Mail Stop 0308

      March 21, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Kenneth J. Robinson
Executive Vice President & Chief Financial Officer
Corning Natural Gas Corporation
330 W William Street
P.O. Box 58
Corning, New York 14830

	RE:	Form 10-KSB for the Fiscal Year Ended September 30, 2004
		Form 10-QSB for the Quarter Ended December 31, 2004
      File No. 0-643

Dear Mr. Robinson:

		We have reviewed your filings and have the following
comments which should be complied with in future filings.  We have
limited our review to your financial statements and related
disclosures and will make no further review of your documents.  If
you disagree with a comment, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-KSB for the Year Ended September 30, 2004

General

1. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, please
include
the additional disclosures and revisions in your future filings.

2. Please consider inserting page numbers in your filing.

3. Under Rule 12b-13 of the Exchange Act, reports must contain the
number and caption of all items required by the applicable form,
and
if an item is inapplicable, a statement to that effect shall be
made.
Please include the information required by Item 8B or include the
number and caption of the item and a statement that the item is
inapplicable.

4. We note that Item 13 and Item 14 are included in Part IV.
These
items should be included in Part III.  Please revise or advise.

Item 1 - Description of Business
(a)  Business Development
Subsequent Event

5. You have incorporated your financial statements and MD&A in to
your Form 10-KSB.  You state that a further discussion of the
subsequent event appears in the Letter to Shareholders section of
this report.  The Letter to Shareholders is included in your 2004
annual report to shareholders but is not incorporated by
reference.
Please revise.

Part IV
Item 13 - Exhibits and Reports on Form 8-K
(a) Exhibits

6. Please include Exhibit 31 and Exhibit 32 in the Index to
Exhibits.
See Item 601(a) of Regulation S-B.

7. Please specifically identify each exhibit incorporated by
reference and filed with the form.  For example, you should label
your 2004 annual report to shareholders as Exhibit 13 and include
a
heading that indicates the exhibit is your "2004 Annual Report to
Shareholders."

8. Please identify each management contract or compensation plan
or
arrangement in the exhibit index.


Item 14 - Principal Accountant Fees and Services

9. We note that the section of your Proxy Statement you
incorporated
by reference does not agree to the section in the Proxy Statement
that contains the information required by Item 9(e) of Schedule
14A.
Rule 12(b)-23(b) of the Exchange Act requires material
incorporated
by reference to be clearly identified.  Please revise.

Code of Ethics

10. We note you disclosed the existence of a code of ethics in
Item
14.  Please include the disclosure regarding your code of ethics,
required by Item 406 of Regulation S-B, under Item 9 of Form 10-
KSB.
If you intend to satisfy the disclosure requirement under Item 10
of
Form 8-K regarding an amendment to, or waiver from, a provision of
your code of ethics that applies to your principal executive
officer,
principal financial officer, principal accounting officer or
controller, or other persons performing similar functions by
posting
such information on your Internet website, disclose such
intention.
Refer to Item 406 of Regulation S-B.

Signatures

11. The report must be signed by your principal executive officer,
your principal financial officer, your controller or principal
accounting officer and at least a majority of the board of
directors
or persons performing similar functions.  Any person who occupies
more than one of the specified positions must indicate each
capacity
in which he or she signs the report.  Please file an amendment
containing the appropriate signatures and capacities in which the
persons are signing.  See General Instruction C to Form 10-KSB.

Section 302 Certification

12. The certifications required by Rule 13a-14(a) or Rule 15d-
14(a)
of the Exchange Act and filed as exhibits in accordance with Item
601(b)(31) of Regulation S-B may not be altered.  For instance,
the
certifications are required to state that the certifying officers
evaluated the effectiveness of your disclosure controls and
procedures and presented in the report their conclusions about the
effectiveness of the disclosure controls and procedures as of the
end
of the period covered by the report based on such evaluation.
Please
file an amendment containing the certifications of each certifying
officer exactly as set forth in Item 601(b)(31) of Regulation S-B.
Please also file an amendment to subsequently filed reports
containing certifications that do not conform to the requirements
of
Item 601(b)(31) of Regulation S-B or Regulation S-K, as
applicable.


