EMPIRE GAS CORP/NEW
8-A12B, 1994-10-13
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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  FORM 8-A


For Registration of Certain Classes of Securities Pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934 


                           Empire Gas Corporation
           (Exact name of registrant as specified in its charter)


          Missouri                                         43-1494323       
____________________________                         _______________________
(State or other jurisdiction               (IRS Employer Identification No.)
of Incorporation or Organization)


P.O. Box 303
1700 South Jefferson Street, Lebanon, Missouri                 65536        
________________________________________________      ______________________
    (Address of Principal Executive Offices)                (Zip Code)      

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

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

9% Subordinated Debentures due 2007                   Pacific Stock Exchange

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

                                    None

<PAGE> 2 of 2

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

                The description of the securities is incorporated by
reference to the Empire Incorporated and Exco Acquisition Corp. (Commission
File No. 2-83683) Registration Statement on Form S-14 filed with the
Commission on May 11, 1983).  Empire Gas Operating Corporation, the
successor of Empire Incorporated, was merged with and into the registrant
effective June 29, 1994.

Item 2.  Exhibits.

Exhibit
No.                                               Description
_______                                           ___________

1*              Annual Report on Form 8-K of the Registrant for the fiscal
                year ended June 30, 1994 (incorporated by reference to the
                filing with the Pacific Stock Exchange on September 29,
                1994)

4.1*            Articles of Incorporation of the Registrant

4.2*            Bylaws of the Registrant

4.3             Indenture between Empire Gas Corporation and J. Henry
                Schroder Bank & Trust Company, Trustee, relating to the 9%
                Subordinated Debentures due December 31, 2007 and Debenture
                relating thereto (incorporated herein by reference to
                Exhibit 4(a) to the Empire Incorporated and Exco Acquisition
                Corp. (Commission File No. 2-83683) Registration Statement
                on Form S-14 filed with the Commission on May 11, 1983); and
                First Supplemental Indenture thereto between Empire Gas
                Corporation and IBJ Schroder Bank & Trust Co., dated as of
                December 13, 1989 (incorporated herein by reference to
                Exhibit 4(c) to Empire Gas Corporation Registration
                Statement on Form 8-B filed with the Commission on February
                1, 1990)

*  Indicates exhibits required to be filed with the Pacific Stock Exchange
but not required to be filed with the Securities and Exchange Commission
pursuant to Instruction II to Form 8-A.

                                  Signature

                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.

                                         Empire Gas Corporation


                                         By: /s/ Valeria Schall
                                             __________________
                                             Valeria Schall
                                             Vice President

Date:  October 12, 1994
 


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