
                                                       ------------         ------------

CASH AND CASH EQUIVALENTS, end of period               $    428,966         $    722,254
                                                       ============         ============
</TABLE>



The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.



                                     - 7 -
<PAGE>

                       Valley National Gases Incorporated


         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION:

    The condensed consolidated financial statements of Valley National Gases
Incorporated (the Company) presented herein are unaudited. Certain information
and footnote disclosures normally prepared in accordance with generally accepted
accounting principles have been either condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. Although the
Company believes that all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation have been made, interim periods
are not necessarily indicative of the financial results of operations for a full
year. As such, these financial statements should be read in conjunction with the
financial statements and notes thereto included or incorporated by reference in
the Company's audited consolidated financial statements for the period ending
June 30, 2003.

2. ORGANIZATION

    Valley National Gases Incorporated, a Pennsylvania corporation (the
Company), produces, packages and resells industrial gases, specialty gases and
propane; and resells welding hard goods and equipment. The Company's gas
operations consist primarily of packaging and mixing industrial, medical and
specialty gases, such as oxygen, nitrogen and argon, in pressurized cylinders
and transporting these cylinders to customers from one of the Company's 65
distribution or retail locations. In addition, the Company distributes propane
to industrial and residential customers. Welding equipment and supplies sales
includes welding machines, wire, fluxes and electrodes, as well as a wide
variety of supporting equipment. Since the Company was founded, it has completed
70 acquisitions of smaller independent local companies. The Company, through its
consolidated subsidiary has been in operation since 1958 and currently operates
in 11 states.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

    The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary. All significant inter-company balances have
been eliminated.

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.

INVENTORY

    Inventory is carried at the lower of cost or market using the first-in,
first-out (FIFO) method. The Company estimates reserves for product loss and
obsolete inventory on a quarterly basis.




                                     - 8 -
<PAGE>



The components of inventory are as follows:

<TABLE>
<CAPTION>
                              June 30,                   December 31,
                                2003                        2003
                            -----------                  -----------
                                                         (Unaudited)
<S>                         <C>                          <C>
Hard goods                  $ 7,454,660                  $ 7,463,630
Gases                         2,559,049                    2,608,220
                            -----------                  -----------
                            $10,013,709                  $10,071,850
                            ===========                  ===========
</TABLE>


Accounting for Stock-based Compensation

    The Company has a stock-based compensation plan. The Company accounts for
this plan under the recognition and measurement provisions of APB Opinion No.
25, "Accounting for Stock Issued to Employees". Under these provisions,
stock-based employee compensation cost is not reflected in net earnings for any
year, as all options granted under the plan had an exercise price equal to or
greater than the market value of the underlying common stock on the grant date.

    If the Company had elected to recognize compensation cost for these stock
options based on the fair value method set forth in SFAS No. 123, "Accounting
for Stock Based Compensation" the Company's net earnings and earnings per share
would have been the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                            Three Months Ended                     Six Months Ended
                                               December 31,                           December 31,
                                      -------------------------------         -------------------------------
                                         2002                 2003               2002                 2003
                                      -----------         -----------         -----------         -----------
<S>                                  <C>                 <C>                 <C>                 <C>
Net income
   As reported                        $ 1,387,198         $ 2,086,926         $ 1,491,597         $ 2,700,610
   Deduct: Total stock-based
     employee compensation
     expense based on the fair
     value method for all
     awards, net of related
     tax effects                          (17,761)            (21,713)            (32,018)            (43,427)
                                      -----------         -----------         -----------         -----------
   Pro forma                            1,369,437           2,065,213           1,459,579           2,657,183
Earnings per share assuming
 Dilution
   As reported                        $      0.15         $      0.22         $      0.16         $      0.29
   Pro forma                          $      0.15         $      0.22         $      0.16         $      0.28

</Table>

Comprehensive Income

    Comprehensive income includes net income and unrealized gains and losses on
derivatives designated and qualified as cash flow hedges. The components of
comprehensive income consist of the following for the six months ending December
31:

<TABLE>
<CAPTION>
                                                     Six Months Ended
                                                       December 31,
                                             -------------------------------
                                                2002                2003
                                             -----------         -----------
<S>                                          <C>                 <C>
        Net earnings                         $ 1,491,597         $ 2,700,610
        Unrealized gains, (losses) on
          derivatives, net of tax             (1,004,831)            881,050
                                             -----------         -----------
        Comprehensive income (loss)          $   486,766         $ 3,581,660
                                             ===========         ===========

</Table>
                                     - 9 -
<PAGE>

New Accounting Standards

    In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). A variable interest entity ("VIE") is
one where the contractual or ownership interests in an entity change with
changes in the entity's net asset value. This interpretation requires the
consolidation of a VIE by the primary beneficiary, and also requires disclosure
about VIEs where an enterprise has a significant variable interest but is not
the primary beneficiary. In December 2003, the FASB issued a partial deferral of
FIN46. Under the recent deferral, FIN 46 is effective in the third quarter of
fiscal year 2004 for VIEs existing prior to February 1, 2003. The required
disclosure provisions of FIN 46 have been adopted in the current year. The
Company is currently analyzing FIN 46 and it's impact to the financial
statements with regard to the put/call agreement as well as related party lease
agreements discussed in Note 7.

