UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

     

Form 8-K
CURRENT REPORT

      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 30, 2002      

SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)

     

California
(State or other jurisdiction of
incorporation or organization)


5241 Spring Mountain Road
Post Office Box 98510
Las Vegas, Nevada
(Address of principal executive offices)
1-7850
(Commission
File Number) 88-0085720
(I.R.S. Employer
Identification No.)


89193-8510
(Zip Code)

Registrant's telephone number, including area code: (702) 876-7237

Item 9. Regulation FD Disclosure

On October 30, 2002, Southwest Gas Corporation (the Company) released summary financial information to the general public, including the investment community, regarding the Company’s operating performance and financial position for the quarter, nine months, and twelve months ended September 30, 2002. The financial information released is included herein. The following information is summary in nature and should not be considered complete financial statements.

SOUTHWEST GAS CORPORATION
SUMMARY STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	NINE MONTHS ENDED SEPTEMBER 30,					TWELVE MONTHS ENDED SEPTEMBER 30,
	2002			2001		2002			2001
Gas operating revenues	$	834,817		$	862,482	$	1,165,437		$	1,158,051
Net cost of gas sold		449,345			508,282		618,610			639,157
Operating margin		385,472			354,200		546,827			518,894
Operations and maintenance expenses		196,259			187,727		261,558			248,396
Depreciation, amortization, and general taxes		111,462			102,591		146,149			134,040
Operating income		77,751			63,882		139,120			136,458
Net interest deductions		58,547			59,253		78,040			78,095
Preferred securities distribution		4,106			4,106		5,475			5,475
Pretax utility income		15,098			523		55,605			52,888
Utility income taxes		4,940			88		17,863			18,002
Net utility income		10,158			435		37,742			34,886
Merger litigation settlements, net		(9,000	)		--		(9,000	)		--
Other income (expense), net		1,396			2,287		3,716			(53	)
Contribution to net income - gas operations		2,554			2,722		32,458			34,833
Contribution to net income - construction services		3,596			3,459		4,667			3,870
Net income	$	6,150		$	6,181	$	37,125		$	38,703
Earnings per share - gas operations	$	0.08		$	0.08	$	0.99		$	1.09
Earnings per share - construction services		0.11			0.11		0.14			0.12
Basic earnings per share	$	0.19		$	0.19	$	1.13		$	1.21
Diluted earnings per share	$	0.19		$	0.19	$	1.12		$	1.20
Average outstanding common shares		32,862			32,019		32,752			31,920
Average shares outstanding (assuming dilution)		33,132			32,290		33,028			32,191

See Notes to Summary Financial Statements.

SOUTHWEST GAS CORPORATION
SUMMARY STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,					TWELVE MONTHS ENDED SEPTEMBER 30,
	2002			2001			2002			2001		2002			2001
Gas operating revenues	$	167,187		$	188,966		$	834,817		$	862,482	$	1,165,437		$	1,158,051
Net cost of gas sold		70,060			99,113			449,345			508,282		618,610			639,157
Operating margin		97,127			89,853			385,472			354,200		546,827			518,894
Operations and maintenance expenses		65,924			63,466			196,259			187,727		261,558			248,396
Depreciation, amortization, and general taxes		37,913			34,210			111,462			102,591		146,149			134,040
Operating income (loss)		(6,710	)		(7,823	)		77,751			63,882		139,120			136,458
Net interest deductions		19,379			19,725			58,547			59,253		78,040			78,095
Preferred securities distribution		1,368			1,368			4,106			4,106		5,475			5,475
Pretax utility income (loss)		(27,457	)		(28,916	)		15,098			523		55,605			52,888
Utility income taxes		(11,244	)		(11,128	)		4,940			88		17,863			18,002
Net utility income (loss)		(16,213	)		(17,788	)		10,158			435		37,742			34,886
Merger litigation settlements, net		--			--			(9,000	)		--		(9,000	)		--
Other income (expense), net		(1,890	)		(454	)		1,396			2,287		3,716			(53	)
Contribution to net income (loss) - gas operations		(18,103	)		(18,242	)		2,554			2,722		32,458			34,833
Contribution to net income - construction services		1,967			1,754			3,596			3,459		4,667			3,870
Net income (loss)	$	(16,136	)	$	(16,488	)	$	6,150		$	6,181	$	37,125		$	38,703
Earnings (loss) per share - gas operations	$	(0.55	)	$	(0.56	)	$	0.08		$	0.08	$	0.99		$	1.09
Earnings per share - construction services		0.06			0.05			0.11			0.11		0.14			0.12
Basic earnings (loss) per share	$	(0.49	)	$	(0.51	)	$	0.19		$	0.19	$	1.13		$	1.21
Diluted earnings (loss) per share	$	(0.49	)	$	(0.51	)	$	0.19		$	0.19	$	1.12		$	1.20
Average outstanding common shares		33,065			32,231			32,862			32,019		32,752			31,920
Average shares outstanding (assuming dilution)		--			--			33,132			32,290		33,028			32,191

