ROANOKE GAS CO
10-Q, 1996-08-14
NATURAL GAS DISTRIBUTION
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  Form 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934


                  For Quarter Ended            June 30, 1996
                  Commission File No.          0-367


                             ROANOKE GAS COMPANY
      _________________________________________________________________
           (Exact Name of Registrant as Specified in its Charter)

                  VIRGINIA                           54-0359895
      _________________________________________________________________
            (State or Other Jurisdiction of       (I.R.S. Employer
            Incorporation or Organization)        Identification
                                                  No.)

            519 Kimball Ave., N.E., Roanoke, VA            24016 
      _________________________________________________________________
           (Address of Principal Executive Offices)     (Zip Code)

                               (540) 983-3800
      ________________________________________________________________
            (Registrant's Telephone Number, Including Area Code)

                                    None
      ________________________________________________________________
            (Former Name, Former Address and Former Fiscal Year, if 
            Changed Since Last Report)


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
                                                   -----       -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report. 

                Class                      Outstanding at June 30, 1996
       __________________________         ______________________________
       Common Stock, $5 Par Value                1,465,159 Shares
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND SEPTEMBER 30, 1995
- -------------------------------------

UNAUDITED
- ---------
                                               June 30,       September 30,
                                                 1996             1995
                                               --------       -------------
ASSETS
- ------
<S>                                         <C>               <C>
UTILITY PLANT:
In service                                   $58,829,617       $56,834,174
Accumulated depreciation                      20,774,431        19,262,416
                                              ----------        ----------
In service, net                               38,055,186        37,571,758
Construction work-in-progress                  1,323,744           535,107
                                              ----------        ----------
Utility plant, net                            39,378,930        38,106,865
                                              ----------        ----------

NONUTILITY PROPERTY:
Propane                                        4,195,329         3,781,633
Accumulated depreciation                       1,996,778         1,742,342
                                              ----------        ----------
Nonutility property, net                       2,198,551         2,039,291
                                              ----------        ----------

CURRENT ASSETS:
Cash and cash equivalents                        581,118           502,895
Accounts receivable - (less allowance
  for doubtful accounts of $811,072 
  and $171,947, respectively)                  5,463,631         3,463,104
Inventories                                    4,981,693         5,347,994
Deferred income taxes                            791,034           967,732
Purchased gas adjustments                        536,433             -    
Other                                            350,541           181,190
                                              ----------        ----------
Total current assets                          12,704,450        10,462,915
                                              ----------        ----------

OTHER ASSETS                                     898,808         1,005,596
                                              ----------        ----------

TOTAL                                        $55,180,739       $51,614,667
                                              ==========        ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND SEPTEMBER 30, 1995
- --------------------------------------
UNAUDITED
- ---------
                                               June 30,       September 30,
                                                 1996             1995
                                               --------       -------------
<S>                                         <C>               <C>
LIABILITIES
- -----------

CAPITALIZATION:
Stockholders' equity
Common stock, $5 par value. 
  Authorized, 3,000,000 shares; 
  issued and outstanding 1,465,159
  and 1,432,512 shares, respectively         $ 7,325,795       $ 7,162,560
Capital in excess of par value                 4,530,392         4,149,584
Retained earnings                              8,109,836         6,243,028
                                              ----------        ----------
Total stockholders' equity                    19,966,023        17,555,172

Long-term debt, excluding current 
  maturities                                  10,943,102        17,504,047
                                              ----------        ----------
Total capitalization                          30,909,125        35,059,219
                                              ----------        ----------
CURRENT LIABILITIES:
Current maturities of long-term 
  debt                                         7,081,274         1,179,415
Borrowings under lines of credit               5,115,000         1,442,000
Dividends payable                                374,082           358,743
Accounts payable                               4,022,478         5,544,647
Accrued income taxes                           1,094,027           476,410
Customers' deposits                              380,047           314,647
Accrued expenses                               2,983,789         3,027,825
Refunds from suppliers - due 
  customers                                       57,831           682,851
Purchased gas adjustments                          -               236,999
                                              ----------        ----------
Total current liabilities                     21,108,528        13,263,537
                                              ----------        ----------
DEFERRED CREDITS AND OTHER LIABILITIES:
Deferred income taxes                          2,620,905         2,721,470
Deferred investment tax credits                  542,181           570,441
                                              ----------        ----------
Total deferred credits and other 
  liabilities                                  3,163,086         3,291,911
                                              ----------        ----------

