Page 10.

These questions and answers address the Holding Company Proposal that will be voted on at a Special Meeting of Shareholders of Corning Gas to be held on _________, 2013 at 10:00 a.m., but may not include all the information about the proposal that is important to you. For more complete information, please read this entire Proxy Statement/Prospectus, including the Exhibits, and the other documents referred to in this document. See "Where You Can Get More Information" on page 58 of this Proxy Statement/Prospectus.

The purpose of the share exchange is to form a holding company through the exchange of Corning Gas Common Stock for Holding Company Common Stock. This exchange has been approved by the Corning Gas Board of Directors and will occur pursuant to the Agreement and Plan of Share Exchange, which has been adopted by the Boards of Directors of Corning Gas and the Holding Company. After the share exchange, Corning Gas will be a wholly owned subsidiary of the Holding Company. The shareholders of Corning Gas immediately prior to the Exchange Date will be the shareholders of the Holding Company. On March 15, 2013, the staff of the New York Department of Public Service (the "DPS Staff") entered into a joint proposal with Corning Gas regarding the corporate restructuring and related matters (the "NYPSC Settlement Agreement"). The NYPSC Settlement Agreement was approved by the New York Public Service Commission (the "NYPSC") on May 17, 2013, with minor modifications. See "THE HOLDING COMPANY PROPOSAL - The NYPSC Settlement Agreement" at page 26.

The primary purposes of the restructuring to create a holding company are:

• to provide additional flexibility for financing so that Corning Gas and its affiliates can adapt to changes in the gas production, gathering and distribution industry which will allow Corning Gas and its affiliates to serve existing customers more effectively, serve new customers and maintain the capital structure required for the regulated natural gas distribution company;
• to permit investment in opportunities which are related to Corning Gas's core distribution business or service areas but will not be subject to direct NYPSC regulation;
• to permit investment in opportunities in Pennsylvania or other jurisdictions outside the regulatory jurisdiction of the NYPSC through entities separate from Corning Gas as a regulated gas corporation;
• to allow us to segregate our NYPSC regulated business from business that is unregulated or subject to regulation by another jurisdiction, allowing more flexibility with respect to unregulated businesses while helping to protect the customers of the regulated gas distribution business from the risks of the other businesses; and
• to allow us to enter into joint ventures with strategic partners outside of NYPSC-regulated Corning Gas.

Corning Gas will continue to focus on providing gas distribution to its customers. The regulated gas distribution business of Corning Gas will be the principal activity of the Holding Company on a consolidated basis for the immediate future. Forming the Holding Company will not impair the operation of Corning Gas's regulated gas distribution business or affect its obligations to its customers and to maintain its distribution plant. Since there is significant overlap between the management of Corning Gas and Corning Appliance Corporation, and its two joint venture interests in the Leatherstocking JV Companies, and since the NYPSC Settlement Agreement authorizes a loan of up to $1 million to be made by Corning Gas there may be risks that management focus will be diverted from the regulated Corning Gas operations. See "Risk Factors" beginning on page 6.

Page 12.

Please read this Proxy Statement/Prospectus and mail your signed proxy card in the enclosed postage-paid return envelope as soon as possible, so that your shares will be represented at the Special Meeting. The Board of Directors has unanimously approved the Holding Company Proposal and recommends that you vote "FOR" the proposal at the Special Meeting.

No, only you or someone authorized in writing by you to do so, can vote your Common Stock. If your shares are held in nominee name by a broker, the broker may not vote your Common Stock on the Holding Company Proposal without your specific direction because a vote to form a holding company is not authorized for discretionary voting under applicable regulations.

Questions regarding the Holding Company Proposal and the Share Exchange may be directed to Michael I. German (mgerman@corninggas.com), President, Corning Gas, or Stanley ("Jerry") G. Sleve (jsleve@corninggas.com), Secretary at Corning Gas's headquarters, 330 West William Street, Corning, New York 14830. Questions regarding the Special Meeting, voting and proxy issues may be directed to Stanley G. Sleve.