    In April 2003, SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging" was issued. This statement amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities". This statement was effective for
the Company after April 30, 2003 and did not have a material impact on the
Company's results of operations or financial condition.

    In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement was effective for the Company after May 31, 2003 and did not have a
material impact on the Company's results of operations or financial condition at
June 30, 2003. In November 2003, the FASB issued a deferral for an indefinite
period with the exception of the disclosure provisions.

Supplemental Cash Flow Information

<TABLE>
<CAPTION>
                                                    For the Six Months Ended
                                                          December 31,
                                                 ------------------------------
                                                    2002                2003
                                                 -----------         ----------
<S>                                             <C>                 <C>
   Cash paid for certain items--
     Cash payments for interest                  $ 3,357,056         $2,972,834
     Cash payments for income taxes                      --                 --
   Non-cash investing activity--
      Purchases of property and equipment                --             222,522
   Non-cash financing activity--
      Issuance of seller notes                       855,000                --
      Issuance of non-compete agreements             300,000                --
      Adjustment of seller notes                         --             (82,080)
                                                 -----------         ----------
</Table>

RECLASSIFICATIONS

    Certain reclassifications have been made to prior year amounts to conform
with the current year presentation. These reclassifications had no effect on
reported net earnings.

4. INTANGIBLE ASSETS:

    On July 1, 2001, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," under which goodwill and other intangible assets with
indefinite lives are not amortized. Such intangibles were evaluated for
impairment as of July 1, 2001 and no impairment existed. In addition, each year,
the Company will evaluate the intangible assets for impairment with any
resulting impairment reflected as an operating expense. The Company's
intangibles, other than goodwill, are its noncompete agreements, consulting
agreements and customer lists, which the Company has assigned definite lives
equal to the terms of the agreements. As of June 30, 2003 and December 31, 2003,
the Company's noncompete agreements, consulting agreements and customer lists
are summarized as follows:

                                     - 10 -
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Accumulated
                            Gross         Accumulated         Gross Amount       Amortization      Weighted
                           Amount        Amortization            as of              as of           Average
                           as of             as of            December 31,       December 31,     Amortization
                      June 30, 2003      June 30, 2003           2003                2003        Period (years)
                      -------------      -------------        -----------        -----------     --------------
<S>                   <C>                <C>                <C>                <C>               <C>
Non-competition
   agreements          $15,223,274        $11,353,282        $10,811,650        $ 7,804,456           5.2
Consulting
   agreements            1,163,771          1,148,593            207,411            199,822          10.0
Customer Lists                 --                 --             339,000             28,250          15.0
                       -----------        -----------        -----------        -----------
Total                  $16,387,045        $12,501,875        $11,358,061        $ 8,032,528
                       ===========        ===========        ===========        ===========
</TABLE>

   Amortization expense for the six months ended December 31, 2003 totaled
$898,637. Estimated amortization expense for the remainder of fiscal 2004 as of
December 31, 2003 and the next five fiscal years is summarized as follows:

               Fiscal year Ending June 30,
               ---------------------------

                    Remainder of 2004                   $   743,334
                           2005                         $ 1,061,743
                           2006                         $   538,568
                           2007                         $   321,902
                           2008                         $   309,818
                           2009                         $   117,437

   The changes in the carrying amount of goodwill for the six months ended
December 31, 2003, are as follows:

           Balance as of June 30, 2003                     $  41,209,615
           Final purchase price adjustments to
             acquired goodwill                                  (339,000)
                                                           -------------
           Balance as of December 31, 2003                 $  40,870,615
                                                           -------------

5. LONG-TERM DEBT:

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                             June 30,           December 31,
                                                               2003                 2003
                                                           ------------         ------------
                                                                                (Unaudited)
<S>                                                       <C>                  <C>
Revolving note, interest at LIBOR plus 2.75%
    payable monthly through June 2005
    Collateralized by the assets of the Company            $ 55,770,000         $ 56,418,000
Termnote, interest at LIBOR plus 2.75% payable
    monthly through June 2005. Collateralized by
    the assets of the Company                                12,000,000           10,500,000
Notepayable, interest at 6.6% payable annually
    through October 2003. Collateralized by certain
    assets of the Company                                       683,075                  --
Individuals and corporations, mortgages and notes,
    interest at 3.75% to 10.00%, payable at various
    dates through 2010                                        5,180,189            3,848,301
                                                           ------------         ------------
                                                             73,633,264           70,766,301

                  Original issue discount                       (75,059)             (66,405)
                  Current maturities                         (5,916,423)          (4,584,908)
                                                           ------------         ------------

Total long-term debt                                       $ 67,641,782         $ 66,114,988
                                                           ============         ============
</TABLE>

    The prime rate was 4.00% and LIBOR was 1.14% at December 31, 2003.

    On October 23, 2003, the Company entered into a fourth amendment to its
credit agreement to finalize prior non-recurring charges and their treatment for
covenant calculations. The Company was in compliance with the covenants under
its credit facility for the periods June 30, 2003 and December 31, 2003.


