8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report:  July 1, 2009 (Date of earliest event reported)
Corning Natural Gas Corporation (Exact name of registrant as specified in its charter)
New York (State or other jurisdiction of incorporation)	000-00643 (Commission File Number)	16-0397420 (I.R.S. Employer Identification No.)

330 West William Street, Corning New York (Address of principal executive offices) 14830 (Zip Code)

(607) 936-3755

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On July 1, 2009, Corning Natural Gas Corporation (the “Company”) amended its Warrant Agreement (the “Amendment”) that governs the warrants to purchase shares of common stock of the Company issued in the Company’s August 2007 rights offering. Each original warrant entitles the holder to purchase 0.7 shares of Corning’s stock at a cash exercise price of $19.00 a share.  The Amendment reduces the exercise price of the warrants to $15.00 a share from July 6, 2009 to August 5, 2009.  After August 5, 2009, the exercise price will revert to $19.00 a share.  The Company’s board of directors elected to reduce the exercise price in order to increase the likelihood that the warrants will be exercised in the near term.  Capital raised by shareholders exercising warrants will be used to support the Company’s business plan.

The foregoing description of the Amendment is not complete and is qualified in its entirety by the full and complete terms of the Amendment, which is attached as Exhibit 10.1 to this report and is incorporated by reference herein.

The Company issued a press release on July 2, 2009 to announce the reduction of the exercise price of the warrants.  A copy of this press release is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

10.1 Amendment dated July 1, 2009 to the Corning Natural Gas Corporation Warrant Agreement

99.1  Press Release dated July 2, 2009

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Corning Natural Gas Corporation
	/s/ Michael I. German
	By Michael I. German, President and
Dated:  July 2, 2009	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment dated July 1, 2009 to the Corning Natural Gas Corporation Warrant Agreement
99.1	Press Release dated July 2, 2009

EX-10.1

Exhibit 10.1

Amendment to the

Corning Natural Gas Corporation

Warrant Agreement

This Amendment (this “Amendment”) dated as of July 1, 2009 between Corning Natural Gas Corporation, a New York corporation (the “Corporation”), and Registrar and Transfer Company, a New Jersey corporation, as warrant agent (the “Warrant Agent”), amends the Warrant Agreement dated as of July 13, 2007 between the Corporation and the Warrant Agent (the “Agreement”).

Background

Whereas, the Company and the Warrant Agent entered into the Agreement in connection with the sale of warrants to purchase shares of the Corporation’s common stock (the “Warrants”) in the Corporation’s rights offering of investment units consisting of shares of the Corporation’s common stock and Warrants in 2007;

Whereas, each Warrant initially entitled the Warrant holders to purchase 0.7 shares of common stock at a cash exercise price of $19.00 per share;

Whereas, from January 2, 2009 to June 30, 2009 the common stock traded within the range of $13.05 to $18.75 per share, substantially lower than the exercise price of the Warrants presently in effect;

Whereas, the Corporation has determined, after a review of recent and current market conditions and other factors, that it is in the best interest of the Corporation to reduce the Warrant exercise price temporarily to increase the likelihood that some Warrants will be exercised in the near term to raise capital to support the Corporation’s business plan; and

Whereas, the Corporation desires to amend the Agreement pursuant to Section 20 of the Agreement and has determined that the proposed amendment will not in any way adversely affect the interests of the Warrant holders.

Now, Therefore, the parties agree as follows:

1. Capitalized terms not defined in this Amendment have the meanings assigned to them in the Agreement.

2. From July 6, 2009 to August 5, 2009 the Exercise Price shall be $15.00 per share. After 5:00 p.m., New York City time, on August 5, 2009, the Exercise Price shall revert to $19.00 per share, subject to adjustment as provided for in the Agreement.

3. Except as specifically amended in Section 2 of this Amendment, the terms and conditions of the Agreement are unchanged and remain in full force and effect.

In Witness Whereof, the undersigned have caused this Amendment to be duly executed and delivered on the date listed above.

Corning Natural Gas Corporation

/s/ Michael I. German

By Michael I. German, President and

      Chief Executive Officer

Registrar and Transfer Company

/s/ William P. Tatler

By William P. Tatler, Vice President

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EX-99.1

Exhibit 99.1

NEWS RELEASE

CONTACT:	Jerry Sleve
	Vice President - Administration
Phone:	(607) 936-3758 ext. 223
Fax:	(607) 936-2844
Date:	June 30, 2009

FOR IMMEDIATE RELEASE

Corning Natural Gas Corporation Offers Re-pricing of Common Stock Warrants

Corning, N.Y. (Thursday, July 2, 2009) – Corning Natural Gas Corporation’s (“CNG”) Board of Directors has authorized a change in the price of the common stock Warrants that were issued as part of an August 2007 Rights Offering to shareholders.  CNG has filed an 8-K with the SEC outlining the change in the pricing of the Warrants and will mail material to warrant-holders relevant to the price change.  The change will be to lower the exercise price from $19.00 to $15.00 per share and will be effective for a thirty day period beginning on  July 6 and ending on August 5, 2009.  “The Directors have reviewed the trading range of the Company’s stock over many months and believe it is in the best interest of the Corporation to amend the Warrant’s pricing temporarily to increase the likelihood that the Warrants will be exercised as a means of raising capital for the Corporation,” said Jerry Sleve, Vice President of Administration for the Company.  Equity capital raised through the exercise of the warrants and issuing of common stock will be used for construction projects and to retire debt.

For questions regarding the exercising of the Warrants, please contact CNG’s stock transfer agent, Registrar and Transfer Company, at Investor Relations Department (800) 368-5948.

Corning Natural Gas Corporation continues a one-hundred five year history as a New York State public utility providing natural gas service in the Finger Lakes region to nearly 15,000 residential, industrial and commercial customers.  Learn more at www.corninggas.com

Safe Harbor Regarding Forward-Looking Statements

Some of the statements that we make in this press release, including statements about our confidence in the company’s prospects and strategies are forward-looking statements within the meaning of § 21E of the Securities Exchange Act. Some of these forward-looking statements can be identified by words like “believe,” “expect,” “will,” “should,” “intend,” “plan,” or similar terms; others can be determined by context. Statements contained in this release that are not historical facts are forward-looking statements. These statements are necessarily estimates reflecting our best judgment based upon current information, and involve a number of risks and uncertainties. Many factors could affect the accuracy of these forward-looking statements, causing our actual results to differ significantly from those anticipated in these statements. You should not place undue reliance on our forward-looking statements, which reflect our analysis only as of the date of this report. The risks and uncertainties listed above and in documents that we file with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q, and any current reports on Form 8-K, must be carefully considered by any investor or potential investor in Corning.