The summary statements of income have been prepared by Southwest Gas Corporation (the Company) using the equity method of accounting for its construction services subsidiary. This presentation is not in accordance with generally accepted accounting principles (GAAP). However, it produces the same net income as the consolidated financial statements and, in management's opinion, is a fair representation of the operations and contributions to net income of the Company's operating segments.

SOUTHWEST GAS CORPORATION
SUMMARY BALANCE SHEET
AT SEPTEMBER 30, 2002
(In thousands)
(Unaudited)

ASSETS
UTILITY PLANT
Gas plant, net of accumulated depreciation	$	1,868,498
Construction work in progress		55,427
Net utility plant		1,923,925
OTHER PROPERTY AND INVESTMENTS
Investment in construction services subsidiary		37,812
Other		43,211
Total other property and investments		81,023
CURRENT AND ACCRUED ASSETS
Cash and cash equivalents		8,425
Receivables - less reserve of $1,235 for uncollectibles		53,102
Accrued utility revenue		29,072
Other		45,373
Total current and accrued assets		135,972
DEFERRED DEBITS
Unamortized debt expense		17,789
Other deferred debits		24,619
Total deferred debits		42,408
TOTAL ASSETS	$	2,183,328
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stockholders' equity
Common stock equity, $1 par, 33,162 shares outstanding	$	519,307
Retained earnings		42,480
Total common stockholders' equity		561,787	33.0	%
Preferred securities of Southwest Gas Capital I, 9.125%		60,000	3.5
Long-term debt including current maturities - NOTE 2		1,080,133	63.5
Total capitalization		1,701,920	100.0	%
CURRENT AND ACCRUED LIABILITIES
Accounts payable		45,248
Customer deposits		32,680
Taxes accrued (including income taxes)		8,076
Deferred purchased gas costs		28,528
Deferred taxes		2,581
Other		45,338
Total current and accrued liabilities		162,451
DEFERRED CREDITS
Deferred investment tax credits		14,018
Deferred income taxes		221,564
Other		83,375
Total deferred credits		318,957
TOTAL CAPITALIZATION AND LIABILITIES	$	2,183,328

See Notes to Summary Financial Statements.

SOUTHWEST GAS CORPORATION
SUMMARY STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2002
(In thousands)
(Unaudited)

CASH FLOWS FROM OPERATIONS:
Net income	$	6,150
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization		84,980
Change in receivables and payables		58,147
Change in gas cost related balancing items		112,029
Change in accrued taxes		2,917
Change in deferred taxes		(1,688	)
Allowance for funds used during construction		(2,115	)
Other		(15,994	)
Net cash provided by operating activities		244,426
CASH FLOWS FROM INVESTING ACTIVITIES:
Construction expenditures		(181,465	)
Other		19,175
Net cash used in investing activities		(162,290	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from stock issuances		14,774
Dividends paid		(20,200	)
Change in notes payable		(93,000	)
Retirement of long-term debt		(200,000	)
Long-term debt issuances, net		197,948
Net cash used in financing activities		(100,478	)
Change in cash and cash equivalents		(18,342	)
Cash at beginning of period		26,767
Cash at end of period	$	8,425
SUPPLEMENTAL INFORMATION:
Interest paid, net of amounts capitalized	$	57,663
Income taxes, net of refunds	$	161

See Notes to Summary Financial Statements.