                                     - 11 -
<PAGE>

    The weighted average interest rate for substantially all of the borrowings
under the credit facility, excluding the effect of interest rate swap
agreements, was 3.8% as of December 31, 2003. As of December 31, 2003,
availability under the revolving loan was approximately $8.5 million, with
outstanding borrowings of approximately $56.4 million and outstanding letters of
credit of approximately $2.6 million. The credit facility is secured by all of
the Company's assets. The revolving loan is used primarily to fund acquisitions.
The Company is not required to make principal payments on outstanding balances
of the revolving loan as long as certain covenants are satisfied. Interest is
charged on both the term loan and the revolving loan at either the lender's
prime rate or various LIBOR rates, at the Company's discretion, plus an
applicable spread.

    The loan agreement for the credit facility, as amended, contains various
financial covenants applicable to the Company, including covenants requiring
minimum fixed charge coverage, maximum funded debt to EBITDA, and minimum net
worth. As of December 31, 2003, the Company is in compliance with these
covenants and believes that it will continue to be in compliance through at
least the next twelve months. The Company believes that if and when the option
is exercised it will have adequate capital resources available to fund the
acquisition described in Note 7 and that it will continue to be in compliance
with its debt covenant requirements.

6.  EARNINGS PER SHARE
    ------------------

     Basic earnings per share were computed based on the weighted average number
of common shares issued and outstanding during the relevant periods. Diluted
earnings per share were computed based on the weighted average number of common
shares issued and outstanding plus additional shares assumed to be outstanding
to reflect the dilutive effect of common stock equivalents using the treasury
stock method.

<TABLE>
<CAPTION>
                                                    Three Months Ended                  Six Months Ended
                                                        December 31,                       December 31,
                                               ----------------------------        ----------------------------
                                                  2002              2003              2002              2003
                                               ----------        ----------        ----------        ----------
<S>                                           <C>               <C>               <C>               <C>
Net earnings available for common stock        $1,387,198        $2,086,926        $1,491,597        $2,700,610
                                               ==========        ==========        ==========        ==========

Basic earnings per common share:

Weighted average common shares                  9,347,584         9,356,834         9,347,584         9,356,834
                                               ==========        ==========        ==========        ==========

Basic earnings per common share                $     0.15        $     0.22        $     0.16        $     0.29
                                               ==========        ==========        ==========        ==========

Diluted earnings per common share:

Weighted average common shares                  9,347,584         9,356,834         9,347,584         9,356,834

Shares issuable from assumed
  conversion of common
  stock equivalents                                44,358            45,494            50,389            37,388
                                               ----------        ----------        ----------        ----------

Weighted average common and common
  equivalent shares                             9,391,942         9,402,328         9,397,973         9,394,222
                                               ==========        ==========        ==========        ==========
Diluted earnings per common share              $     0.15        $     0.22        $     0.16        $     0.29
                                               ==========        ==========        ==========        ==========
</TABLE>


    Options to purchase 321,000 shares of common stock were outstanding during
the quarter and six months ended December 31, 2003 and 241,500 and 191,500 for
the quarter and six months ended December 31, 2002, but were not included in the
computation of diluted earnings per common share as the options' exercise price
was greater than the average market price of the common stock for the respective
periods.


                                     - 12 -
<PAGE>

7. COMMITMENTS AND CONTINGENCIES

    Some industrial gases and propane are flammable, explosive products. Serious
personal injury and property damage can occur in connection with its
transportation, storage, production or use. The Company, in the ordinary course
of business, is threatened with or is named as a defendant in various lawsuits
which, among other items, seek actual and punitive damages for product
liability, personal injury and property damage. The Company maintains liability
insurance policies with insurers in such amounts and with such coverages and
deductibles as the Company believes is reasonable and prudent. However, there
can be no assurance that such insurance will be adequate to protect the Company
from material expenses related to such personal injury or property damage or
that such levels of insurance will continue to be available in the future at
economical prices. Management is of the opinion that there are no known claims
or known contingent claims that are likely to have a material adverse effect on
the results of operations, financial condition or cash flows of the Company.

    During fiscal year 2003, the Company incurred charges of $0.5 million
related to the severance payments for certain terminated employees as part of
the Company's organization strengthening program. As of June 30, 2003, the
Company had $0.2 million accrued for severance payments. Substantially all of
these payments have been made as of December 31, 2003.

    The Company entered into a put/call option agreement in May 1998 with an
independent distributor for the purchase of its business. The put option became
exercisable in May 2002 and ends in May 2005. The call option becomes
exercisable upon expiration of the put option and ends in May 2008. The total
purchase price of this acquisition is currently estimated to be $10 million
based upon the purchase price calculation stipulated in the agreement, which
includes $1 million previously paid for this option. Management believes that
the carrying value of the option is not impaired, based upon its estimate of the
market value of such independent distributor. The Company could incur a loss
when the put option is exercised if the market value of the option at inception
is greater than the market value of the option at the date of purchase.
Management believes that a material loss is unlikely to occur based upon the
historical performance of the independent distributor. In addition, the Company
believes that if and when the option is exercised, it will have adequate capital
resources available to fund this acquisition and that it will continue to be in
compliance with its debt covenant requirements.

