SECURITIES AND EXCHANGE COMMISSION 
                      WASHINGTON, D.C. 20549
 
                           FORM 10-K/A
        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                    THE SECURITIES ACT OF 1934
 
           For the fiscal year ended September 30, 1996
 
                   Commission File Number 0-234
 
                  Mobile Gas Service Corporation
      (Exact name of registrant as specified in its charter)
 
             Alabama                                    63-0142930 
---------------------------------                   ------------------ 
(State or other Jurisdiction of                       (I.R.S. Employer 
incorporation or organization)                      Identification No.)
 
   2828 Dauphin Street, Mobile, Alabama                         36606 
-----------------------------------------                     ---------- 
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code        (334) 476-2720 
                                                          --------------
 
   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
                                               Name of each exchange 
         Title of each class                    on which registered  
         -------------------                   --------------------- 
                   None
 
   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 

                     Common Stock ($2.50 par value) 
                     ------------------------------ 
                            (Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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.                                                       / /

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 
                                  -----     -----
The aggregate market value of Common Stock, Par Value $2.50 per share, held by
non-affiliates (based upon the average of the high and low prices as reported
by NASDAQ on November 30, 1996) was approximately $79,629,500. 

As of November 30, 1996, there were 3,225,499 shares of Common Stock, Par
Value $2.50 per share, outstanding. 

                   DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of
Stockholders on January 31, 1996 are incorporated by reference into Part III. 

                        PAGE 1 OF 30 PAGES
                     EXHIBIT INDEX ON PAGE 3

<PAGE>
     The Registrant files this Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended September 30, 1996 to amend Item 14 thereof to
replace certain previously-filed exhibits.


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 

     (a), (d) Financial Statements and Financial Statement Schedules 
     
          (1)  See "Mobile Gas Service Corporation and Subsidiaries Index
               to Financial Statements and Schedules" at page F-1, which
               follows Part IV hereof.* 

          (2)  See "Mobile Gas Service Corporation and Subsidiaries Index
               to Financial Statements and Schedules" at page F-1, which
               follows Part IV hereof.* 

          (3)  Exhibits - See Exhibit Index on pages E-1 through E-5. 

     (b) No reports on Form 8-K were filed during the last quarter of the
fiscal year ended September 30, 1996. 

     (c) Exhibits filed with this Amendment No. 1 are attached hereto. 

 
__________________________
*    Filed on December 24, 1996 as part of the Company's Annual Report on
     Form 10-K for the fiscal year-ended September 30, 1996.

<PAGE>
                           Signatures 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized. 

Dated: November 10, 1997

                                   Registrant

                                   MOBILE GAS SERVICE CORPORATION 

                                   By:    /s/ Charles P. Huffman 
                                   Charles P. Huffman, Vice 
                                   President, Chief Financial 
                                   Officer and Treasurer 
<PAGE>

                          EXHIBIT INDEX 

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

3(a)           Restated Articles of Incorporation (incorporated by
               reference to Exhibit 3(i)-C to Form 8-K Current Report
               dated January 26, 1996) 

3(b)           By-laws, adopted January 27, 1995 (incorporated
               by reference to Exhibit 3(b) to Form 8-K Current
               Report dated January 27, 1995) 

4(a)-1         Indenture of Mortgage and Deed of Trust of the Company
               dated as of December 1, 1941 (incorporated by
               reference to Exhibit B-a to Registration Statement No.
               2-4887) 

            Supplemental
             Indenture
            Dated as of             File Reference          Exhibit 
            -----------             --------------          -------
 
  4(a)-2     10/1/44    Reg. No. 2-5493                     7-6
  4(a)-3      7/1/52    Form 10-K for fiscal year ended     4(a)-3 
                        September 30, 1985 
  4(a)-4      6/1/54             "                          4(a)-4 
  4(a)-5      4/1/57             "                          4(a)-5 
  4(a)-6      7/1/61             "                          4(a)-6 
  4(a)-7      6/1/63             "                          4(a)-7 
  4(a)-8     10/1/64             "                          4(a)-8 
  4(a)-9      7/1/72             "                          4(a)-9 
  4(a)-10     8/1/75             "                          4(a)-10 
  4(a)-11     7/1/79             "                          4(a)-11 
  4(a)-12     7/1/82             "                          4(a)-12  
  4(a)-13     7/1/86    Form 10-K for fiscal year ended     4(a)-13  
                        September 30, 1986
  4(a)-14    10/1/88    Form 10-K for fiscal year ended     4(a)-14  
                        September 30, 1989
  4(a)-15    7/1/92     Form 10-K for fiscal year           4(a)-15 
                        ended September 30, 1992
  4(a)-16    7/1/93     Form 10-K for fiscal year           4(a)-16 
                        ended September 30, 1993
  4(a)-17   12/3/93     Form 10-K for fiscal year           4(a)-17 
                        ended September 30, 1993
 
4(b)      Southern Gas Transmission Company Indenture
          (incorporated by reference to Exhibit 4(b) to Form
          10-K for fiscal year ended September 30, 1992).