Upon approval and implementation of the Holding Company Proposal, Corning Gas will become a subsidiary of the Holding Company and Holding Company Common Stock will be held by the former holders of Corning Gas Common Stock. The outstanding stock of Corning Gas's wholly owned, unregulated subsidiary, Corning Appliance Corporation, will be transferred to the Holding Company. Interests in the two joint ventures, Leatherstocking Gas and Leatherstocking Pipeline, currently held by Corning Appliance Corporation, will be transferred to the Holding Company as direct 50% owned subsidiaries.

The Holding Company may establish other subsidiaries from time to time, regulated or unregulated. The Holding Company's operating results will depend on the results of operations of Corning Gas, the Leatherstocking JV Companies and any other direct or indirect subsidiaries that Holding Company may create.

Corning Gas will continue to operate its distribution business subject to regulation by the NYPSC. The NYPSC regulates, among other things, Corning Gas's gas rates and the issuance of its equity and debt securities.

The Holding Company will not be subject to regulation by the NYPSC, except to the extent provided in the NYPSC Settlement Agreement, and to the extent that the rules or orders of the NYPSC impose restrictions on the Holding Company's relationships with Corning Gas or Corning Gas's relationships with the Holding Company's other subsidiaries. The Holding Company expects to be an exempt public utility holding company under the Public Utility Holding Company Act of 2005. See "THE HOLDING COMPANY PROPOSAL - Regulatory Approvals" beginning at page 25.

Page 13.

Page 14.

Page 15.

Holders of record as of the close of business on _________, 2013 of Corning Gas Common Stock are entitled to vote at the Special Meeting. Two-thirds of the outstanding shares of Corning Gas Common Stock must be voted "FOR" the Holding Company Proposal to approve the proposal. Since the required vote to approve the Holding Company Proposal is 66 2/3rds of the outstanding Corning Gas Common Stock, abstentions or shares not voted will be the equivalent of "AGAINST" votes. See "THE HOLDING COMPANY PROPOSAL - Vote Required" at page 27.

The Holding Company Proposal will be implemented pursuant to an Agreement and Plan of Share Exchange, a copy of which is included as ExhibitA to this Proxy Statement/Prospectus (the "Plan of Exchange"). The Plan of Exchange provides for all of the outstanding shares of Corning Gas Common Stock to be exchanged automatically on a share-for-share basis for an equal number of new shares of Holding Company Common Stock, which will be effective on the filing of a certificate of exchange with the Department of State of the State of New York or such other time as may be specified in the certificate of exchange. Following the Share Exchange, the Holding Company will own all of the outstanding Corning Gas Common Stock. Each person who owned Corning Gas Common Stock immediately prior to the Share Exchange will own the same number of shares of Holding Company Common Stock immediately following the Share Exchange (assuming the person does not vote "AGAINST" the Holding Company Proposal and elect the statutory appraisal rights discussed below). See "THE HOLDING COMPANY PROPOSAL - Implementation of the Holding Company Proposal" at page 27.

Corning Gas expects that the Holding Company Proposal will be implemented as soon as practicable following approval of the proposal by the holders of Corning Gas Common Stock, if all the other conditions in the Plan of Exchange are satisfied at that time. Implementation is subject to certain conditions, including the receipt of certain regulatory approvals, and the filing of the certificate of exchange with the New York State Department of State.

Corning Gas's Board of Directors may amend or terminate the Plan of Exchange, abandon the Share Exchange or amend the Holding Company's Certificate of Incorporation, at any time before or after approval of the Holding Company Proposal by holders of Corning Gas Common Stock. No amendment, however, may materially and adversely affect the rights of Corning Gas's shareholders, as determined in the judgment of the Board of Directors. See "THE HOLDING COMPANY PROPOSAL - Amendment or Termination" at page 28.

The NYPSC approval is required for the creation of a holding company structure for Corning Gas. On March 15, 2013, the DPS Staff agreed with Corning Gas on the NYPSC Settlement Agreement that would authorize a corporate reorganization of Corning Gas into a holding company structure on certain conditions. The NYPSC Settlement Agreement, with certain modifications, was approved by the NYPSC on May 17, 2013. The Holding Company will file with the FERC for an exemption from the Public Utility Holding Company Act of 2005. See "THE HOLDING COMPANY PROPOSAL - Regulatory Approvals" at page 25.

