VALLEY NATIONAL GASES INC
8-A12B, 1999-07-27
CHEMICALS & ALLIED PRODUCTS
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                                   FORM 8 - A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



- --------------------------------------------------------------------------------


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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


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



67 43rd Street, Wheeling, West Virginia                                   26003
- --------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)

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

     Title of each class                      Name of each exchange on which
     to be so registered                      each class is to be registered
     -------------------                      ------------------------------

  Common Stock, $.001 Par Value                  American Stock Exchange


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


                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)

<PAGE>



Item 1.  Description of Registrant's Securities
         to be Registered
         --------------------------------------

         Common Stock, $.001 Par Value
         -----------------------------

         The securities of Valley National Gases Incorporated (the "Company") to
be registered on the American  Stock  Exchange,  Inc. (the  "Exchange")  are the
Company's  Common Stock,  par value $.001 per share. A description of the Common
Stock,  contained  under  the  caption  "Description  of  Capital  Stock" in the
Prospectus included in Amendment No. 1 to the Company's  Registration  Statement
on Form S-1  dated  March  13,  1997  (the  "S-1  Registration  Statement"),  is
incorporated by reference herein.

Item 2.  Exhibits
         --------

         I.       The  following  Exhibits have  heretofore  been filed with the
                  Commission and are incorporated herein by reference.

                  a)       Specimen  certificate  representing  the Common Stock
                           (filed as an Exhibit to the Registrant's Registration
                           Statement  on Form 8-A, as filed with the  Securities
                           and Exchange Commission on March 27, 1997)

                  b)       Registrant's  Articles of Amendment (filed as Exhibit
                           3.1   to   the   S-1   Registration   Statement   and
                           incorporated herein by reference).

                  c)       Registrant's By-laws (filed as Exhibit 3.2 to the S-1
                           Registration  Statement  and  incorporated  herein by
                           reference).


         2. All exhibits  required by  Instruction II to Item 2 will be supplied
to the Exchange.


<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                           Valley National Gases Incorporated


                                           By:      /s/ Robert Scherich
                                              ----------------------------------
                                              Name:  Robert Scherich
                                              Title:  Chief Financial Officer

Date:  July 26, 1999



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