TOTAL                                        $55,180,739       $51,614,667
                                              ==========        ==========
</TABLE>
See condensed notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THREE-MONTH AND NINE-MONTH PERIODS
ENDED JUNE 30, 1996 AND 1995
- ----------------------------------------------------------------------------------------

UNAUDITED                                         Three Months Ended         Nine Months Ended
- ---------                                              June 30,                  June 30,
                                                  ------------------         -----------------
                                                  1996          1995        1996         1995
                                                  ----          ----        ----         ----
<C>                                         <S>            <S>          <S>          <S>
OPERATING REVENUES:
Gas utilities                                $ 9,708,342    $8,446,759  $53,121,753  $38,156,835 
Propane operations                               726,689       548,445    4,932,427    3,903,722 
                                              ----------     ---------   ----------   ---------- 
Total operating revenues                      10,435,031     8,995,204   58,054,180   42,060,557 
                                              ----------     ---------   ----------   ---------- 

COST OF GAS:
Gas utilities                                  6,192,485     5,159,327   36,593,707   23,830,539 
Propane operations                               392,431       273,402    2,564,208    1,842,360 
                                              ----------     ---------   ----------   ---------- 
Total cost of gas                              6,584,916     5,432,729   39,157,915   25,672,899 
                                              ----------     ---------   ----------   ---------- 

OPERATING MARGIN                               3,850,115     3,562,475   18,896,265   16,387,658 
                                              ----------     ---------   ----------   ---------- 

OTHER OPERATING EXPENSES:
Gas Utilities:
  Other operations                             1,987,394     1,923,210    6,125,400    6,101,136 
  Maintenance                                    500,440       260,799    1,387,946      953,825 
  Taxes - general                                485,154       423,850    2,002,122    1,731,029 
  Taxes - income                                (153,375)      (88,154)   1,382,632      895,727 
  Depreciation and amortization                  585,885       529,183    1,755,309    1,582,635 
Propane operations (including taxes - 
  income of ($79,231), ($69,387), 
  $216,201 and $213,756 respectively)            406,281       319,942    1,926,270    1,615,613 
                                              ----------     ---------   ----------   ---------- 
Total other operating expenses                 3,811,779     3,368,830   14,579,679   12,879,965 
                                              ----------     ---------   ----------   ---------- 

OPERATING EARNINGS                                38,336       193,645    4,316,586    3,507,693 
                                              ----------     ---------   ----------   ---------- 
<PAGE>
OTHER INCOME AND DEDUCTIONS:
Gas utilities:
  Interest income                                     30        13,916          274       14,111 
  Merchandising and jobbing                       14,252        15,993       75,900      116,299 
  Other deductions                               (19,729)      (15,281)     (69,279)    (105,154)
  Taxes - income                                   1,816        (5,285)      (2,831)      (8,464)
Propane operations, net                           25,707        10,348       73,116       74,934 
                                              ----------     ---------   ----------   ---------- 
Total other income and deductions                 22,076        19,691       77,180       91,726 
                                              ----------     ---------   ----------   ---------- 

EARNINGS BEFORE INTEREST 
  CHARGES                                         60,412       213,336    4,393,766    3,599,419 
                                              ----------     ---------   ----------   ---------- 

INTEREST CHARGES:
Gas utilities:
  Long-term debt                                 401,799       424,817    1,227,581    1,256,261 
  Other interest                                  65,979        25,315      183,269      213,373 
Propane operations, net                              574         1,095        1,828       13,337 
                                              ----------     ---------   ----------   ---------- 
Total interest charges                           468,352       451,227    1,412,678    1,482,971 
                                              ----------     ---------   ----------   ---------- 

NET EARNINGS (LOSS)                            ($407,940)    ($237,891)  $2,981,088   $2,116,448 
                                              ==========     =========   ==========   ========== 

EARNINGS (LOSS) PER COMMON SHARE                  ($0.28)       ($0.17)       $2.06        $1.51 
                                              ==========     =========   ==========   ========== 

CASH DIVIDENDS PER SHARE                          $0.255        $0.250       $0.765       $0.750 
                                              ==========     =========   ==========   ========== 

</TABLE>
See condensed notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE-MONTH AND NINE-MONTH PERIODS
ENDED JUNE 30, 1996 AND 1995
- ------------------------------------------------------------------------------------------

