UNITED CITIES GAS CO
8-K, 1996-12-10
NATURAL GAS DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K


             Current Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



     Date of Report (Date of earliest event reported)      December 9, 1996
                                                      --------------------------

                           United Cities Gas Company
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Illinois & Virginia                    0-12841                    36-1801540
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  (State or other                  (Commission File            (I.R.S. Employer
  jurisdiction of                      Number)               Identification No.)
  incorporation)


5300 Maryland Way, Brentwood, Tennessee                               37027
- --------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)


   Registrant's telephone number, including area code      (615) 373-5310
                                                      --------------------------
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ITEM 5. OTHER EVENTS

         Pursuant to Instruction F to Form 8-K, the information contained in
the press release filed as Exhibit 99.1, hereto is hereby incorporated by
reference in answer to Item 5 of this Form 8-K.





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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 on its behalf by the
undersigned hereunto duly authorized.

                                       UNITED CITIES GAS COMPANY


Date:  December 10, 1996               By           /s/ James B. Ford
                                          --------------------------------------
                                                        James B. Ford
                                            Senior Vice President and Treasurer




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                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT                                                                                                 SEQUENTIALLY
NUMBER                                      DESCRIPTION OF EXHIBIT                                     NUMBERED PAGE
 <S>               <C>                                                                                 <C>
 99.1              Press release dated December 9, 1996 relating to rate increase granted in Georgia

 </TABLE>





                                      E-1

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                                 NEWS RELEASE



FOR RELEASE:                                            CONTACT:


IMMEDIATELY                                             LINDA A. KELLEY
                                                        615-373-0104, EXT. 224



                UNITED CITIES GRANTED RATE INCREASE IN GEORGIA


  BRENTWOOD, TENN.--December 9, 1996--United Cities Gas Co., (NASDAQ:UCIT), a
multistate distributor of natural and propane gas, announced today that the
Georgia Public Service Commission has granted the company a rate increase of
$3.2 million in annual revenues.

  An overall rate increase of approximately 6.6 percent went into effect 
December 2, for about 70,000 customers in Columbus and Gainesville, Georgia.  
The rate increase provides United Cities with a 10.1 percent return on a rate 
base and an 11.5 percent return on common equity.  The increase is the result 
of an application filed before the Commission in May.

  United Cities Gas Company distributes natural and propane gas to approximately
335,000 customers in ten states.  The company is also engaged in other
energy-related businesses.


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[UNITED CITIES                                     UNITED CITIES GAS COMPANY
GAS COMPANY LOGO]                                  5300 MARYLAND WAY
                                                   BRENTWOOD, TENNESSEE 37027
                                                   615-373-0104



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