Following implementation of the Holding Company Proposal, the former holders of Corning Gas Common Stock will automatically become holders of Holding Company Common Stock, and their rights will be governed by the Holding Company's Certificate of Incorporation and by-laws (the forms of which are included as Exhibits B and C, respectively, to this Proxy Statement/Prospectus) rather than those of Corning Gas. The Holding Company's Certificate of Incorporation and by-laws will be different from Corning Gas's Restated Certificate of Incorporation and by-laws with respect to authorized shares, par value of shares, advance notice of stockholder proposals and director nominations and certain other matters. See "INFORMATION ABOUT THE HOLDING COMPANY - Certificate of Incorporation and By-laws of the Holding Company" at page 50 and "COMPARISON OF SHAREHOLDERS' RIGHTS" beginning at page 56.

Following implementation of the Holding Company Proposal, former Corning Gas Common Shareholders, who will then be Holding Company Common Shareholders, will receive the dividends on Holding Company Common Stock declared by the Board of Directors of the Holding Company. Dividends declared on Corning Gas's Common Stock will be paid to the Holding Company.

Dividends on Holding Company Common Stock are expected to be declared and paid initially at the same rate and on the same schedule as is now paid on Corning Gas Common Stock. The most recent dividend declared and paid on Corning Gas Common Stock was $0.125 on April 15, 2013 to shareholders of record on March 31, 2013.

Page 16.

In considering when and how much to pay in dividends on Holding Company Common Stock, among other things, the Board of Directors of Holding Company consider dividends and other distributions that Corning Gas and the other subsidiaries of the Holding Company pay to the Holding Company and the capital requirements of the Holding Company and its subsidiaries. Under the NYPSC Settlement Agreement, with certain exceptions, Corning Gas's ability to pay dividends may be restricted to a certain percentage of its regulated net income, based on the ratio of common equity Corning Gas maintains. In addition, the Leatherstocking JV Companies will only be 50% owned by the Holding Company and the Holding Company may not be able to control the payment of dividends by the Leatherstocking JV Companies. See "DESCRIPTION OF HOLDING COMPANY CAPITAL STOCK - Dividends" at page 55.

There can be no assurance that the subsidiaries of the Holding Company other than Corning Gas will have earnings or pay any dividends to the Holding Company in the foreseeable future.

Corning Gas has received an opinion from its counsel Nixon Peabody LLP that, generally, no income, gain or loss will be recognized under federal income tax laws as a result of the implementation of the Holding Company Proposal. Immediately following implementation, the aggregate tax basis for any future gain or loss on any sale of Holding Company Common Stock will be the same as the aggregate tax basis in Corning Gas Common Stock immediately before implementation. See "THE HOLDING COMPANY PROPOSAL - Material Federal Income Tax Consequences" at page 28.

All shares of Corning Gas Common Stock available for purchase under the Dividend Reinvestment Plan for Corning Gas Common Stock will be automatically exchanged for shares of Holding Company Common Stock. Following implementation of the Holding Company Proposal, the plan will be assumed by Holding Company and provide for rights to reinvest cash dividends of Holding Company in Holding Company Common Stock. See "THE HOLDING COMPANY PROPOSAL - Corning Gas Stock Plans" at page 28.

If the Holding Company Proposal is implemented, holders of Corning Gas Common Stock who did not vote for the Holding Company Proposal and who timely dissent and follow precisely the procedures in Sections 623 and 910 of the New York Business Corporation Law (see ExhibitD to this Proxy Statement/Prospectus), will have certain rights to demand payment in cash for the "fair value" of their shares of Corning Gas Common Stock. If Corning Gas fails to make a timely offer to a dissenting shareholder or the dissenting shareholder and Corning Gas cannot agree on the "fair value" within the statutory period, and if Corning Gas fails to institute a judicial proceeding to fix "fair value" within the statutory period, any dissenting shareholders may seek judicial determination of the "fair value" in New York State Supreme Court in the judicial district in which the headquarters of Corning Gas is located. Holders receiving payment for their shares of Corning Gas Common Stock in accordance with dissenter's rights will not also be entitled to receive Holding Common Company Stock. See "THE HOLDING COMPANY PROPOSAL - Statutory Appraisal Rights" at page 30.

