
    As filed with the Securities and Exchange Commission on July 2, 1999
                                                  Registration No. 333-02455
===============================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                           POST EFFECTIVE AMENDMENT TO
                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933


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


                               RGC RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
                       (successor to Roanoke Gas Company)

                 Virginia                               54-1909697
      (State of other jurisdiction of    (I.R.S. Employer Identification No.)
      incorporation or organization)


                            519 Kimball Avenue, N.E.
                             Roanoke, Virginia 24016
                                 (540) 777-4427
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

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


                 AMENDED AND RESTATED KEY EMPLOYEE STOCK OPTION
                           PLAN OF RGC RESOURCES, INC.
                            (full title of the Plan)

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


                             JOHN B. WILLIAMSON, III
                    Presidentand Chief Executive Officer RGC
                                 RESOURCES, INC.
                            519 Kimball Avenue, N.E.
                             Roanoke, Virginia 24016
                                 (540) 777-4427
       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)


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






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                                    Copy to:

                             NICHOLAS C. CONTE, ESQ.
                             NICOLE C. DANIEL, ESQ.
                       WOODS, ROGERS & HAZLEGROVE, P.L.C.
                          First Union Tower, Suite 1400
                            10 South Jefferson Street
                             Roanoke, Virginia 24011
                                 (540) 983-7537

THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT
(NO. 333-02455) SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE WITH
RULE 464 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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                                EXPLANATORY NOTE

        Roanoke Gas Company ("Roanoke Gas") previously registered 50,000 shares
of common stock ("Roanoke Gas Common Stock") issuable pursuant to the Roanoke
Gas Company Key Employee Stock Option Plan (the "Plan"), and filing fees of
$315.00 were paid with respect to same, on the Registration Statement on Form
S-8 (No. 333-02455) of Roanoke Gas. RGC Resources, Inc. ("Registrant") is the
successor issuer to Roanoke Gas pursuant to the Amended and Restated Agreement
and Plan of Merger referenced as Exhibit 2 hereto (the "Merger Agreement") and,
pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the
"Act"), hereby expressly adopts Roanoke Gas' Registration Statement on Form S-8
(No. 333-02455) as Registrant's own registration statement for all purposes of
the Act and the Securities Exchange Act of 1934, as amended. The contents of
Registration Statement No. 333-02455 are incorporated herein by reference.
Pursuant to the Merger Agreement, (a) at 10:00 p.m. on July 1, 1999 each share
of Roanoke Gas Common Stock then outstanding was converted into one share of
common stock, $5.00 par value per share, of the Registrant ("Common Stock"),
(b) the Plan was amended to utilize Common Stock instead of Roanoke Gas common
stock, and (c) the Plan was assumed by the Registrant. Of such 50,000 shares of
Common Stock, no shares remained available for option grants as of July 1, 1999,
13,000 shares had been issued upon exercise of options, and 37,000 shares were
subject to options not yet exercised.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:

        (a)  Roanoke Gas Company's latest Annual Report on Form 10-K for the
fiscal year ended September 30, 1998.

        (b)  All other reports filed by Roanoke Gas and Registrant pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act of 134 ("Exchange
Act") since September 30, 1998.

        (c)  the description of the Registrant's $5.00 par value common stock
contained in its Registration Statement on Form S-4 dated January 28, 1999,
including any amendments filed for the purpose of updating such description.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates what all securities offered hereby have
been sold or which deregisters all securities offered



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<PAGE>



hereby then unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.

ITEM 4: DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5: INTEREST OF NAMED EXPERTS AND COUNSEL.

        Certain legal matters with respect to the Plan and in connection with
the issuance of Common Stock pursuant thereto have been passed upon for the
Registrant by Woods, Rogers & Hazlegrove, P.L.C. The Partners of the firm of
Woods, Rogers & Hazlegrove, P.L.C. and members of their immediate families
beneficially owned, as of July 1, 1999, in the aggregate, approximately 63,000
shares of common stock.

ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE
        COMPANY.