2004 Annual Report to Shareholders
Management`s Discussion and Analysis of Financial Condition and
Results of Operations
General

13. Please revise to discuss your results of operations, financial
condition and changes in financial condition for each of the last
two
years.  The discussion should address the past and future results
of
operations and financial condition with particular emphasis on
your
prospects for the future.  The discussion should also address
those
key variable and other qualitative and quantitative factors which
are
necessary to an understanding and evaluation of your business
through
the eyes of management.  For example, you should:
* Include an overview that includes the most important matters on
which your executives focus in evaluating your financial condition
and operating performance and provide the context for the
discussion
and analysis of your financial statements;
* Include a discussion of the matters appearing in your letter to
shareholders rather than referring to the information discussed in
the letter;
* Explain and discuss the reasons for known trends, demands,
events,
commitments and uncertainties that have or are reasonably likely
to
have a material affect on your results of operations, financial
condition, liquidity and capital resources;
* Identify and discuss key performance indicators that you use to
manage the business that would be material to investors;
* Include a discussion and an analysis of the business reasons for
material changes in each of the line items in your statements of
income, balance sheets cash flows and quantify the incremental
impact
of each business reason on the overall change in the line items
when
there is more than one business reason for a change;
* Discuss the joint proposal and its impacts on your results of
operations, financial position and cash flows, including those
related to incentive revenues, deferral of expenses and retention
of
revenues generated from production of local gas wells connected to
your transmission system;
* Provide a discussion of changes in revenues and income for each
segment and describe in detail the impact of regulation and
changes
in product and service mix; and
* Discuss the significant elements of income or loss included in
other income and income from non-utility operations.
Please refer to Item 303(b)(1) of Regulation S-B and SEC Release
33-
8350.  Please explain to us how you intend to modify your
discussion
in the future and the extent to which you agree or disagree with
the
points enumerated above.  You should fully explain the basis for
non-
applicability of any of the above points.

Liquidity and Capital Resources

14. Please disclose your known cash requirements, such as
commitments
for capital expenditures.  To the extent necessary you believe you
may have to raise capital in the event you are unable to "convert
much" of your short term debt then you should indicate your
alternative plans in this regard. The Liquidity and Capital
Resources
discussion should be designed to provide a clear picture of your
ability to generate cash and to meet existing and known or
reasonably
likely future cash requirements.  In this regard, please consider
including one or more of the following:
* A discussion and analysis historical capital expenditures;
* An evaluation of the amounts and certainty of operating cash
flows
from your operations:
* The extent of dependence on cash flows from your unregulated
operations; and
* Any uncertainties regarding your ability to rearrange your debt
structure and access additional capital and financing prior to a
change in long term interest rates.

15. Please disclose the terms and any significant covenants of
your
lines of credit, the effects of noncompliance with such covenants
and
the existence of cross-default provisions contained in your debt
agreements.

Critical Accounting Policies

16. Please provide a more insightful, quantified analysis about
the
uncertainties associated with the methods, assumptions and
estimates
underlying your critical accounting measurements and provide
insight
into the quality and variability of information regarding
financial
condition and operating performance.  For example, you cite gas
balancing as a critical accounting policy yet it is not clear why
it
is a critical accounting policy and what the effect of a
significant
change in estimate would have on the financial statements.  In
addition, discuss to the extent material how accurate your
estimates
and assumptions for those critical accounting policies have been
in
the past and whether the estimates are reasonably likely to change
in
the future.  Tell us why you do not consider the assumptions and
estimates you use in accounting for your pension and other post-
retirement benefit plans as critical accounting estimates.  Please
refer to SEC Release No. 33-8350.

Financial Statements
Condensed Consolidated Statements of Income

17. Please tell us why your consolidated statements of income are
"condensed".  We may have further comment.

18. Please explain your basis for titling utility income after
interest expense as "utility operating income/loss".  In this
regard,
you may want to survey how other regulated entities are defining
utility operating income.  Please consider revising the caption of
this line item or advise.

19. Please tell us the items and their amounts included in other
income for each of the periods presented.

20. Please state separately revenues, operating expenses, non-
operating income and expenses, interest expense, interest income
and
income taxes included in income from non-utility operations for
each
of the periods presented on the face of the statement.  Such
detail
may be provided in the notes to the financial statements if
presentation on the face would be confusing to the reader.

21. Please present per-share amounts for income from continuing
operations and net income on the face of the income statement.
Please also disclose per-share amounts for discontinued operations
either on the face of the statement or in the notes to your
financial
statements.  Please refer to SFAS 128.  Please confirm to us that
you
retroactively adjusted your computations of basic and diluted
earnings per share for all periods presented to reflect stock
dividends.

Consolidated Balance Sheets

22. Please disclose your allowance for uncollectible accounts
receivable and accumulated amortization of debt issuance costs for
each year presented or that the amounts disclosed parenthetically
apply to each period.  If the latter is the case, please advise
why
the balances did not change from 2003 to 2004.