UNAUDITED                                         Three Months Ended         Nine Months Ended
- ---------                                              June 30,                  June 30,
                                                  ------------------         -----------------
                                                  1996          1995        1996         1995
                                                  ----          ----        ----         ----
<C>                                         <S>            <S>          <S>          <S>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings (loss)                          ($407,940)    ($237,891)  $2,981,088   $2,116,448 
  Adjustments to reconcile net earnings 
    (loss) to net cash provided by 
    operating activities:
  Depreciation and amortization                  712,046       633,661    2,131,137    1,895,905 
  (Gain) loss from disposal of property             (954)        4,989         (366)       7,235 
  Changes in working capital, operating 
    assets and liabilities exclusive of
    changes shown separately                  (1,259,903)    2,646,645   (3,930,558)   5,510,369 
                                              ----------     ---------   ----------   ---------- 
   Net cash provided by (used in) 
    operating activities                        (956,751)    3,047,404    1,181,301    9,529,957 
                                              ----------     ---------   ----------   ---------- 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Construction expenditures                   (1,287,668)     (759,847)  (3,448,434)  (4,672,733)
  Other                                          (87,490)      (30,096)    (137,205)    (105,235)
  Proceeds from disposal of equipment             12,643         2,398       23,545       50,896 
                                              ----------     ---------   ----------   ---------- 
  Net cash used in investing activities       (1,362,515)     (787,545)  (3,562,094)  (4,727,072)
                                              ----------     ---------   ----------   ---------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt         -         1,000,000        -        2,700,000 
  Retirement of long-term debt                  (285,177)     (281,727)    (659,086)    (652,798)
  Net borrowings (payments) on line of credit
    agreements                                 2,793,000    (2,165,000)   3,673,000   (5,235,000)
  Cash dividends paid                           (371,478)     (353,082)  (1,098,942)  (1,047,300)
  Proceeds from issuance of stock                179,730       246,114      544,044      619,843 
  Capital stock expense                            -             -            -           (4,450)
                                              ----------     ---------   ----------   ---------- 
  Net cash provided by (used in) financing 
    activities                                 2,316,075    (1,553,695)   2,459,016   (3,619,705)
                                              ----------     ---------   ----------   ---------- 

NET INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                                (3,191)      706,164       78,223    1,183,180 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                            584,309       654,285      502,895      177,269 
                                              ----------     ---------   ----------   ---------- 

CASH AND CASH EQUIVALENTS AT END OF PERIOD      $581,118    $1,360,449     $581,118   $1,360,449 
                                              ==========     =========   ==========   ========== 
<PAGE>
SUPPLEMENTAL INFORMATION:
Interest paid                                   $621,452      $204,654   $1,186,553   $1,207,730 
Income taxes paid, net                            88,721       187,500     $950,732     $540,250 

NONCASH TRANSACTIONS:
A capital lease obligation was incurred 
  when the Company entered into an equipment 
  lease                                              -             -            -        $10,500 

</TABLE>
See condensed notes to condensed consolidated financial statements.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED
- ------------------------------------------------------------------------


1.   In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring accruals) necessary to present fairly Roanoke Gas Company's
consolidated financial position as of June 30, 1996 and September 30, 1995
and the results of operations and cash flows for the three and nine-month
periods ended June 30, 1996 and 1995.

     The condensed consolidated financial statements and condensed notes are
presented as permitted by Form 10-Q and do not contain certain information
included in the Company's annual consolidated financial statements and notes.

2.   Quarterly earnings are affected by the highly seasonal nature of the
business as variations in weather conditions generally result in greater
earnings during the winter months.

3.   Earnings per share is based on the weighted average number of shares
outstanding during each period (1,461,416 and 1,417,737 for the three-month
periods ended June 30, 1996 and 1995 and 1,450,589 and 1,401,779 for the
nine-month periods ended June 30, 1996 and 1995, respectively).