    The Company leases buildings and equipment and rents cylinders from related
parties, including the sole shareholder prior to the Company's initial public
offering and corporations owned by such sole shareholder and officers of the
Company. These lease agreements have various maturity dates through April 2013.
For the six months ended December 31, 2003 and 2002, the Company incurred
expenses under these leases of $1,129,400 and $1,190,977, respectively. There
have been no changes to these lease agreements since June 30, 2003.

    In September 1991, in connection with the purchase by the Company of certain
assets of Praxair, Inc. (Praxair), the Company, Gary E. West and certain of his
affiliates entered into a Right of First Refusal Agreement with Praxair. In
March 1997, the parties to such agreement entered into an Amended and Restated
Right of First Refusal Agreement (the Right of First Refusal Agreement) in
connection with the Company's reorganization. Pursuant to this agreement, if at
any time during the term of the agreement the Company wishes to accept a third
party offer to purchase all or a material part of the assets of the Company, or
Mr. West and his affiliates wish to accept an offer to purchase shares of
capital stock of the Company (the Capital Stock) owned by them in a transaction
that would result in Mr. West and his affiliates collectively owning less than
51% of the Company's issued and outstanding shares of Capital Stock on a fully
diluted basis or owning less than 51% of the combined voting power of all
outstanding voting securities of the Company, Praxair will have a right of first
refusal to match the offer. In addition, in the absence of a third party offer,
if (a) Mr. West and his affiliates wish to sell shares of Common Stock which
would result in their owning collectively less than 51% or more of the Company's
issued and outstanding shares of Common Stock, (b) the Company wishes to sell
all or a material part of its


                                     - 13 -
<PAGE>

assets, or (c) the Company wishes to issue additional shares or options or
securities exercisable or convertible into shares of Common Stock, pursuant to
employee stock options, a public offering, private placement, merger, share
exchange or otherwise, which in the aggregate on a fully diluted basis would
result in Mr. West and his affiliates collectively owning less than 51% of all
the issued outstanding shares of Common Stock, then Praxair will have the right
to purchase from Mr. West and his affiliates up to all of the issued and
outstanding shares of Common Stock held by them (but not less than 51% of all of
the issued and outstanding shares of the Company's Common Stock on a fully
diluted basis) at the then prevailing market price. If Praxair does purchase
shares of Capital Stock from Mr. West and his affiliates as described in this
paragraph, then Mr. West and his affiliates will be bound by certain non-compete
provisions, as described in the Right of First Refusal Agreement, for a period
of three years from such purchase.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The following discussion should be read in conjunction with, and is
qualified in its entirety by, the Financial Statements and the Notes thereto
included in item 1 herein.

OVERVIEW

    Valley National Gases, Incorporated (the "Company"), a Pennsylvania
corporation, is a leading packager and distributor of cylinder and bulk
industrial, medical and specialty gases, welding equipment and supplies, propane
and fire protection equipment in 11 states in the eastern United States. In
fiscal 2003, gases accounted for approximately 48% of net sales, welding
equipment and supplies (generally referred to in the industry as "hard goods")
accounted for approximately 36% of net sales, and cylinder and tank rental
accounted for approximately 16% of net sales.

    The Company's gas operations consist primarily of packaging and mixing
industrial, medical and specialty gases, such as oxygen, nitrogen and argon, in
pressurized cylinders and transporting these cylinders to customers from one of
the Company's 65 distribution or retail locations. The Company also distributes
propane to industrial and residential customers. Most customers pay a rental fee
for use of Company cylinders. The Company owns approximately 546,000 cylinders,
which require minimal maintenance and have useful lives that the Company expects
will average 30 years or longer. The Company selectively participates in the
small bulk gas market through the supply of gases in cryogenic transports and
the storage of gases in cryogenic and propane tanks that are also rented to
customers. The Company owns approximately 30,000 bulk propane tanks and 390 bulk
cryogenic tanks, which have useful lives generally less than those of cylinders.
In connection with the distribution of gases, the Company sells welding
equipment and supplies, including welding machines, wire, fluxes and electrodes
and a wide variety of supporting equipment.

    The Company has determined that its business has one reportable segment in
the industrial gas and welding supply industry. Although the Company
participates in both of these markets, the financial information provided to the
chief operating decision maker for making critical decisions or allocating
resources does not constitute segment reporting.

    The Company's current business strategy is to grow earnings through cost
leveraging its operations, and grow sales through the selective acquisition of
other independent distributors; and, to a lesser degree, through internally
generated growth. The Company believes that the proper implementation of certain
key operating procedures and staffing based upon "best practices" standards will
facilitate the reduction of total operating expenses and higher product margins.
Since the Company was founded, it has completed 70 acquisitions. Since July 1,
2002, the Company has acquired one independent distributor, adding approximately


                                     - 14 -
<PAGE>

$2 million in annualized sales. The Company believes that the current activity
regarding the sale and purchase of independent distributors has been slow
relative to historical levels. However, management believes that, over the long
term, there will continue to be attractive acquisition candidates available to
the Company as a result of the consolidation trend in the industry and that the
Company will be able to successfully integrate acquired operations into its base
business, generating growth and operational synergies. The Company expects that
acquisitions will be financed primarily with internally generated funds, and to
a much lesser extent, borrowings under the Company's credit facility and seller
financing. While highly focused on cost leveraging, management believes that the
Company's competitive strengths will allow it to increase sales.