Consolidated Statements of Cash Flows

23. It appears you have netted cash receipts and disbursements
that
may not qualify for net reporting under paragraph 13 of SFAS 95.
For
example, we note that you reported realized gains and losses on
sale
of marketable securities for the years presented.  However, your
cash
flows from investing activities do not reflect proceeds from sale
of
marketable securities.   Please advise.  We also note that you
have
netted disposals of plant, property and equipment against capital
expenditures.  Please separately disclose proceeds from sales of
marketable securities, proceeds from disposal of plant, property
and
equipment, and any other investing or financing item you may have
netted, including, possibly, collections on notes receivable on a
gross basis unless clearly inconsequential.  Please supplementally
provide to us a summary of the effect of the items you have netted
in
reporting cash flows.  In doing so, please tell us where you
classified changes in income taxes recoverable through rates,
deferred pension and post retirement benefits, other liabilities
and
deferred compensation in the statements of cash flows.

24. Please tell us why the amounts of gain on sale from
discontinued
operations for the periods presented do not agree to the amounts
disclosed in Note (10).  A reconciliation of the amounts might be
useful to our understanding.


Consolidated Statements of Stockholders Equity

25. Please disclose the amount of income tax expense or benefit
allocated to the minimum pension liability adjustment for each
period
presented either on the face or in the notes to your financial
statements as required by paragraph 25 of SFAS 130.

Notes to Consolidated Financial Statements for the Years Ended
September 30, 2004 and 2003
General

26. Please disclose accumulated balances for each classification
of
accumulated other comprehensive income on the face of your balance
sheets, in your statements of stockholders equity or in the notes
to
your financial statements.  See paragraph 26 of SFAS 130.

27. Please disclose significant concentrations of credit risks
arising from your financial instruments as required by SFAS 107.

28. We note that you have not disclosed the potential impact that
recently issued accounting standards will have on your financial
position and results of operations when such standards are adopted
in
the future.  Please refer to SAB Topic 11:M.  Tell us whether you
evaluated the potential effects that recently issued accounting
standards will have on your financial position and results of
operations, the standards evaluated and the results of your
evaluation.  In doing so, please specifically address FASB
Interpretation No. 46 (revised), FASB Staff Position No. FAS 106-1
and FASB Staff Position No. FAS 106-2.  In future filings, please
disclose the potential impact that recently issued accounting
standards will have on your financial position and results of
operations when such standards are adopted in the future.  In
doing
so:
* Include a brief description of the new standard, the date that
adoption is required and the date you plan to adopt the standard,
if
earlier;
* A discussion of the methods of adoption allowed by the standard
and
the method you expect to utilize; and
* A discussion of the impact that adoption of the standard is
expected to have on your financial statements.
Please also include disclosure of pending accounting changes that
you
reasonably expect will have a material impact on future sales,
revenues or income from continuing operations in Management`s
Discussion and Analysis of Financial Condition and Results of
Operations.

29. Please disclose whether you act as a conduit or collection
agent
for excise and similar taxes and whether you are presenting the
collection and payments of the taxes on a gross or net basis.  If
you
are presenting the taxes on a gross basis, please disclose the
amounts of excise taxes included in each revenue and expense
caption.

Note (1)  Summary of Significant Accounting Policies
(c)  Depreciation

30. Please disclose depreciation expense for each period presented
as
required by paragraph 5 of APB 12.  You may do so in the
statements
of cash flows to the extent you separately state amortization
expense.

(e)  Marketable Securities

31. Please disclose the types of securities held at the end of
each
period.  If you hold both debt and equity securities, please
disclose
the aggregate fair value, total gains for securities with net
gains
in accumulated other comprehensive income and the total losses for
securities with net losses in accumulated other comprehensive
income
for each type of security as required by paragraph 19 of SFAS 115.
Please also disclose, if applicable, information about the
contractual maturities of debt securities as required by paragraph
20
of SFAS 115.  In addition, disclose your accounting policy for
determining the cost of securities sold and the amounts
reclassified
out of accumulated comprehensive income into earnings as required
by
paragraph 21.b. of SFAS 115.

32. Please disclose the information required by EITF 03-1 for all
investments in an unrealized loss position and for which you have
not
recognized other-than-temporary impairments, including:
* The aggregate amount of unrealized losses and the aggregate
related
fair value of investments with unrealized losses for investments
that
have been in a continuous unrealized loss position for less than
12
months and those that have been in a continuous unrealized loss
position for 12 months or longer for each period presented; and
* The information that you considered in reaching the conclusion
that
the impairments are not other than temporary.