4.   Both Roanoke Gas Company and Bluefield Gas Company operated
manufactured gas plants (MGPs) as a source of fuel for lighting and heating
until the early 1950's.  The process involved heating coal in a low-oxygen
environment to produce a manufactured gas that could be distributed through
the Company's pipeline system to customers. A by-product of the process was
coal tar, and the potential exists for on-site tar waste contaminants at both
former plant sites.  The extent of contaminants at these sites, if any, is
unknown at this time, and the Company has not performed formal analysis at
the Roanoke Gas Company MGP site.  An analysis at the Bluefield Gas Company
site indicates some soil contamination.  The Company, with concurrence of
legal counsel, does not believe any events have occurred requiring regulatory
reporting.  Further, the Company has not received any notices of violation or
liabilities associated with environmental regulations related to the MGP
sites and is not aware of any off-site contamination or pollution as a result
of these prior operations.  Therefore, the Company has no plans for
subsurface remediation at either of the MGP sites.  Should the Company be
required to remediate either of the MGP sites, the Company will pursue all
prudent and reasonable means to recover any related costs, including
insurance claims and regulatory approval for rate case recognition of
expenses associated with any work required.  Based upon prior orders of the
State Corporation Commission of Virginia related to environmental matters at
other companies, the Company believes it will be able to recover prudently
incurred costs.  Additionally, a stipulated rate case agreement between the
Company and the West Virginia Public Service Commission recognizes the
Company's right to defer MGP clean-up costs, should any be incurred, and to
seek rate relief for such costs.  If the Company eventually incurs costs
associated with a required clean-up of either MGP site, the Company
anticipates recording a regulatory asset for such clean-up costs which are
anticipated to be recoverable in future rates.  Based on anticipated
regulatory actions and current practices, management believes that any costs
incurred related to the previously-mentioned environmental matters will not
have a material effect on the Company's consolidated financial position.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED
- ------------------------------------------------------------------------

5.   Roanoke Gas Company and Commonwealth Public Service Corporation, a
subsidiary of Bluefield Gas Company, currently hold the only franchises
and/or certificates of public convenience and necessity to distribute natural
gas in their respective Virginia service areas.  The franchises generally
extend for a period of twenty years and are renewable by the municipalities. 
Certificates of public convenience and necessity, which are issued by the
Virginia State Corporation Commission, are of perpetual duration, subject to
compliance with regulatory standards. The franchise for the City of Roanoke,
the Company's largest service area, expired on August 30, 1993.  On
August 23, 1993, the Board of Directors of the Company approved an agreement
with the City of Roanoke under which such franchise agreement was extended
for a term of 180 days from August 30, 1993, upon the same terms and
conditions, except that a provision of the existing franchise agreement
giving the City the option to purchase the property of the Company located
within the City was deleted.  The 180-day extension period expired
February 26, 1994.  The parties have reached a tentative agreement on a
20 year franchise term, subject to final approval by the City Council, which
provides for a modest increase in franchise fees.  The Company continues to
provide natural gas services to customers in the City of Roanoke.  The
Company believes that it ultimately will secure a new franchise agreement on
terms acceptable to the Company.  In addition, the franchise for the City of
Salem expired on July 22, 1994, and the franchise for the Town of Vinton
expired on December 10, 1994.  The Company and the City of Salem and the Town
of Vinton have reached a tentative agreement on a 20 year franchise term,
subject to final approval by the Councils of the City and Town, which
provides for a modest increase in franchise fees.  The Company continues to
provide natural gas services to customers in the City of Salem and the Town
of Vinton.  The Company also believes that it will ultimately secure new
franchise agreements with the City of Salem and the Town of Vinton on terms
acceptable to the Company.  Bluefield Gas Company holds the only franchise to
distribute natural gas in its West Virginia service area.  Its franchise
extends for a period of thirty years from August 23, 1979.

     Management anticipates that the Company will be able to renew all of
its franchises.  There can be no assurance, however, that a given
jurisdiction will not refuse to renew a franchise or will not in connection
with the renewal of a franchise, impose certain restrictions or conditions
that could adversely affect the Company's business operations or financial
condition.
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ---------------------------------------------


     Consolidated net earnings (loss) for the three-month and nine-month
periods ended June 30, 1996 were $(407,940) and $2,981,088 compared to
$(237,891) and $2,116,448 for the same periods last year.

     Operating margin increased $287,640, or 8.1 percent in the current
quarter from last year due to an increase in delivered gas volumes.  Total
MCF deliveries rose 7.8 percent, or 131,260 MCF.  Firm volumes increased by
154,715 while interruptible volumes declined 23,455 MCF.  The firm volume
increase derives from a greater customer base and 13 percent more heating
degree days during the quarter.  Propane operations contributed to the
increase in operating margin as propane margin rose $59,215, or 21.5 percent
on an increase of 190,333 gallons delivered or 30.5 percent over the same
quarter last year.