RESULTS OF OPERATIONS

Comparison of Three Months Ended December 31, 2003 and 2002

    The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the financial
statements included in response to Part 1, Item 1 of this report.

    Net sales increased 1.1%, or $0.4 million, to $39.1 million for the three
months ended December 31, 2003 from $38.7 million for the three months ended
December 31, 2002. Propane sales increased $1.2 million, reflecting $1.4 million
in price inflation and $0.2 million decrease due to decrease in the volume of
propane sold. The propane volume decline was primarily attributable to the
effect of average temperatures in the Company's market area being approximately
8.1% higher in comparison to the prior year period, substantially offset by
internal growth. Hard good sales decreased $1.0 million from the prior year
quarter on a same store basis, reflecting the effect of the softness in the
economy during the quarter. Gases and cylinder revenue represented 66.6% of net
sales for the three months ended December 31, 2003, with hard goods representing
33.4%. In comparison, gases and cylinder revenue represented 63.6% of net sales
for the three months ended December 31, 2002, with hard goods representing
36.4%.

    Gross profit, which excludes depreciation and amortization, increased 2.3%,
or $0.5 million, to $20.8 million, for the three months ended December 31, 2003
compared to $20.3 for the three months ended December 31, 2002. Gross profit as
a percentage of net sales was 53.2% for the three months ended December 31,
2003, compared to 52.6% for the three months ended December 31, 2002, reflecting
increases for hard goods partially offset by a reduction in gross profit
percentage for industrial gases and propane.

    Operating and administrative expenses decreased 5.1%, or $0.8 million, to
$14.1 million for the three months ended December 31, 2003. This reduction
reflected, primarily, the results of the Company's cost reduction initiatives.
The majority of these expense reductions were in the areas of wages, benefits,
legal, professional and other general expenses. Operating and administrative
expenses as a percentage of sales were 36.0% for the three months ended December
31, 2003 compared to 38.4% for the three months ended December 31, 2002.

    Depreciation and amortization expense of $1.9 million for the three months
ended December 31, 2003 was consistent with December 31, 2002.

    Interest expense increased $0.2 million to $1.4 million for the three months
ended December 31, 2003 compared to $1.2 million for the three months ended
December 31, 2002. Reflected in interest expense were decreases of $35,248 and
$388,757 for the three months ended December 31, 2003 and December 31, 2002 to
record changes in the fair market value of the Company's interest rate swap
agreements under SFAS No. 133. The increase related to the changes in market
value of the swap agreements was partially offset by the effect of the declining
debt balances.

    The Company's effective tax rate for the three months ended December 31,
2003 was 39.0% and was consistent with the rate realized for the year ended June
30, 2003.


                                     - 15 -
<PAGE>

   Net earnings increased to $2.1 million for the three months ended December
31, 2003 compared to $1.4 million for the prior year quarter reflecting,
primarily, the effect of increased gross profit and reduced expenses.

Comparison of Six Months Ended December 31, 2003 and 2002

   Net sales decreased 0.8%, or $0.6 million, to $71.5 million for the six
months ended December 31, 2003 from $72.1 million for the six months ended
December 31, 2002. Acquisitions made since the prior year quarter contributed
$0.1 million of increase in net sales for the six months ended December 31,
2003, while same store sales decreased $0.7 million or 1.0% for such six month
period. Propane sales increased $2.4 million on a same store basis compared to
the prior year period, reflecting $2.0 million in price inflation and $0.4
million increase due to increase in the volume of propane sold. Same store bulk
propane gallons sold were up 2.5% for the six months reflecting growth in the
Company's customer base partially offset by reduced demand due to warmer average
temperatures than experienced in the prior period. Hard good sales decreased
$2.8 million from the prior year six months on a same store basis, reflecting
the effect of the softness in the economy during the period and the Company's
decision to reduce activity with selective low margin accounts. Gases and
cylinder revenue represented 64.4% of net sales for the six months ended
December 31, 2003, with hard goods representing 35.6%. In comparison, gases and
cylinder revenue represented 60.7% of net sales for the six months ended
December 31, 2002, with hard goods representing 39.3%.

   Gross profit, which excludes depreciation and amortization, increased 0.4%,
or $0.2 million, to $38.6 million, for the six months ended December 31, 2003
compared to $38.4 for the six months ended December 31, 2002. Acquisitions made
since the prior year quarter contributed $0.1 million of increase in gross
profit while same store gross profit increased $0.1 million. Gross profit as a
percentage of net sales was 53.9% for the six months ended December 31, 2003,
compared to 53.2% for the six months ended December 31, 2002, reflecting,
primarily, improvements in gross profits for hard goods.