4(c)-1    Bay Gas Indenture dated as of October 1, 1992 (incorporated
          by reference to Exhibit 4(c) to Form 10-K for fiscal year
          ended September 30, 1992).

4(c)-2    First Supplemental Indenture dated as of October 1, 1994
          supplemental to Bay Gas Indenture (incorporated by reference
          to Exhibit 4(c)-2 to Form 10-K for fiscal year ended
          September 30, 1995).

4(d)      Promissory Note to the Utilities Board of the Town of
          Citronelle dated May 13, 1993 (incorporated by
          reference to Exhibit 4(d) to Form 10-K for fiscal year
          ended September 30, 1993).
            
10(d)-2   Settlement Agreement with Koch Gateway Pipeline Company
          dated September 21, 1993 (incorporated by reference to
          Exhibit 10(d)-2 to Form 10-K for fiscal year ended September
          30, 1993).

10(d)-3   No Notice Service Agreements between Koch Gateway Pipeline
          Company and Mobile Gas Service Corporation dated November 1,
          1993 (incorporated by reference to Form S-1, Registration 
          Statement No. 33-82498).

10(d)-4   Gas Supply Agreement between Mobile Gas Service Corporation
          and Koch Gas Services Company made as of the 1st day of
          April, 1994 (incorporated by reference to Form S-1,
          Registration Statement No. 33-82498).

10(e)-1   Gas Sale and Purchase Contract between Shell Gas Trading  
          Company as Seller and Mobile Gas Service Corporation as
          Buyer dated January 1, 1992 (incorporated by reference to
          Exhibit 10(e) to Form 10-K for year ended September 30,
          1992).

10(e)-2   Amendment dated December 1, 1993 to Gas Sale and Purchase
          Contract with Shell (incorporated by reference to Exhibit
          10(e)-2 to Form 10-K for fiscal year ended September 30,
          1993).

10(f)-1***Agreement for Sale and Purchase of Gas - Mobile Plant           07
          dated August 10, 1995 between Mobil Natural Gas Inc. and
          Mobile Gas Service (replaces Exhibit Exhibit 10(f) filed as
          exhibit to Form 10-K for fiscal year ended September 30,
          1995).

10(f)-2*  Letter dated June 26, 1996 with consent dated July 31, 1996
          to assignment of Agreement for Sale and Purchase of Gas -
          Mobile Plant to PanEnergy Trading and Market Services,
          L.L.C.

10(g)     Deferred Compensation Agreement with John S.  Davis
          dated January 26, 1996 (incorporated by reference to
          Exhibit 10(g) to Form 8-K Current Report dated
          February 7, 1996).

10(i)     Mobile Gas Service Corporation/Bay Gas Storage
          Company, Ltd. Gas Storage Agreement dated February 26,
          1992 (incorporated by reference to Exhibit 10(i) to
          Form 10-K for fiscal year ended September 30, 1992).

10(j)     Directors/Officers Indemnification Agreement
          (incorporated by reference to Exhibit 10(j) to Form
          10-K for fiscal year ended September 30, 1992).

10(k)-1** Amended and Restated Supplemental Deferred Compensation
          Agreement with Walter L.  Hovell, dated December 11, 1992
          (incorporated by reference to Exhibit 10(k) to Form 10-K for
          fiscal year ended September 30, 1992).

10(k)-2** Amendment to Amended and Restated Supplemental Deferred
          Compensation Agreement dated January 27, 1995 between the
          Company and Walter L. Hovell (incorporated by reference to
          Exhibit 10(k)-2 to Form 8-K Current Report dated January 27,
          1995).

10(l)-1   Bay Gas Agreement by and among Mobile Gas Service
          Corporation, MGS Storage Services, Inc., MGS Energy
          Services, Inc. and Olin Corporation, dated December 5, 1991
          (incorporated by reference to Exhibit 10(l) to Form 10-K for
          fiscal year ended September 30, 1992).

10(m)-1   Limited Partnership Agreement between MGS Storage Services,
          Inc., as General Partner, and MGS Energy Services, Inc., as
          Limited Partner (forming Bay Gas Storage Company, Ltd.),
          dated December 5, 1991 (incorporated by reference to Exhibit
          10(m) to Form 10-K for fiscal year ended September 30,
          1992).