        Section 13.1-692.1 of the Code of Virginia, 1950, as amended, places a
limitation on the liability of officers and directors of a corporation in any
proceeding brought by or in the right of the corporation or brought by or on
behalf of shareholders of the corporation. The damages assessed against an
officer or director arising out of a single transaction, occurrence, or course
of conduct shall not exceed the greater of $100,000 or the amount of cash
compensation received by the officer or director from the corporation during the
12 months immediately preceding the act or omission for which liability was
imposed. The statute also authorizes the corporation, in its articles of
incorporation or, if approved by the shareholders, in its bylaws, to provide for
a different specific monetary limit on, or to eliminate entirely, liability. The
liability of an officer or director shall not be limited if the officer or
director engaged in willful misconduct or a knowing violation of the criminal
law or any federal or state securities law. The Company's Articles of
Incorporation contain a provision which eliminates, to the full extent that the
laws of the Commonwealth of Virginia permit, the liability of an officer or
director of the Company to the corporation or its shareholders for monetary
damages for any breach of duty as a director or officer.

        The Company's Articles of Incorporation also require the Company to
indemnify any director or officer who is or was a party to a proceeding,
including a proceeding by or in the right of the corporation, by reason of the
fact that he is or was such a director or officer or is or was serving at the
request of the Company as a director, officer, employee or agent of another
entity. Directors and officers of the Company are entitled to be indemnified
against all liabilities and expenses incurred by the director or officer in the
proceeding, except such liabilities and expenses as are incurred because of his
or her willful misconduct or knowing violation of the criminal law. Unless a
determination has been made that indemnification is not permissible, a director
or officer also is entitled to have the Company make advances and reimbursement
for



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expenses prior to final disposition of the proceeding upon receipt of a written
undertaking from the director or officer to repay the amounts advanced or
reimbursed if it is ultimately determined that he or she is not entitled to
indemnification. The Board of Directors of the Company also has the authority to
extend to employees, agents, and other persons serving at the request of the
Company the same indemnification rights held by directors and officers, subject
to all of the accompanying conditions and obligations.

        Virginia Code Section 13.1-700.1 permits a court, upon application of a
director or officer, to review the Company's determination as to a director's or
officer's request for advances, reimbursement or indemnification. If it
determines that the director or officer is entitled to such advances,
reimbursement or indemnification, the court may order the Company to make
advances and/or reimbursement for expenses or to provide indemnification, in
which case the court shall also order the Company to pay the officer's or
director's reasonable expenses incurred to obtain the order. With respect to a
proceeding by or in the right of the corporation, the court may order
indemnification to the extent of the officer's or director's reasonable expenses
if it determines that, considering all the relevant circumstances, the officer
or director is entitled to indemnification even though he or she was adjudged
liable, and may also order the Company to pay the officer's and director's
reasonable expenses incurred to obtain the order.

        The Company has the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another entity, against any liability asserted
against or incurred by such person, in any such capacity or arising from his or
her status as such, whether or not the Company would have the power to indemnify
such person against such liability under the Articles of Incorporation.

        The Company maintains a directors' and officers' legal liability
insurance policy in the amount of $2,000,000, issued by the Chubb Group
Insurance Companies. The policy provides coverage up to 100% of its face amount,
subject to certain deductible or retention amounts. In general, the policy
insures:

        o      the Company's directors and officers against losses by reason of
               their wrongful acts, and/or

        o      the Company against claims against the directors and officers by
               reasons of their wrongful acts for which the Company is required
               to indemnify or pay, all as such terms are defined in the policy
               and subject to the terms, conditions and exclusions contained
               therein.



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ITEM 7: EXEMPTION FROM REGISTRATION.

        Not applicable.

ITEM 8: EXHIBITS.

        The exhibits to the Registration Statement are listed in the
        Exhibit Index elsewhere herein.

ITEM 9: UNDERTAKINGS.

               (a)    The undersigned Registrant hereby undertakes:

                      (1) to file, during any period in which offers or sales
               are being made, a post-effective amendment to this Registration
               Statement: (i) to include any prospectus required by Section
               10(a)(3) of the Securities Act; (ii) to reflect in the prospectus
               any facts or events arising after the effective date of the
               Registration Statement (or the most recent post-effective
               amendment thereof) which, individually or in the aggregate,
               represent a fundamental change in the information set forth in
               the Registration Statement. Notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high end
               of the estimated maximum offering range may be reflected in the
               form of prospectus filed with the Commission pursuant to Rule
               424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement; (iii) to include
               any material information with respect to the plan of distribution
               not previously disclosed in the Registration Statement or
               material change to such information in the Registration
               Statement; provided, however, that paragraphs (a)(1)(i) and
               (a)(1)(ii) do not apply if the Registration Statement is on Form
               S-3, Form S-8 or Form F-3, and the information required to be
               included in the post-effective amendment to those paragraphs is
               contained in periodic reports filed by the Registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in this Registration Statement.