     Other operations expenses for the quarter increased slightly over last
year.  The increase is due to expenditure levels returning to a normal level
following the austerity plan to eliminate unessential expenses implemented
last year due to the warmer winter season.  The increase was mitigated by the
recording of $126,000 in early retirement costs in last year's quarterly
expenses.  Maintenance expense increased $239,641 due to certain planned
maintenance programs and a return to a normal maintenance schedule following
last year's reductions.  General taxes increased as a result of an increase
in revenue sensitive taxes associated with greater operating revenues from
greater billed volumes and higher gas costs.  Depreciation has increased as
capital plant has grown.  Propane operations expense increased due to higher
delivery costs associated with greater propane volumes delivered,
significantly higher tank setting costs attributable to greater customer
growth and additional advertising and sales expenses associated with
expanding the propane service territory.  Interest charges are up slightly
due to short-term borrowing activity required for replacing storage gas and
supporting capital investment. 

     For the nine-month period ended June 30, 1996, operating margins
increased $2,508,607, or 15.3 percent due to the 13.9 percent rise in total
natural gas volumes delivered and a 25.7 percent increase in propane gallons
delivered.  The volume increases were directly attributable to a 27 percent
increase in heating degree days over the same period last year.  Expenses for
the nine-month period ended June 30, 1996 in relation to the same period last
year are comparable to the results for the current quarter compared to last
year.

     Both Roanoke Gas Company and Bluefield Gas Company operated
manufactured gas plants (MGPs) as a source of fuel for lighting and heating
until the early 1950's.  The process involved heating coal in a low-oxygen
environment to produce a manufactured gas that could be distributed through
the Company's pipeline system to customers.  A by-product of the process was
coal tar, and the potential exists for on-site tar waste contaminants at both
former plant sites.  The extent of contaminants at these sites, if any, is
unknown at this time, and the Company has not performed formal analysis at
the Roanoke Gas Company MGP site.  An analysis at the Bluefield Gas Company
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ---------------------------------------------

site indicates some soil contamination.  The Company, with concurrence of
legal counsel, does not believe any events have occurred requiring regulatory
reporting.  Further, the Company has not received any notices of violation or
liabilities associated with environmental regulations related to the MGP
sites and is not aware of any off-site contamination or pollution as a result
of these prior operations.  Therefore, the Company has no plans for
subsurface remediation at either of the MGP sites.  Should the Company be
required to remediate either of the MGP sites, the Company will pursue all
prudent and reasonable means to recover any related costs, including
insurance claims and regulatory approval for rate case recognition of
expenses associated with any work required.  Based upon prior orders of the
State Corporation Commission of Virginia related to environmental matters at
other companies, the Company believes it will be able to recover prudently
incurred costs.  Additionally, a stipulated rate case agreement between the
Company and the West Virginia Public Service Commission recognizes the
Company's right to defer MGP clean-up costs, should any be incurred,  and to
seek rate relief for such costs.  If the Company eventually incurs costs
associated with a required clean-up of either MGP site, the Company
anticipates recording a regulatory asset for such clean-up costs which are
anticipated to be recoverable in future rates.  Based on anticipated
regulatory actions and current practices, management believes that any costs
incurred related to the previously-mentioned environmental matters will not
have a material effect on the Company's consolidated financial position.

     Roanoke Gas Company and Commonwealth Public Service Corporation, a
subsidiary of Bluefield Gas Company, currently hold the only franchises
and/or certificates of public convenience and necessity to distribute natural
gas in their respective Virginia service areas.  The franchises generally
extend for a period of twenty years and are renewable by the municipalities. 
Certificates of public convenience and necessity, which are issued by the
Virginia State Corporation Commission, are of perpetual duration, subject to
compliance with regulatory standards.  The franchise for the City of Roanoke,
the Company's largest service area, expired on August 30, 1993.  On
August 23, 1993, the Board of Directors of the Company approved an agreement
with the City of Roanoke under which such franchise agreement was extended
for a term of 180 days from August 30, 1993, upon the same terms and
conditions, except that a provision of the existing franchise agreement
giving the City the option to purchase the property of the Company located
within the City was deleted.  The 180-day extension period expired
February 26, 1994.  The parties have reached a tentative agreement on a 20
year franchise term, subject to final approval by City Council, which
provides for a modes increase in franchise fees.  The Company continues to
provide natural gas services to customers in the City of Roanoke.  The
Company believes that it ultimately will secure a new franchise agreement on
terms acceptable to the Company.  In addition, the franchise for the City of
Salem expired on July 22, 1994, and the franchise for the Town of Vinton
expired on December 10, 1994.  The Company and the City of Salem and the Town
of Vinton have reached a tentative agreement on a 20 year franchise term,
subject to final approval by the Councils of the City and Town, which
provides for a modest increase in franchise fees.  The Company continues to
provide natural gas services to customers in the City of Salem and the Town
<PAGE>
ROANOKE GAS COMPANY AND SUBSIDIARIES
- ------------------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ---------------------------------------------