Like Corning Gas Common Stock, the Holding Company Common Stock will not be listed on any exchange, although it is anticipated that, like Corning Gas Common Stock, it will be traded in the over-the-counter market. The closing price of Corning Gas Common Stock reported on Yahoo! Finance on July 22, 2013 was $15.85 per share. Following the implementation of the Holding Company Proposal, Corning Gas Common Stock will all be owned by the Holding Company and will no longer trade on any market and it will be deregistered. See "THE HOLDING COMPANY PROPOSAL - Limited Trading of Holding Company Stock" at page 28.

No. Your Corning Gas Common Stock certificates will automatically represent an equal number of shares of Holding Company Common Stock when the Holding Company Proposal is implemented and will no longer represent Corning Gas Common Stock. See "THE HOLDING COMPANY PROPOSAL - Exchange of Stock Certificates" at page 28.

Page 17.

Corning Gas's 2007 Stock Option Plan will be adopted by the Holding Company and amended to provide for Holding Company Common Stock instead of Corning Gas Common Stock. Corning Gas Common Stock subject to plan options or restricted stock or other awards will automatically become an equal number of shares of, or options on, Holding Company Common Stock. Benefits under Corning Gas's other employee benefit plans, such as the 401(k) plan and health plans, will not change as a result of the implementation of the Holding Company Proposal for ongoing employees of Corning Gas.

Page 18.

This Proxy Statement/Prospectus and the accompanying form of proxy relate to the solicitation of proxies on behalf of the Board of Directors of Corning Gas for use at the Special Meeting on _____________, 2013, to be held at Corning Gas's headquarters, 330 West William Street, Corning, New York 14830 at 10:00 a.m. This solicitation of proxies for the Special Meeting is being made by the management of Corning Gas on behalf of Corning Gas's Board of Directors and will be made by mail and by telephone, facsimile, e-mail or overnight delivery.

Holders of record of outstanding Corning Gas Common Stock as of the close of business on ________, 2013 (the "Record Date") are entitled to receive notice of the Special Meeting and to vote at the Special Meeting. As of _______, 2013, there were ______ shares of Corning Gas Common Stock outstanding, each entitled to one vote per share. As of the Record Date, all officers and Directors of Corning Gas, as a group, beneficially owned approximately ___% of the outstanding shares of Corning Gas Common Stock. Each of the Corning Gas directors voted to approve the holding company structure and Share Exchange and to recommend the Share Exchange and Holding Company proposal to the shareholders of Corning Gas. These individuals hold __ shares in the aggregate as of _____, 2013, or ___% of the outstanding shares and are expect to vote "FOR" the proposal.

The proxy enclosed for record holders of Common Stock is for the number of shares registered in your name with Corning Gas, together with any additional full shares held in your name in the Dividend Reinvestment Plan. The instructions on the proxy card provide that any shares registered in your name and any full shares held for your account in the Dividend Reinvestment Plan will be voted in the same manner.

The proxy provides you with the opportunity to specify your approval or disapproval of, or abstention with respect to, the adoption of the Plan of Exchange and Holding Company Proposal. Adoption of the Plan of Exchange and the Holding Company Proposal requires the affirmative vote of the holders of two-thirds of the outstanding shares of Common Stock. An abstention or broker non-vote will count toward establishing a quorum for the Special Meeting but would have the effect of a vote "AGAINST" the proposal.

With respect to all matters, other than the Holding Company Proposal, that may properly come before the Special Meeting, the affirmative vote of the majority of shares of Common Stock present in person or represented by proxy at the Special Meeting, voting on the subject matter, in person or by proxy, will be the act of the shareholders. Abstentions and broker non-votes are voted neither "FOR" nor "AGAINST," and have no effect on the vote on these matters, but are counted in the determination of a quorum.