SOUTHWEST GAS CORPORATION
NOTES TO SUMMARY FINANCIAL STATEMENTS
(In thousands)
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

        The summary financial statements have been prepared by Southwest Gas Corporation (the Company) using the equity method of
        accounting for its construction services subsidiary. This presentation is not in accordance with generally accepted accounting
        principles (GAAP), and certain information and footnote disclosures normally included in financial statements prepared in accordance
        with GAAP have been omitted. The summary financial statement presentation in this report produces the same net income as
        the consolidated financial statements and, in management's opinion, is a fair representation of the operations and contributions to
        net income of the Company's operating segments.

NOTE 2 - LONG-TERM DEBT:

Revolving credit facility, variable rate	$	100,000
Debentures:
7.5% due 2006		75,000
8% due 2026		75,000
Notes, 8.375%, due 2011		200,000
Notes, 7.625%, due 2012		200,000
Medium-term notes:
7.59% due 2017		25,000
7.75% due 2005		25,000
7.78% due 2022		25,000
7.92% due 2027		25,000
6.89% due 2007		17,500
6.76% due 2027		7,500
6.27% due 2008		25,000
Industrial development revenue bonds:
Variable-rate bonds, Series A, due 2028		50,000
7.3% 1992 Series A, due 2027		30,000
7.5% 1992 Series B, due 2032		100,000
6.5% 1993 Series A, due 2033		75,000
6.1% 1999 Series A, due 2038		12,410
5.55% 1999 Series D, due 2038		8,270
5.95% 1999 Series C, due 2038		14,320
Unamortized discount on long-term debt		(9,867	)
TOTAL LONG-TERM DEBT	$	1,080,133
ESTIMATED CURRENT MATURITIES	$	--

SOUTHWEST GAS CORPORATION
SELECTED STATISTICAL DATA
SEPTEMBER 30, 2002

FINANCIAL STATISTICS

Market value to book value per share at quarter end	131%
Twelve months to date return on equity -- total company	6.5%
-- gas segment	6.0%
Common stock dividend yield at quarter end	3.7%

GAS OPERATIONS SEGMENT

						Authorized
	Authorized		Authorized			Return on
	Rate Base		Rate of			Common
Rate Jurisdiction	(In thousands)		Return			Equity
Arizona (1)	$	541,104		9.38	%		11.25	%
Southern Nevada (1)		237,165		9.50			11.55
Northern Nevada (1)		63,986		9.67			11.55
Southern California		69,486		9.94			11.35
Northern California		28,849		10.02			11.35
Paiute Pipeline Company (1)		75,059		9.69			11.60

     (1) Estimated amounts based on rate case settlements.

SYSTEM THROUGHPUT BY CUSTOMER CLASS

	NINE MONTHS ENDED SEPTEMBER 30,			TWELVE MONTHS ENDED SEPTEMBER 30,
(In dekatherms)		2002	2001		2002	2001
Residential		45,667,595	45,738,064		58,923,809	62,692,076
Small commercial		21,149,996	21,236,405		27,910,064	28,948,473
Large commercial		9,805,353	7,205,514		13,358,149	8,710,658
Industrial / Other		17,934,551	22,498,756		23,813,018	28,444,099
Transportation		95,745,051	98,234,119		124,331,225	138,111,462
Total system throughput		190,302,546	194,912,858		248,336,265	266,906,768

HEATING DEGREE DAY COMPARISON

Actual	1,410	1,466	1,902	2,167
Ten-year average	1,402	1,391	1,977	1,975

SIGNATURES

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

Date: October 30, 2002 SOUTHWEST GAS CORPORATION



/s/ ROY R. CENTRELLA
Roy R. Centrella
Vice President/Controller/Chief Accounting Officer