33. Please disclose the amount of gains and losses reclassified
out
of accumulated other comprehensive income on the face of your
statements of stockholders equity or in the notes to your
financial
statements.  See paragraph 20 of SFAS 130 and paragraph 21.d. of
SFAS
115.

Note (2)  Information About Operating Segments

34. Please disclose total expenditures for property, plant and
equipment of each segment for each period presented to the extent
required by paragraph 28 of SFAS 131.  Please separately disclose
revenues from transportation services for each period presented as
required by paragraph 37 of SFAS 131.

35. Please revise to disclose total income tax expense or benefit
as
required by paragraph 27.h. of SFAS 131.

36. Please revise your presentation of segment information to
include
subtotals for non-utility and discontinued operations or provide
the
reconciliations required by paragraph 32 of SFAS 131.

37. It appears to us based upon your disclosures that Foodmart
Plaza
was significant to you.  Please provide us with your significance
test pursuant to Rule 1-02(w) of Regulation S-X.  Tell us whether
you
filed or intend to file Form 8-K to report the disposition and
provide the pro forma financial information required by Items 2.01
and 9.01(b) of the form.

Note (4)  Regulatory Assets

38. It appears that you netted regulatory liabilities against
regulatory assets included the deferred pension and other line
item
for 2004 based on your description of deferred pension and other
and
the amounts that comprise it.  If so, please revise to separately
disclose the amount of regulatory liabilities and describe their
nature.  Where material, please separately state each regulatory
liability and miscellaneous regulatory asset and their associated
balance for each period presented.  In this regard, please
supplementally provide to us an analysis of miscellaneous
regulatory
assets and regulatory liabilities included in the deferred pension
and other line item for the periods presented.

39. If any portion of your regulatory assets include amounts on
which
you do not earn a current return, disclose the nature and amount
of
each asset and its remaining recovery period.  We believe that the
best practices approach regarding regulatory assets is to
affirmatively indicate whether a particular regulatory asset is
earning a rate of return and the anticipated recovery period.  For
regulatory assets that are not currently being recovered, explain
supplementally why you believe they are probable of recovery in
the
future.  Please refer to paragraph 20 of SFAS 71.

40. Please explain to us the factors and circumstances that led to
the recovery or write-off of your regulatory asset related to net
deferred income taxes and tell us the line item in your income
statement that includes the charge.  If you recovered income taxes
on
a flow thru basis in 2004, please explain in detail.  If such
regulatory assets were offset against an income tax liability,
then
explain to us your basis for originally setting up the regulatory
asset and what occurred in 2004 that caused reversal.  We may have
further comment.

Note (5)  Long-Term Debt

41. Please disclose the fair value of debt instruments and the
methods and significant assumptions used to estimate their values
as
required by paragraph 10 of SFAS 107.


Note (7)  Income Taxes

42. Please disclose the amount of income tax expense or benefit
allocated to income from non-utility operations, discontinued
operations and other comprehensive income for each period
presented.
See paragraph 46 of SFAS 109.

43. Please provide to us a reconciliation of the change in net
deferred income tax liability to your provision for deferred
income
taxes for the periods presented.  In doing so, please summarize
the
differences between your deferred income tax provision and the
amount
of deferred income taxes disclosed as an adjustment in your
statements of cash flows for each period.

44. Other deferred income tax liabilities appears material.
Please
separately disclose the significant components and their amounts
included in other deferred tax liabilities for the periods
presented.

Note (8)  Pension and Other Post-Retirement Benefit Plans

45. Please disclose the information required by SFAS 132(R).  In
particular, disclose:
* the information about plan assets for each period presented;
* the accumulated benefit obligation for each period presented;
* the benefits, as of the date of your most recent balance sheet,
expected to be paid in each of the next five years and in the
aggregate for the five fiscal years thereafter;
* your estimate of contributions expected to be paid to the plans
during the next fiscal year;
* the amount included in other comprehensive income in each period
arising from the change in the additional minimum pension
liability
recognized on a gross of tax basis; and
* the measurement dates used to determine pension and other post
retirement benefit measurements.

46. Please provide to us a reconciliation of your accrued pension
and
post-retirement liabilities to the amounts reflected in your
balance
sheets for the periods presented.  In doing so, please reconcile
the
difference between the balances you report as the difference
between
net periodic pension expense and financial reporting/regulatory
expense to the amounts disclosed in Note 4.  Please explain to us
how
the amounts of pension and post-retirement assets and liabilities
recognized are reflected in your balance sheets for the periods
presented.