    Operating and administrative expenses decreased 4.0%, or $1.2 million, to
$27.6 million for the six months ended December 31, 2003. This reduction
reflected, primarily, the results of the Company's cost reduction initiatives.
The majority of these expense reductions were in the areas of wages, benefits,
legal, professional and other general expenses. Operating and administrative
expenses as a percentage of sales were 38.6% for the six months ended December
31, 2003 and compared to 39.9% for the six months ended December 31, 2002.

    Depreciation and amortization expense decreased $0.1 million for the six
months ended December 31, 2003, compared to the six months ended December 31,
2002, primarily as a result of certain intangibles becoming fully amortized.

    Interest expense decreased $0.4 million to $2.9 million for the six months
ended December 31, 2003 compared to $3.3 million for the six months ended
December 31, 2002, reflecting primarily the effect of reduced debt balances.
Included in interest expense was a decrease of $66,628 and 38,596 for the six
months ended December 31, 2003 and December 31, 2002 to record changes in the
fair market value of the Company's interest rate swap agreements under SFAS No.
133.

    The Company's effective tax rate for the six months ended December 31, 2003
was 39.0% and was consistent with the rate realized for the year ended June 30,
2003.

    Net earnings increased to $2.7 million for the six months ended December 31,
2003 compared to $1.5 million for the prior year quarter reflecting, primarily,
the effect of reduced operating and interest expense.

LIQUIDITY AND CAPITAL RESOURCES

    Historically, the Company has financed its operations, capital expenditures
and debt service with funds provided from operating activities. Acquisitions
have been financed by a combination of seller financing, bank borrowings and
funds generated from operations.


                                     - 16 -
<PAGE>

    At December 31, 2003, the Company had working capital of approximately $11.7
million, compared to $14.8 million as of December 31, 2002, reflecting primarily
the reduction in inventory of $3.5 million. Funds provided by operations for the
six months ended December 31, 2003 were approximately $5.8 million, compared to
$3.4 million for the six months ended December 31, 2002. This increase of $2.4
million is primarily attributable to the $1.2 million increase of net earnings
and receipt of an income tax refund of $1.2 million. Funds used for investing
activities were approximately $4.1 million for the six months ended December 31,
2003, consisting primarily of capital spending, compared to $4.8 million for the
six months ended December 31, 2002. The Company anticipates capital spending for
fiscal year 2004 to be approximately $6.5 million. Funds used for financing
activities for the six months ended December 31, 2003 were approximately $2.8
million from net payments of debt, compared to funds provided for financing
activities of $0.6 million for the six months ended December 31, 2002. The
Company's cash balance decreased $1.1 million during the six months ended
December 31, 2003 to $0.7 million.

    On October 23, 2003, the Company entered into a fourth amendment to its
credit agreement to finalize prior non-recurring charges and their treatment for
covenant calculations. The Company was in compliance with the covenants under
its credit facility for the periods June 30, 2003 and December 31, 2003.

    The weighted average interest rate for substantially all of the borrowings
under the credit facility was 3.8% as of December 31, 2003. As of December 31,
2003, availability under the revolving loan was approximately $8.5 million, with
outstanding borrowings of approximately $56.4 million and outstanding letters of
credit of approximately $2.6 million. The credit facility is secured by all of
the Company's assets. The revolving loan is used primarily to fund acquisitions.
The Company is not required to make principal payments on outstanding balances
of the revolving loan as long as certain covenants are satisfied. Interest is
charged on both the term loan and the revolving loan at either the lender's
prime rate or various LIBOR rates, at the Company's discretion, plus an
applicable spread.

    The loan agreement for the credit facility, as amended, contains various
financial covenants applicable to the Company, including covenants requiring
minimum fixed charge coverage, maximum funded debt to EBITDA, and minimum net
worth. As of December 31, 2003, the Company was in compliance with these
covenants and believes that it will continue to be in compliance through at
least the next twelve months.

    The Company is obligated under various promissory notes related to the
financing of acquisitions that have various rates of interest, ranging from
3.75% to 10.0% per annum, and maturities through 2010. The outstanding balance
of these notes as of December 31, 2003 was $3.8 million. Some of these notes are
secured by assets related to the applicable acquisition, some are unsecured and
some are backed by bank letters of credit issued under the Company's credit
facility.

    The Company enters into contractual agreements in the ordinary course of
business to hedge its exposure to interest rate risks. Counterparties to these
agreements are major financial institutions. Management believes the risk of
incurring losses related to credit risk is remote and any losses would be
immaterial.

    Interest rate swap agreements are used to reduce interest rate risks and
costs inherent in the Company's debt portfolio. The Company enters into these
agreements to change the variable/ fixed interest rate mix of the debt portfolio
in order to maintain the percentage of fixed and variable debt within certain
parameters set by management. Accordingly, the Company enters into agreements to
effectively convert variable-rate debt to fixed-rate debt. As of December 31,
2003, the Company had $55.0 million in notional amounts outstanding under
interest rate swap agreements. These swaps have an average pay rate of 6.1%
versus a receive rate of 1.2%.