The Holding Company Proposal is considered "non-discretionary," and brokers who have received no instructions from their clients do not have the authority to vote on the proposal.

Representatives of our transfer agent, Registrar and Transfer Company, will tabulate the votes. Marie Husted and Nichole Astolfi are Corning's election inspectors and will be responsible for reviewing the vote count.

Shares represented by proxies properly signed and returned will be voted at the Special Meeting in accordance with the stockholder's specifications. If a proxy is signed but no specification is made, the shares represented by the proxy will be voted "FOR" the Holding Company Proposal and in accordance with the recommendations of the Board of Directors on any other proposals that may properly come before the Special Meeting.

A stockholder who gives a proxy may revoke it at any time before the proxy is voted at the Special Meeting. The proxy is revocable by a written instrument signed in the same manner as the proxy and received by the Secretary of Corning Gas at or before the Special Meeting. Also, a stockholder who attends the Special Meeting in person may vote by ballot at the meeting, thereby canceling any proxy previously given.

Page 19.

Attendance at the Special Meeting will be limited to shareholders of record, beneficial owners of Corning Gas stock entitled to vote at the meeting having evidence of ownership, and invited guests of the management.

Corning Gas may adjourn the Special Meeting one or more times, and continue to solicit proxies under certain circumstances, including if there are insufficient affirmative votes present in person or by proxy to approve the Holding Company Proposal.

A shareholder intending to present a proposal to be included in Corning Gas's proxy statement for the 2014 Annual Meeting of Shareholders must deliver a proposal, in accordance with the requirements of Rule 14a-8 under the Exchange Act, to the corporate secretary at Corning Gas's principal executive office no later than November 22, 2013. A shareholder's notice to the corporate secretary must set forth as to each matter the shareholder proposes to bring before the meeting:

A shareholder may also present a proposal directly to Corning Gas's shareholders at the Annual Meeting. However, if notice of the shareholder proposal is not received prior to the close of business on February 5, 2014, SEC rules permit management to vote proxies in their discretion on the proposed matter. If notice of the shareholder proposal is not received on or before the close of business on February 5, 2014, management can only vote proxies in their discretion if they advise shareholders in the 2014 Proxy Statement about the nature of the proposed matter and how management intends to vote on the matter.

The following table sets forth, as of July 22, 2013, information regarding the beneficial ownership of Corning Gas Common Stock by each shareholder known by Coning Gas to be the beneficial owner of more than 5% of its stock, each director, each director nominee, each executive officer, and all our directors and executive officers as a group.

Page 20.

* Less than 1%

It is currently expected that on _________, 2013, the scheduled date of the Special Meeting, votes will be taken and the polls closed on the Holding Company Proposal, as well as any other matters that properly come before the Meeting. It is possible, however, that the management of Corning Gas may propose one or more adjournments of the Special Meeting in order to permit further solicitation of proxies with respect to the proposals being considered at the Special Meeting or for other reasons.

Proxies solicited by the Board of Directors will be voted in favor of any adjournment proposed by management. However, if management proposes an adjournment in order to permit further solicitation of proxies with respect to any proposal, as contemplated above, proxies that direct votes "AGAINST" that proposal will not be used to vote in favor of that adjournment.

If any adjournment is properly proposed on behalf of any person other than management, the persons named as proxies, acting in such capacity, will have discretion to vote on such adjournment in accordance with their best judgment. In order for any adjournment to be approved, the votes cast in favor of adjournment must exceed the votes opposing adjournment.

This proxy statement will apply to any postponements or adjournments of the Special Meeting.

Page 22.

The Holding Company Proposal is for shareholders to adopt a Plan of Exchange whereby each share of the outstanding Corning Gas Common Stock is exchanged for a share of Holding Company Common Stock, thereby implementing a holding company structure for Corning Gas. If the proposal is implemented, Corning Gas will become a wholly-owned subsidiary of the Holding Company. Holding Company Common Stock will be owned by the former owners of Corning Gas Common Stock in the same proportion as they previously owned Corning Gas. As a subsidiary of the Holding Company, Corning Gas will continue to operate its regulated natural gas distribution business. The Holding Company will also have subsidiaries that engage in competitive businesses.