                      (2) That, for the purpose of determining any liability
               under the Securities Act, each such post-effective amendment
               shall be deemed to be a new Registration Statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.


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                      (3) to remove from registration by means of a
               post-effective amendment any of the securities being registered
               which remain unsold at the termination of the offering.

               (b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registrant Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

               (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling persons of the
Registrant in the successful defense of any action, suit or proceedings) is
asserted by such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction to question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                    EXHIBITS

Exhibit No.    Description
- -----------    -----------

2              Amended and Restated Agreement and Plan of Merger and
               Reorganization (incorporated by reference to Exhibit 2 to
               Form 8-K filed on July 2, 1999)

4(a)           Specimen copy of certificate for RGC Resources, Inc. common
               stock, $5.00 par value (incorporated herein by reference to
               Exhibit 4(a) of the Registration Statement on Form S-4 (No.
               333-67311)

4(b)           Article I of the Bylaws of RGC Resources, Inc.
               (incorporated herein by reference to Exhibit 3(b) of the
               Registration Statement on Form S-4 (No. 333-67311)

4(c)           Amended and Restated Key Employee Stock Option Plan of RGC
               Resources, Inc.


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5              Opinion of Woods, Rogers & Hazlegrove, P.L.C. with respect
               to legality of securities registered

23(a)          Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in
               Exhibit (5))

23(b)          Consent of Deloitte & Touche LLP

23(c)          Consent of KPMG LLP

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                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Roanoke,
Commonwealth of Virginia, on July 2, 1999.

                                            RGC RESOURCES, INC.


                                            By: s/John B. Williamson, III
                                                ---------------------------
                                                   John B. Williamson, III
                                                   President and Chief
                                                          Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, this
Post-effective Amendment to the Registration Statement has been signed by the
following persons in the capacities indicated as of July 2, 1999.

        Signature                                  Title

s/John B. Williamson, III                         President, Chief Executive
- -------------------------------                   Officer and Director (Chief
  (John B. Williamson, III)                       Executive Officer)


s/Roger L. Baumgardner                            Vice President, Secretary
- -------------------------------                   and Treasurer (Principal
  (Roger L. Baumgardner)                          Accounting Officer)


s/Lynn D. Avis                                     Director
- -------------------------------
  (Lynn D. Avis)


s/Abney S. Boxley, III                             Director
- -------------------------------
  (Abney S. Boxley, III)



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s/Frank T. Ellett                                  Director
- -------------------------------
  (Frank T. Ellett)


s/Frank A. Farmer, Jr.                             Director
- -------------------------------
  (Frank A. Farmer, Jr.)



s/Wilbur L. Hazlegrove                             Director
- -------------------------------
  (Wilbur L. Hazlegrove)


s/J. Allen Layman                                  Director
- -------------------------------
  (J. Allen Layman)


s/Thomas L. Robertson                              Director
- -------------------------------
  (Thomas L. Robertson)


s/S. Frank Smith                                   Director
- -------------------------------
  (S. Frank Smith)

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                                  EXHIBIT INDEX




Exhibit No.      Description
- -----------      -----------

2                Amended and Restated Agreement and Plan of Merger and
                 Reorganization (incorporated by reference to Exhibit 2 to
                 Form 8-K filed on July 2, 1999)

4(a)             Specimen copy of certificate for RGC Resources, Inc. common
                 stock, $5.00 par value (incorporated herein by reference to
                 Exhibit 4(a) of the Registration Statement on Form S-4
                 (No. 333-67311)

4(b)             Article I of the Bylaws of RGC Resources, Inc.
                 (incorporated herein by reference to Exhibit 3(b) of the
                 Registration Statement on Form S-4 (No. 333-67311)

4(c)             Amended and Restated Key Employee Stock Option Plan of RGC
                 Resources, Inc.

5                Opinion of Woods, Rogers & Hazlegrove, P.L.C. with respect
                 to legality of securities registered

23(a)            Consent of Woods, Rogers & Hazlegrove, P.L.C. (included in
                 Exhibit (5))

23(b)            Consent of Deloitte & Touche LLP

23(c)            Consent of KPMG LLP



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