DELTA NATURAL GAS CO INC
S-3DPOS, 1995-03-10
NATURAL GAS TRANSMISISON & DISTRIBUTION
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   As filed with the Securities and Exchange Commission on March 10, 1995.
                                         Registration No. 33-31457
____________________________________________________________________________
____________________________________________________________________________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                 __________
                                      
                            AMENDMENT NO. 1 
                               TO FORM S-3
                           Registration Statement
                                    Under
                         The Securities Act of 1933
                                 __________
                                      
                       DELTA NATURAL GAS COMPANY, INC.
           (Exact name of registrant as specified in its charter)
          Kentucky                           61-0458329
     (State of Incorporation)           (IRS Employer Identification No.)

              3617 Lexington Road, Winchester, Kentucky  40391
                               (606) 744-6171
        (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)
                                 __________
                                      
                              GLENN R. JENNINGS
                    President and Chief Executive Officer
                       Delta Natural Gas Company, Inc.
                             3617 Lexington Road
                         Winchester, Kentucky  40391
                               (606) 744-6171
          (Name, address, including zip code, and telephone number,
                 including area code, of Agent for Service)
                                 __________
                                      
                                  Copy to:
                       RUTHEFORD B CAMPBELL, JR., Esq.
                            Stoll, Keenon & Park
                             201 E. Main Street
                            Lexington, KY  40507
                               (606) 231-3000
                                 __________

     Approximate date of commencement of proposed sale to the public:
As  soon  as  practicable  after  the effective  date  of  this  Registration
Statement.
                                 __________
                                      
      If  the only securities being registered on this Form are being offered
pursuant  to  dividend  or  interest reinvestment  plans,  please  check  the
following box. _X_

     If any of the securities being registered on this Form are to be offered
on  a  delayed or continuous basis pursuant to Rule 415 under the  Securities
Act  of  1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. __

                       CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________

Title of Securities   Amount being Proposed  Proposed  Amount of
being Registered      Registered   maximum   maximum   registration
                                   offering  aggregate fee
                                   price per offering
                                   unit(1)   price(1)
_____________________________________________________________________________

Common Stock, $1 par value..200,000 shares $14.25 $2,850,000      $570.00
_____________________________________________________________________________


(1)Estimated  solely  for the purpose of calculating  the  registration  fee.
Calculated  pursuant to Rule 457(c) on the basis of the last  reported  sales
price of the Company's Common Stock as quoted on the National Association  of
Securities  Dealers Automated Quotation (NASDAQ) National  Market  System  on
October 5, 1989.





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