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

~~September~~October 34, 2013

(Date of earliest event reported)

Corning Natural Gas Corporation

(Exact name of registrant as specified in its charter)

New York		000-00643		16-0397420
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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

[ X] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ X] 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 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))~~

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

Item 18.01 ~~Entry~~ Other ~~into a Material Definitive Agreement~~Events.

OnIn ~~September~~connection 3with its Special Meeting of Shareholders to be held on November 6, 2013, ~~Corning~~at ~~Natural~~12:30 ~~Gas~~p.m. ~~Corporation~~ (the "~~Company~~Special Meeting") ~~refinanced~~at ~~approximately~~its $7headquarters at 330 W.8 ~~million~~William ofStreet, ~~its~~Corning, ~~existing~~New ~~indebtedness~~York, ~~with~~Corning ~~M&T~~Natural ~~Bank~~Gas Corporation ("~~M&T~~Corning Gas") ~~and~~is ~~obtained~~today ~~$4.0~~sending ~~million~~to inits ~~new~~shareholders ~~financing~~of ~~from~~record ~~M&T.~~as ~~The~~of ~~Company~~September ~~entered~~24, ~~into~~2013, ~~the~~a ~~following~~proxy ~~two~~statement/prospectus ~~notes~~(incorporated inby ~~favor~~reference ofas ~~M&T,~~an ~~which~~exhibit ~~are~~to inthis ~~replacement~~report) ofseeking ~~and~~approval inof ~~substitution~~the ~~for~~creation (of a) holding company structure by a $6share-for-share ~~million~~exchange. ~~loan~~If ~~agreement~~approved ~~and~~by ~~note~~holders ~~with~~of ~~M&T,~~at ~~dated~~least astwo-thirds of ~~March~~the 4,outstanding ~~2010,~~shares ~~that~~of ~~had~~common anstock ~~interest~~of ~~rate~~Corning toGas ~~6.5%,~~at ~~and~~the ~~(b)~~Special aMeeting ~~note~~or any adjournment thereof, ~~dated~~the asholding ofcompany ~~October~~restructuring ~~27,~~will ~~2010,~~be ~~executed~~accomplished by the ~~Company~~exchange inof ~~favor~~one share of ~~M&T~~Corning inNatural ~~the~~Gas ~~original~~Holding ~~principal~~Corporation ~~amount~~("Holding Company") for each outstanding share of ~~approximately~~Corning ~~$1.8~~Gas ~~million~~and ~~that~~appropriate ~~had~~adjustment anof ~~interest~~all ~~rate~~outstanding stock options issued to employees of 5Corning Gas.~~76%:~~

AImportant ~~Replacement~~Information ~~Multiple~~for ~~Disbursement~~Shareholders ~~Term Note, dated September 3, 2013, in the original principal amount~~ of ~~$4.8~~Corning million. Until October 31, 2013, the note is payable as interest only at an interest rate equal to 3.25% above one-month LIBOR, adjusted daily. On October 31, 2013, the note will convert to a permanent loan payable over five years in monthly installments of principal and interest calculated on a five-year amortization schedule. The interest rate on this note during the permanent loan period will be a variable interest rate equal to 2.75% plus the sum of (a) the yield on United States Treasury Obligations adjusted to a constant maturity of five years and (b) the "ask" side of the five year swap spread as published by Bloomberg, L.P. or another service commonly used by M&T, each as in effect on October 29, 2013. Unless sooner demanded or accelerated under the terms of the note, the loan will mature on November3, 2018, at which time all outstanding principal and any unpaid interest owed under the note will become due. Gas

