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) January 24, 2003      

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 5.  Other Events and Regulation FD Disclosure.

On January 24, 2003, Southwest Gas Corporation (the Company) announced that the Board of Directors had undertaken a review of the Company’s Amended and Restated Rights Agreement and determined to redeem the rights associated therewith. The redemption price of $0.01 per right will be payable in cash on March 3, 2003 to shareholders of record as of February 18, 2003. As a result of this redemption, the shareholders will no longer be able to exercise such rights and in the future, rights will no longer attach to issuances of the Company’s common stock.

A copy of the press release, dated January 24, 2003, is attached as Exhibit 99.

Item 7.  Financial Statements and Exhibits.

(c)   Exhibits

99   Press release dated January 24, 2003 regarding the redemption of stock rights.

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: January 24, 2003 SOUTHWEST GAS CORPORATION



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

EXHIBIT INDEX

Exhibit
   Number    Description

99 Press release dated January 24, 2003 regarding the redemption of stock rights.