Corning Gas and the Holding Company have entered into a Plan of Exchange. A copy of that plan is attached as Exhibit A and is incorporated by reference into this document. Highlights include:

• Holding Company is a New York corporation and presently a wholly owned subsidiary of Corning Gas.
• If Corning Gas shareholders approve the Holding Company Proposal, the share exchange will become effective at the later of the filing of a certificate of exchange with the New York State Department of State, or on such later date and time set forth in the certificate of exchange, which filing will follow the receipt of applicable regulatory approvals.
• On the effective date of the share exchange, each share of Corning Gas Common Stock will automatically be exchanged for one share of Common Stock of the Holding Company (other than shares held by shareholders perfecting their dissenters' rights). As a result, all Corning Gas common shareholders will become common shareholders of the Holding Company. All the shares of Common Stock of the Holding Company previously held by Corning Gas will be canceled.
• After the share exchange, Corning Gas will be a wholly owned subsidiary of the Holding Company.

THE MEMBERS OF THE BOARD OF DIRECTORS OF CORNING GAS HAVE UNANIMOUSLY ADOPTED THE PLAN OF EXCHANGE AND APPROVED THE HOLDING COMPANY STRUCTURE, AND RECOMMEND THAT YOU VOTE "FOR" THE HOLDING COMPANY PROPOSAL.

A holding company structure for Corning Gas will provide financial and regulatory flexibility needed to engage effectively in alternate businesses relating to natural gas gathering, transportation, and distribution while continuing to operate ours regulated gas distribution business. The holding company structure is prevalent in the utility industry.

In recent years, federal and state initiatives have promoted the development of competition in the production, transportation and sale of natural and gas. In general, these initiatives have sought to unbundle the integrated services that electric and gas utilities have traditionally provided and to enable customers to purchase electricity and gas directly from suppliers other than their local utilities.

Page 23.

Corning Gas has operated primarily as a traditional natural gas distribution utility that purchases, transports, stores and distributes natural gas. The traditional utility company structure is no longer best suited for meeting the business demands of a competitive energy marketplace. The holding company structure is a well-established form of organization for companies engaging in multiple lines of business, and is increasingly prevalent in the electric and natural gas utilities industry. Many energy utilities already are organized under a public utility holding company structure. Under a holding company structure, we would be able to engage in utility and non-utility businesses without obtaining the prior approval of the NYPSC. This would enable us to pursue such business opportunities in a timely manner.

Corning Gas operates under the regulatory requirements of the New York Public Service Law ("NYPSL") and the NYPSC. Under Section107 of the NYPSL, Corning Gas must obtain the approval of the NYPSC before Corning Gas may invest revenues derived from its regulated business in any business other than its own utility business. Pursuant to the NYPSC Settlement Agreement as approved by the NYPSC on May 17, 2013, Corning Gas is authorized under Section107 of the NYPSL to make a loan of $1 million with interest at 2.10% (equivalent to the rate which Corning Gas must pay on customer deposits), to the Holding Company or Leatherstocking Gas to fund other businesses. The Holding Company will not be subject to Section107 of the NYPSL or regulation by the NYPSC, except as set forth in the NYPSC Settlement Agreement, the NYPSL, and future orders relating to the relationship between Corning Gas and the Holding Company or its other subsidiaries and affiliates.

Under Section69 of the NYPSL, Corning Gas cannot issue debt or equity securities for other than certain specified utility purposes. This restriction has not posed a practical problem in the past because Corning Gas's competitive businesses have been limited in both scope and magnitude. The Holding Company and its subsidiaries other than Corning Gas will be able, without NYPSC approval, to issue securities for their general corporate purposes and to finance various transactions that may be undertaken.

The Holding Company is a New York corporation incorporated by Corning Gas for purposes of implementing the Holding Company Proposal. The principal executive offices of the Holding Company are located at 330 West William Street, Corning, New York 14830, and its telephone number is 607-936-3755. The Holding Company has not had any business operations. The currently outstanding shares of Holding Company Common Stock are owned by Corning Gas and will be canceled when the Holding Company Proposal is implemented.