of Vinton.  The Company also believes that it will ultimately secure new
franchise agreements with the City of Salem and the Town of Vinton on terms
acceptable to the Company.  Bluefield Gas Company holds the only franchise to
distribute natural gas in its West Virginia service area.  Its franchise
extends for a period of thirty years from August 23, 1979.

     Management anticipates that the Company will be able to renew all of
its franchises.  There can be no assurance, however, that a given
jurisdiction will not refuse to renew a franchise or will not in connection
with the renewal of a franchise, impose certain restrictions or conditions
that could adversely affect the Company's business operations or financial
condition.

     The three-month and nine-month periods' earnings presented herein
should not be considered as reflective of the Company's consolidated
financial results for the fiscal year ending September 30, 1996.  The total
revenues during the first nine months reflect higher billings due to the
weather sensitive nature of the gas business.  As warmer weather dominates
the remaining three months of the Company's fiscal year, a net operating loss
is normally expected for the final quarter which will reduce the Company's
net earnings for the fiscal year.
<PAGE>
                      PART II - OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits.
                --------
                Exhibit 27 - Financial Data Schedule

           (b)  Reports on Form 8-K.
                -------------------
                There was one Form 8-K filed for the three month period
                ended June 30, 1996.  The Form 8-K, dated April 9, 1996,
                updated the description of Company's common stock contained
                in its Form 10 dated April 26, 1965.
<PAGE>

                              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 thereunto duly authorized.


                                            ROANOKE GAS COMPANY



Date:  July 22, 1996                  By:   /s/Roger L. Baumgardner
                                            _______________________
                                            Roger L. Baumgardner
                                            Vice President/Secretary,
                                            Treasurer and Principal
                                            Accounting Officer
<PAGE>

<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROANOKE GAS
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT FOR THE QUARTER
ENDED JUNE 30, 1996, AS SET FORTH IN THE COMPANY'S QUARTERLY REPORT ON FORM
10-Q, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               JUN-30-1996
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                   39,378,930
<OTHER-PROPERTY-AND-INVEST>                  2,198,551
<TOTAL-CURRENT-ASSETS>                      12,704,450
<TOTAL-DEFERRED-CHARGES>                             0
<OTHER-ASSETS>                                 898,808
<TOTAL-ASSETS>                              55,180,739
<COMMON>                                     7,325,795
<CAPITAL-SURPLUS-PAID-IN>                    4,530,392
<RETAINED-EARNINGS>                          8,109,836
<TOTAL-COMMON-STOCKHOLDERS-EQ>              19,966,023
                                0
                                          0
<LONG-TERM-DEBT-NET>                        10,943,102
<SHORT-TERM-NOTES>                                   0
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                7,081,274
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>              17,190,340
<TOT-CAPITALIZATION-AND-LIAB>               55,180,739
<GROSS-OPERATING-REVENUE>                   58,054,180
<INCOME-TAX-EXPENSE>                         1,382,632
<OTHER-OPERATING-EXPENSES>                  52,354,962
<TOTAL-OPERATING-EXPENSES>                  53,737,594
<OPERATING-INCOME-LOSS>                      4,316,586
<OTHER-INCOME-NET>                              77,180
<INCOME-BEFORE-INTEREST-EXPEN>               4,393,766
<TOTAL-INTEREST-EXPENSE>                     1,412,678
<NET-INCOME>                                 2,981,088
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                2,981,088
<COMMON-STOCK-DIVIDENDS>                     1,114,281
<TOTAL-INTEREST-ON-BONDS>                    1,139,592
<CASH-FLOW-OPERATIONS>                       1,181,301
<EPS-PRIMARY>                                     2.06
<EPS-DILUTED>                                     2.06
        

</TABLE>


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