                                     - 17 -
<PAGE>

    The Company entered into a put/call option agreement in May 1998 with an
independent distributor for the purchase of its business. The put option became
exercisable in May 2002 and ends in May 2005. The call option becomes
exercisable upon expiration of the put option and ends in May 2008. The total
purchase price of this acquisition is currently estimated to be $10 million
based upon the purchase price calculation stipulated in the agreement, which
includes $1 million previously paid for this option. Management believes that
the carrying value of the option is not impaired, based upon its estimate of the
market value of such independent distributor. The Company could incur a loss
when the put option is exercised if the market value of the option at inception
is greater than the market value of the option at the date of purchase.
Management believes that a material loss is unlikely to occur based upon the
historical performance of the independent distributor. In addition, the Company
believes that if and when the option is exercised, it will have adequate capital
resources available to fund this acquisition and that it will continue to be in
compliance with its debt covenant requirements.

    The Company leases buildings and equipment and rents cylinders from related
parties, including the sole shareholder prior to the Company's initial public
offering and corporations owned by such sole shareholder and officers of the
Company. These lease agreements have various maturity dates through April 2013.
For the six months ended December 31, 2003 and 2002, the Company incurred
expenses under these leases of $1,129,400 and $1,190,977, respectively. There
have been no changes to these lease agreements since June 30, 2003.

    The Company believes that cash generated from operations, borrowing
availability under its credit facility and the ability to obtain financing with
sellers of businesses will be sufficient to satisfy the Company's requirements
for operating funds, capital expenditures and future acquisitions for at least
the next twelve months. The Company has no plans at this time to issue
additional shares of common stock.

CRITICAL ACCOUNTING POLICIES

    The Company's financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America.
Certain of these accounting principles are more critical than others in gaining
an understanding of the basis upon which the Company's financial statements have
been prepared. A comprehensive review of these policies is contained in the
Company's 2003 Annual Report on Form 10-K filed on September 29, 2003. There
have been no significant changes in these policies or the application thereof
during the first six months of 2004.

New Accounting Standards

    In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN 46"). A variable interest entity ("VIE") is
one where the contractual or ownership interests in an entity change with
changes in the entity's net asset value. This interpretation requires the
consolidation of a VIE by the primary beneficiary, and also requires disclosure
about VIEs where an enterprise has a significant variable interest but is not
the primary beneficiary. In December 2003, the FASB issued a partial deferral of
FIN 46. Under the recent deferral, FIN 46 is effective in the third quarter of
fiscal year 2004 for VIEs existing prior to February 1, 2003. The required
disclosure provisions of FIN 46 have been adopted in the current year. The
Company is currently analyzing FIN 46 and it's impact to the financial
statements with regard to the put/call agreement as well as related party lease
agreements discussed in Note 7.

    In April 2003, SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging" was issued. This statement amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities". This statement was effective for
the Company


                                     - 18 -
<PAGE>

after April 30, 2003 and did not have a material impact on the Company's
results of operations or financial condition.

    In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity". This
statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement was effective for the Company after May 31, 2003 and did not have a
material impact on the Company's results of operations or financial condition at
June 30, 2003. In November 2003, the FASB issued a deferral for an indefinite
period with the exception of the disclosure provisions.

Forward Looking Statements and Risk Factors

    This report includes statements that are forward-looking as that term is
defined by the Private Securities Litigation and Reform Act of 1995 or by the
Securities and Exchange Commission in its rules, regulations and releases,
including statements regarding the Company's ability to grow sales and earnings,
cost leverage its operations, reduce operating expenses, increase product
margins, identify attractive acquisition targets and to successfully acquire new
businesses and assimilate the operations of those businesses into its
operations, its ability to finance such acquisitions, its ability to meet its
covenant requirements under its credit facility and its anticipated capital
spending during fiscal year 2004. The Company intends that such forward-looking
statements be afforded the protections provided by the safe harbor created by
the Private Securities Litigation and Reform Act of 1995.

    All forward-looking statements are based upon current expectations regarding
important factors. Accordingly, actual results may differ materially from those
expressed in the forward-looking statements and the making of such statements
should not be regarded as a representation by the Company or any other person
that the results expressed will be achieved. Important risk factors that may
affect the Company's ability to achieve the results expressed in the
forward-looking statements include, but are not limited to, the risks discussed
in Exhibit 99.1 to the Company's 10-K for the fiscal year ended June 30, 2003
and the Company's ability to (i) accurately identify attractive acquisition
targets and make accurate predictions regarding the performance of those
businesses if integrated into the Company's operations, (ii) successfully
negotiate agreements for the acquisition of those businesses, (iii) integrate
the operations of the acquired businesses as anticipated, (iv) secure financing
necessary to make acquisitions, including maintaining and/or expanding its line
of credit, maintaining compliance with covenants, negotiating seller financing,
or securing other financing methods, (v) manage rapid growth, (vi) effectively
compete, (vii) attract and retain key personnel and (viii) maintain good
relationships with suppliers and locate alternative suppliers if needed. In
addition, the Company's ability to achieve the results expressed by the
forward-looking statements may be affected by litigation or other claims arising
out of accidents involving the Company's products, changes in the economy,
monetary or fiscal policies, changes in laws and regulations affecting the
Company's business, inflation and fluctuations in interest rates.


ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    The table below provides information about the Company's derivative
financial instruments and other financial instruments that are sensitive to
changes in interest rates, including interest rate swaps and debt obligations.
For debt obligations, the table presents principal cash flows and related
weighted average interest rates by expected maturity dates. For interest rate
swaps, the table presents notional amounts and weighted average interest rates
by expected (contractual) maturity dates. Notional amounts are used to calculate
the contractual payments to be exchanged under the contract. Weighted average
variable rates are based on the one month LIBOR rate in effect at the reporting
date. No assumptions have been made for future changes in the one month LIBOR
rate.


                                     - 19 -
<PAGE>

   No material change to the information set forth in the table below has
occurred since June 30, 2003. There was no significant change to the composition
of the Company's fixed and variable rate long-term debt or interest rate swaps
during the three months ended December 31, 2003. As of December 31, 2003, the
Company's average pay rate for these swaps was 6.1% compared to its average
receive rate of 1.2%.


<TABLE>
<CAPTION>
                                                    Expected Maturity Date
                                                 For periods ending June 30,
                            -------------------------------------------------------------------     -----------------------------
                                                                                                    There                 Fair
                               2004         2005          2006           2007          2008         After      Total      Value
                            ---------    ---------     ----------     ----------     ----------     -----     -------    -------
                                                                      (In Thousands)
<S>                         <C>          <C>           <C>           <C>             <C>            <C>       <C>        <C>
Liabilities
Long term debt
  Fixed rate                $   2,916    $   1,147     $      761     $      547     $      190      $ 228     $ 5,789    $ 5,360
  Average interest rate          3.79%        4.78%          6.31%          6.28%          4.65%      4.97%
  Variable rate             $   3,000    $  64,770            --             --             --         --      $67,770    $67,770
  Average interest rate          3.75%        3.75%           --             --             --         --

Interest rate swaps
  Variable to fixed         $  55,000    $  25,000            --             --             --         --                 $(5,129)
  Average pay rate               5.99%        5.58%           --             --             --         --
  Average receive rate           1.20%        1.20%           --             --             --         --

Commitments
  Operating leases          $3,205,511   $3,088,217    $2,758,983     $2,525,484     $2,394,443
</TABLE>


ITEM 4.       CONTROLS AND PROCEDURES

   (a) Evaluation of Disclosure Controls and Procedures

   Under the supervision and with the participation of our management, including
our Chief Executive Officer, William A. Indelicato, and our Chief Financial
Officer, Robert D. Scherich, we evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures were adequately designed to
ensure that information required to be disclosed by the Company in the reports
that it files or submits under the Securities Exchange Act of 1934, as amended,
is recorded, processed, summarized and reported within the time periods
specified in applicable rules and forms.

   (b) Changes in Internal Controls

   During the fiscal quarter covered by this report, there have not been any
significant changes in the Company's internal control over financial reporting
(as defined in Rule 13a-15(f) under Securities Exchange Act) that have
materially affected or are reasonably likely to materially affect, our internal
control over financial reporting.


                                     - 20 -
<PAGE>

                           PART II. OTHER INFORMATION


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On October 28, 2003, the Company held its Annual Meeting of Shareholders. At
the meeting, the shareholders elected directors Ben Exley, IV (with 9,214,108
affirmative votes, 68,473 votes withheld, zero abstentions and zero broker
non-votes), William A. Indelicato (with 8,365,466 affirmative votes, 917,115
votes withheld, zero abstentions and zero broker non-votes) and August Maier
(with 8,365,966 affirmative votes, 916,615 votes withheld, zero abstentions and
zero broker non-votes).

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:

          3.1  Articles of Amendment (1)

          3.2  Bylaws (1)

          4.1  Form of Certificate for Common Stock (1)

          10.1 Fourth Amendment to Second Amended and Restated Credit Agreement
               dated October 23, 2003 (2)


          31.1 Certification of the Chief Executive Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002


          31.2 Certification of the Chief Financial Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002


          32.1 Certification of the Chief Executive Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002


          32.2 Certification of the Chief Financial Officer pursuant to Section
               906 of the Sarbanes-Oxley Act of 2002

          (1)  Incorporated by reference to the Company's Registration Statement
               on Form S-1, Reg. No. 333-19973

          (2)  Incorporated by reference to the Company's Quarterly Report on
               Form 10-Q filed November 14, 2003



     (b)  Reports on Form 8-K

          The Company filed a Form 8-K on October 29, 2003 reporting under Item
          7 and Item 12 the Company's financial results for the quarter ended
          September 30, 2003.


          The Company filed a Form 8-K on February 4, 2004 reporting under Item
          7 and Item 12 the Company's financial results for the quarter ended
          December 31, 2003.


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                                   SIGNATURES



   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned duly
authorized officer, on its behalf and in the capacity indicated.



                                            VALLEY NATIONAL GASES INCORPORATED



February 13, 2004                           /s/ Robert D. Scherich
                                            --------------------------------
                                            Robert D. Scherich
                                            Chief Financial Officer




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