AThe ~~Replacement~~information ~~Term~~contained ~~Note~~in this Current Report on Form 8-K is for informational purposes only and is not an offer to purchase, ~~dated~~nor ~~September~~a 3solicitation of an offer to sell, ~~2013~~subscribe for or buy any securities, innor the ~~original~~solicitation ~~principal~~of ~~amount~~any vote in any jurisdiction, nor shall there be any sale of ~~$3.0~~securities ~~million~~in ~~that~~any ~~bears~~jurisdiction ~~interest~~in atwhich asuch ~~fixed~~offer, ~~rate~~solicitation or sale would be unlawful prior to registration or qualification under the securities laws of 4such jurisdiction.~~51%.~~ ~~The~~Holding ~~note~~Company ishas ~~payable~~filed ~~over~~with ~~five~~the ~~years~~Securities inand ~~equal~~Exchange ~~monthly~~Commission ~~installments~~("SEC") a registration statement on Form S-4 containing a joint proxy statement/prospectus of ~~principal~~Corning Gas and ~~interest~~Holding Company. The proxy statement/prospectus is being mailed to shareholders of ~~$56,028~~Corning Gas.~~42.~~ ~~Unless~~Shareholders ~~sooner~~of ~~demanded~~Corning orGas ~~accelerated~~are ~~under~~urged to read the ~~terms~~joint ofproxy ~~the~~statement/prospectus ~~note,~~carefully ~~the~~and ~~loan~~in ~~will~~their ~~mature~~entirety onbecause ~~September~~they 3,contain ~~2018,~~important atinformation ~~which~~about ~~time~~the ~~all~~proposed ~~outstanding~~reorganization ~~principal~~of ~~and~~Corning ~~any~~Gas ~~unpaid~~to ~~interest~~a ~~owed~~holding ~~under~~company structure, the ~~note~~share ~~will~~for ~~become~~share ~~due~~exchange, and the Holding Company, among other things.

~~Also~~The onProxy ~~September 3~~Statement/Prospectus, ~~2013, the Company entered into a Multiple Disbursement Term Note with M&T Bank,~~ dated asOctober ~~of September 3~~4, 2013, infor the ~~original~~Special ~~principal~~Meeting ~~amount~~and ~~of $4.0 million,~~ the ~~proceeds~~proposed ofissuance ~~which~~by ~~will~~Holding beCompany ~~used~~of toits ~~fund~~common ~~construction~~stock ~~projects~~for ~~related~~outstanding toshares ~~furnishing~~of ~~natural~~Corning ~~gas within the Company~~Gas's ~~service~~common ~~area.~~stock ~~Until~~in ~~November~~connection ~~30,~~with ~~2013,~~ the ~~note~~formation isof ~~payable~~the asholding ~~interest~~company ~~only~~structure at(the an"Proxy ~~interest~~Statement/Prospectus") ~~rate~~was ~~equal~~filed towith the ~~rate~~Securities inand ~~effect~~Exchange ~~each~~Commission ~~day~~("SEC") ason ~~announced~~October by4, ~~M&T~~2013 ~~Bank~~by asHolding ~~its prime rate of interest~~Company. OnThe ~~November~~Proxy 30Statement/Prospectus, ~~2013,~~including the ~~note~~exhibits ~~will~~thereto, ~~convert~~is toavailable afree ~~permanent loan payable over five years in equal monthly installments~~ of ~~principal~~charge ~~and~~at ~~interest and calculated on a ten-year amortization schedule. The interest rate on this note during~~ the ~~permanent~~SEC's ~~loan~~web ~~period~~site ~~will~~at ~~be a variable interest rate equal to 2~~www.~~75%~~sec.gov, ~~plus the sum of (a) the yield on United States Treasury Obligations adjusted to a constant maturity of five years~~ and ~~(b)~~from ~~the~~Corning ~~"ask"~~Gas ~~side~~by ofcontacting ~~the~~Corporate ~~five~~Secretary ~~year~~by ~~swap~~mail ~~spread~~at asCorning ~~published~~Natural byGas ~~Bloomberg~~Corporation, ~~L.P.~~330 orWest ~~another~~William ~~service~~Street, ~~commonly used by M&T~~Corning, ~~each~~New asYork ~~in effect on November 28~~14830, ~~2013.~~by ~~Unless~~telephone ~~sooner~~at ~~demanded~~(607) 936-3755 or ~~accelerated~~by ~~under~~going ~~the~~to ~~terms~~Corning ofGas's ~~the~~Investor ~~note,~~Relations ~~the~~page ~~loan will mature~~ on ~~December~~its 3,corporate ~~2018,~~web site at ~~which time all outstanding principal and any unpaid interest owed under the note will become due~~www.corninggas.com.