47. Please disclose how you calculate the market related value of
plan assets.


Note (9)  Commitments

48. We note that the prices of your short-term gas purchase
agreements are based on various indices.  Please tell us whether
you
have designated the contracts as normal purchases and documented
your
basis for those designations, the various indices that your prices
are based upon and why the indices are clearly and closely related
to
gas purchased under the terms of the agreements.  Tell us whether
the
terms of any of your capacity and gas purchase agreements contain
volumetric optionality features, or permit net settlement as
described in paragraphs 9(a) and 57(c)(1) of SFAS 133.  If so,
please
provide us with a description of the relevant terms.

49. Please disclose the amount of the fixed and determinable
portion
of your obligation for contracted capacity as of the date of your
latest balance sheet in the aggregate and for each of the five
succeeding fiscal years as required by paragraph 7 of SFAS 47.

Summary of Financial and Operating Statistics

50. Your placement of the above schedule suggests it is
encompassed
by the auditor`s report.  If this is not the case, then such
information should be removed from the financial statements.

51. We note that net utility operating income excludes interest
expense and that income from discontinued operations is included
in
non-utility earnings.  Please revise the classification of these
items to correspond to the classifications in your consolidated
statements of income.

52. We note that you disclosed as a footnote the stock dividend
paid
in fiscal year 2004.  To the extent you have paid stock dividends
in
any other quarter presented please indicate such or advise why
your
statement of shareholders equity indicates you have stock
dividends
in fiscal 2003 and 2004 while this table suggests one year has
been
omitted.

Report of Independent Registered Accounting Firm

53. You are required to file an audited balance sheet as of the
end
of the most recent fiscal year and audited statements of income,
cash
flows and changes in stockholders` equity for each of the two
fiscal
years preceding the date of such audited balance sheet.  See Item
310
of Regulation S-B.  You provided an additional balance sheet for
the
prior comparative year.  Please file an amendment in accordance
with
Rule 12b-15 of the Exchange Act to include the accountant`s report
that cover the financial statements for all periods presented and
meeting the requirements of Rule 2.02 of Regulation S-X.  In doing
so, please file currently dated and signed certifications required
by
Item 601(b)(31) and (32) of Regulation S-B as exhibits.

Form 10-QSB for the Quarter Ended December 31, 2004

General

54. A company is defined as a small business issuer for purposes
of
using Form SB-2, Form 10-KSB and Form 10-QSB when it meets the
criteria set forth in Item 10(a)(1) of Regulation S-B.  Once a
small
issuer exceeds the revenue limit in Item 10(a)(1)(i) of Regulation
S-
B for two consecutive years it is no longer considered to be a
small
business issuer.  The determination as to the reporting category
of a
reporting company is made at the end of its fiscal year and that
determination governs all reports relating to the next fiscal
year.
See Item 10(a)(2) of Regulation S-B.  We note that your
consolidated
revenues exceeded $25 million for the last two consecutive years.
Please tell us why you are eligible to use Form 10-QSB for the
period.  Alternatively, please file your quarterly report on Form
10-
Q.

Part I Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets

55. We note you have separately disclosed certain assets and
liabilities of discontinued operations.  Please tell us why assets
of
discontinued operations differ from the amounts reported in the
Segment Overview in Management`s Discussion and Analysis.  Please
also tell us whether you recognized a loss for any write-down of
the
assets of Tax Center to fair value less costs to sell and, if so,
the
amount of the loss recognized.

Notes to Consolidated Financial Statements

56. Please disclose the segment information required by paragraph
33
of SFAS 131.

Part II - Other Information
Item 6 - Exhibits

57. Please include all of the exhibits required by Item 601 of
Regulation S-B or Regulation S-K as applicable.

Signatures and Certifications

58. Please note that your Section 906 certification refers to the
incorrect period.  Please revise.

59. It appears that you included lines on the signature section of
Form 10-QSB and on the certifications for the typed signatures
required by Rule 12b-11(d) of the Exchange Act.  Please tell us
whether you intended to include the typed signatures or why they
are
not required.  If you intended to include the typed signatures,
please file an amendment to include the required signatures and
revised certifications or include the signatures and required
certifications in Form 10-Q filed in response to our comments.

*	*	*	*	*	*

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      If you have any questions regarding these comments, please
direct them to Bill Thompson, Staff Accountant, at (202) 942-1935
or,
in his absence, to the undersigned at (202) 942-1885.

							Sincerely,



								Jim Allegretto
								Senior Assistant Chief
Accountant

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March 21, 2005
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