10(m)-2   First Amendment to Limited Partnership Agreement dated as of
          April 6, 1992 and Second Amendment to Limited Partnership
          Agreement dated as of September 12, 1994 (incorporated by
          reference to Exhibit 10(m)-2 to Form 10-K for fiscal year
          ended September 30, 1994).

10(n)     Cavity Development and Storage Agreement between Olin
          Corporation and Bay Gas Storage Company, Ltd., dated
          January 14, 1992 (incorporated by reference to Exhibit
          10(n) to Form 10-K for fiscal year ended September 30,
          1992).

10(o)-1***Transportation Agreement between Mobile Gas Service             13
          Corporation and Tuscaloosa Steel Corporation dated as of May
          15, 1995 (replaces Exhibit 10(o) filed as exhibit to Form
          10-K for fiscal year ended September 30, 1995).

10(o)-2***Amendment dated August 23, 1996 to Transportation               28
          Agreement between Mobile Gas Service Corporation and
          Tuscaloosa Steel Corporation

10(p)     Note Guaranty Agreement between Mobile Gas Service
          Corporation and AmSouth Bank of Alabama, Trustee,
          dated as of January 1, 1992, relating to Indenture of
          Southern Gas Transmission Company (incorporated by
          reference to Exhibit 10(p) to Form 10-K for fiscal
          year ended September 30, 1992).

10(q)     Guaranty Agreement by Mobile Gas Service Corporation,
          dated as of October 1, 1992, relating to Indenture of
          Bay Gas Storage Company, Ltd.  (incorporated by
          reference to Exhibit 10(q) to Form 10-K for fiscal
          year ended September 30, 1992).

10(r)**   Mobile Gas Service Corporation 1992 Stock Option Plan
          incorporated by reference to Exhibit A to definitive proxy
          statement dated December 21, 1992).

10(s)**   Mobile Gas Service Corporation Incentive Compensation Plan
          incorporated by reference to Exhibit B to definitive proxy
          statement dated December 21, 1992).

10(t)     Agreement for Purchase and Sale of Assets by and
          between The Utilities Board of the Town of Citronelle
          and Mobile Gas Service Corporation dated January 28,
          1993 (incorporated by reference to Exhibit 10(t) to
          Form 10-K for fiscal year ended September 30, 1993).

10(u)-1   Revolving Credit Agreement dated July 17, 1995 by and among
          Mobile Gas Service Corporation as Borrower, AmSouth Bank of
          as Agent, and AmSouth Bank of Alabama, First Alabama Bank,
          Whitney Bank of Alabama, Bank of Mobile, SouthTrust Bank of
          Alabama, N.A., and Commonwealth National Bank as Lenders
          incorporated by reference to Exhibit 10(u) to Form 10-K for
          fiscal year ended September 30, 1995).

10(u)-2*  Amendment dated July 15, 1996 to Revolving Credit Agreement
          by and among Mobile Gas Service Corporation as Borrower,
          AmSouth Bank of Alabama as Agent, and AmSouth Bank of
          Alabama, First Alabama Bank, Whitney Bank of Alabama, Bank
          of Mobile, SouthTrust Bank of Alabama, N.A., and
          Commonwealth National Bank as Lenders.

10(x)**   Letter dated October 7, 1994 from Mobile Gas Service
          Corporation to John S. Davis confirming terms of employment
          (incorporated by reference to Exhibit A to Form 8-K current
          report filed November 2, 1994).

10(y)**   Consulting Agreement dated January 27, 1995 between the
          Company and Walter L. Hovell (incorporated by reference to
          Exhibit 10(y) to Form 8-K Current Report dated January 27,
          1995).

10(z)**   Mobile Gas Service Corporation Non-Employee Directors
          Deferred Fee Plan (incorporated by reference to Exhibit
          10(z) to Form 8-K Current Report dated January 27, 1995).

11*       Statement Re Computation of Per Share Earnings.

21*       Subsidiaries of Registrant and Partnerships in which
          Registrant Owns an Interest.

23*       Consent of Deloitte & Touche.

27*       Financial Data Schedule.
_________________________ 

*    Filed on December 24, 1996 as part of the Company's Annual Report on
     Form 10-K for the fiscal year-ended September 30, 1996.

**   Management contract or compensatory plan or arrangement.
            
***  Filed with this amendment.  Confidential portions of this exhibit
     have been omitted and filed separately with the Securities and
     Exchange Commission pursuant to a request for confidential
     treatment made in accordance with Rule 24b-2 promulgated under
     the Securities Exchange Act of 1934, as amended.