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                       Filed pursuant to Rule 424(b)(2)
                          Registration No. 33-56983

PRICING SUPPLEMENT NO. 2
DATED:  DECEMBER 14, 1995
(TO PROSPECTUS SUPPLEMENT DATED NOVEMBER 22, 1995
AND PROSPECTUS DATED NOVEMBER 22, 1995)

                          UNITED CITIES GAS COMPANY

                         MEDIUM-TERM NOTES, SERIES A

                                    1995-2

                             ____________________


                                         
PRINCIPAL AMOUNT:                           INTEREST PAYMENT DATES:
     $10,000,000                                 June 15 and December 15, commencing
                                                 June 15, 1996      

ORIGINAL ISSUE DATE:                        ISSUE PRICE:
     December 19, 1995                           $10,000,000 (100%) 

MATURITY DATE:                              AGENTS' COMMISSION:
     December 19, 2010                           $60,000 (.6%)

INTEREST RATE (PER ANNUM):                  NET PROCEEDS TO COMPANY:
     6.27%                                       $9,940,000 (99.4%)

REDEMPTION PROVISIONS:




 [X]     The Offered Notes cannot be redeemed by the Company prior to maturity.
 [ ]     The Offered Notes may, at the option of the Company, be redeemed prior
         to maturity.

REPAYMENT BY THE COMPANY AT THE OPTION OF THE HOLDER:

         A holder of the Offered Notes shall have the option to require
repayment of the Offered Notes held by it in whole or in part (as provided
below), on December 19, 2002 (the "Redemption Date").  The repayment price for
any Offered Note will be equal to the sum of (i) 100% of the principal amount
of the Offered Note or the portion thereof tendered for repayment in the 
manner described below plus (ii) accrued interest to the date of repayment. 
For any Offered Note to be repaid, such Offered Note must be tendered to the
Trustee at its Corporate Trust Office (or such other address of which the
Company shall from time to time notify the holders), in the manner described
herein, not more than 60 nor less than 30 days prior to the date of repayment. 
This option may be exercised by a holder of Offered Notes for less than the
entire principal amount held by it, provided the principal amount which is to
be repaid to such holder is equal to $1,000 or an integral multiple of $1,000. 
Such election by a holder to tender Offered Notes for repayment will be
irrevocable.

         Book Entry Bonds.  So long as the Offered Notes are held under the
book-entry system referred to in the Prospectus Supplement under "SUPPLEMENTAL
DESCRIPTION OF THE OFFERED NOTES--Book-Entry Only System", DTC or its nominee,
Cede & Co., as registered





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holder of the Offered Notes, will be entitled to tender the Offered Notes on
December 19, 2002 for repayment and any such tenders will be effected by means
of DTC's Repayment Option Procedures.  During the period from and including
October 20, 2002 to and including November 19, 2002 or, if such November 19,
2002 is not a business day, the next succeeding business day, DTC will receive
instructions from its Participants (acting on behalf of owners of beneficial
interests in the Offered Notes) to tender the Offered Notes for repayment under
DTC's Repayment Option Procedures.  Such tenders for repayment will be made by
DTC by means of a book-entry credit of the Offered Notes to the account
of the Trustee, provided that DTC receives instructions from tendering
Participants by no later than Noon (Eastern Time).  Promptly after the
recording of any such book-entry credit, DTC will provide the Trustee an Agent
Put Daily Activity Report in accordance with its Repayment Option Procedures,
identifying the Offered Notes and the aggregate principal amount thereof as to
which such tenders for repayment have been made.  OWNERS OF BENEFICIAL
INTERESTS IN OFFERED NOTES WHO WISH TO EFFECTUATE THE TENDER AND REPAYMENT OF
SUCH OFFERED NOTES MUST INSTRUCT THEIR RESPECTIVE DTC PARTICIPANT OR
PARTICIPANTS A REASONABLE PERIOD OF TIME IN ADVANCE OF NOVEMBER 19, 2002 AND
PARTICIPANTS MUST NOTIFY THE TRUSTEE OF SUCH ELECTION BY 5:00 P.M., NEW YORK
CITY TIME, ON THE LAST DAY FOR GIVING SUCH NOTICE.

         Certificated Bonds.  If at any time the use of a book-entry system
through DTC (or any successor securities depository) is discontinued with
respect to the Offered Notes, tenders for repayment of such Offered Notes on
December 19, 2002 shall be made according to the following procedures.  The
Company must receive at the Corporate Trust Office of the Trustee during the
period from and including October 20, 2002 to and including November 19, 2002
or, if such November 19, 2002 is not a business day, the next succeeding
business day, (i) the Offered Note with a duly executed demand setting forth
the name of the registered holder of the Offered Note, the principal amount of
the Offered Note, the amount of the Offered Note to be repaid, and a statement
that the option to elect repayment is being exercised thereby, or (ii) a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc., or
a commercial bank or trust company in the United States of America, setting
forth the name of the registered holder of the Offered Note, the principal
amount of the Offered Note, the amount of the Offered Note to be repaid, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that the Offered Note to be repaid with the duly executed demand
described in clause (i) will be received by the Company at the Corporate Trust
Office of the Trustee not later than five business days after the date of such
telegram, telex, facsimile transmission or letter and such Offered Note and
form duly completed are received by the Company at the Corporate Trust Office
of the Trustee by such fifth business day.  Any such notice so received by the
Company at the Corporate Trust Office of the Trustee during the period from and
including October 20, 2002 to and including November 19, 2002 shall be
irrevocable.  All questions as to the validity, eligibility (including time of
receipt) and the acceptance of any Offered Note for repayment will be
determined by the Company, whose determination will be final and binding.





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TRUSTEE

         The previous Trustee, Bank of America Illinois, has transferred its
trust business to First Trust of Illinois, National Association, who has
succeeded as Trustee under the Indenture and whose principal place of business
is 400 N. Michigan Avenue, 2-South, Chicago, Illinois, ATTENTION:  CORPORATE
TRUST DEPT.

                              ____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, THE ACCOMPANYING
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                               SMITH BARNEY INC.





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