~~Any~~Corning ~~amounts~~Gas, ~~due~~Holding ~~under~~Company ~~the~~and ~~three~~their ~~new~~respective ~~notes~~directors ~~will become immediately due~~ and ~~payable~~executive inofficers ~~the~~may ~~event~~be ofdeemed ~~default,~~to asbe ~~defined~~participants in ~~each note. Each of~~ the ~~notes~~solicitation ~~also contains customary representations, warranties, and covenants made by the parties. The notes are secured by a Specific Security Agreement, dated as~~ of ~~September~~proxies 3,from ~~2013~~shareholders ~~(the "Security Agreement"), executed by the Company in favor~~ of ~~M&T,~~Corning ~~pursuant~~Gas ~~to which the Company granted to M&T a security interest~~ in ~~substantially~~connection ~~all~~with of the ~~Company's~~Special ~~assets~~Meeting. ~~not~~Information ~~previously~~about ~~pledged~~Corning ~~for other obligations including, among other things, the Company~~Gas's ~~fixtures,~~directors ~~equipment,~~ and ~~all~~executive ~~rights in the Company's gas distribution system pursuant to municipal franchises or otherwise~~officers, including ~~pipelines,~~their ~~easements,~~holdings ~~rights~~ of ~~way,~~Corning ~~and compressors. The note in the original principal amount of $3.0 million is also secured by a Mortgage dated May 7, 2008, in the amount of $3.0 million on the Company~~Gas's ~~principal~~common ~~place of business. The Mortgage was filed as Exhibit 10.5 to the Company's current report on Form 8-K dated May 7~~stock, ~~2008,~~is ~~and~~set ~~filed~~forth ~~with~~in the ~~Securities~~Proxy ~~and Exchange Commission on May 28, 2013, and is incorporated by reference herein~~Statement/Prospectus.

The foregoing description of the notes and the Security Agreement is not complete and is qualified in its entirety by the full and complete terms of the notes and the Security Agreement, which are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01 which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Replacement Multiple Disbursement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank.
2.1		Agreement and Plan of Exchange, dated September 12, 2013, between Corning Natural Gas Corporation and Corning Natural Gas Holding Corporation
10.2		Replacement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank.
99.1		Corning Natural Gas Corporation/Corning Natural Gas Holding Corporation Proxy Statement/Prospectus, dated October 4, 2013, for Special Meeting of Shareholders to be held on November 6, 2013
10.3		Multiple Disbursement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank.
99.2		Corning Natural Gas Corporation Form of Proxy for Special Meeting of Shareholders to be held on November 6, 2013
10.4		Specific Security Agreement, dated as of September 3, 2013, by and between the Company and M&T Bank.

SIGNATURE

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 thereunto duly authorized.

Corning Natural Gas Corporation

By: /s/ Michael I. German

President and Chief Executive Officer

Dated: ~~September~~October 94, 2013

~~EXHIBIT~~ INDEX OF EXHIBITS

Exhibit No.		Description
10.1		Replacement Multiple Disbursement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank.
2.1		Agreement and Plan of Exchange, dated September 12, 2013, between Corning Natural Gas Corporation and Corning Natural Gas Holding Corporation (incorporated by reference to Exhibit 2.1 of Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-190348) filed by Corning Natural Gas Holding Corporation on September 12, 2013)
10.2		Replacement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank.
99.1		Corning Natural Gas Corporation/Corning Natural Gas Holding Corporation Proxy Statement/Prospectus, dated October 4, 2013, for Special Meeting of Shareholders to be held on November 6, 2013 (incorporated by reference to filing, on October 4, 2013, by Corning Natural Gas Holding Corporation pursuant to Rule 424(b)(2) under Registration Statement No. 333-190348)
10.3		Multiple Disbursement Term Note, dated as of September 3, 2013, by and between the Company and M&T Bank.
99.2		Corning Natural Gas Corporation Form of Proxy for Special Meeting of Shareholders to be held on November 6, 2013 (filed herewith)
10.4		Specific Security Agreement, dated as of September 3, 2013, by and between the Company and M&T Bank.

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