Following implementation of the Holding Company Proposal, the Holding Company will own all the outstanding Corning Gas Common Stock and the stock of Corning Appliance Corporation and possibly other subsidiaries that will engage in competitive businesses. See "INFORMATION ABOUT THE HOLDING COMPANY - Other Holding Company Subsidiaries" at page 51. The financial results of the Holding Company will depend on the results of operations of Corning Gas and the Holding Company's other subsidiaries. The Holding Company may establish one or more intermediate, subsidiary holding companies to hold its Corning Gas Common Stock and the stock of its other subsidiaries.

The Holding Company will finance its operations, dividend and distributions to holders of Holding Company Common Stock, investments in its subsidiaries and various transactions that may be undertaken, including possible acquisitions of interests other companies or businesses, from dividends and other distributions it receives from Corning Gas and its other subsidiaries, borrowings and the sale of equity or debt securities. The NYPSC Settlement Agreement limits the dividends that Corning Gas may pay to the Holding Company, which may limit the funds Holding Company has available to pay dividends to holders of its Common Stock. See "DESCRIPTION OF HOLDING COMPANY CAPITAL STOCK - Dividends" at page 55 for further discussion of the specific limitations.

Page 24.

There can be no assurance that the subsidiaries of the Holding Company other than Corning Gas will have earnings or pay any dividends to the Holding Company.

In addition to approval of the Holding Company Proposal, including the Plan of Exchange, by the holders of Common Stock in accordance with Section 913(c) of the NYBCL, the Share Exchange is subject to the satisfaction of the following conditions, provided, however, that the Boards of Directors of Corning Gas and the Holding Company may, in their sole discretion, waive the satisfaction of any condition other than NYPSC approval:

1. Holders of fewer than 5% of the outstanding shares of Corning Gas Common Stock will have perfected their statutory appraisal rights to obtain the "fair value" of their shares of Corning Gas Common Stock;
2. all necessary orders, authorizations, approvals or waivers from the NYPSC and all other applicable regulatory bodies, boards or agencies shall have been received or remain in full force and effect, as the case may be, and shall not include, in the sole judgment of Corning Gas's Board of Directors, unacceptable conditions;
3. the Boards of Directors of Corning Gas and the Holding Company will not have abandoned the Share Exchange;
4. the Certificate of Exchange shall have been filed with the New York State Department of State pursuant to Section913(d) of the NYBCL; and
5. the Registration Statement on Form S-4, of which this Proxy Statement/Prospectus forms a portion, shall have been declared effective by the SEC.

The Holding Company will not be subject to regulation by the NYPSC, except to the extent that the rules or orders of these agencies impose restrictions on the Holding Company's relationships with Corning Gas or Corning Gas's relationships with the Holding Company's other subsidiaries.

The Share Exchange requires the approval of the NYPSC pursuant to Section70 of the NYPSL. On March15, 2013, the DPS Staff agreed with Corning Gas on the NYPSC Settlement Agreement that would authorize the corporate reorganization of Corning Gas into a holding company structure on certain conditions. The NYPSC Settlement Agreement, with certain modifications, was approved by the NYPSC on May 17, 2013. See "THE HOLDING COMPANY PROPOSAL - The NYPSC Settlement Agreement" beginning at page 26.

The Holding Company will be a "holding company" under the Public Utility Holding Company Act of 2005 ("PUHCA") (18 C.F.R. 366.1 et seq.). The Holding Company will be required to give notice of its status as a public utility holding company to the Federal Energy Regulatory Commission ("FERC") within 30 days after the Exchange Date.

The Holding Company expects to seek a waiver of the accounting, record-retention and reporting requirements otherwise applicable to public utility holding companies and their associated service companies under Section366.3(a)(1) of PUCHA and applicable regulations 18 CFR Section 366.3. The exemption is available to holding companies whose business operations, including its public utility operations, are predominantly intrastate in character. We believe Holding Company is entitled to an exemption on the basis that Corning Gas and, indirectly, Holding Company are each organized and carry on their utility businesses substantially in the State of New York and that neither will derive any material part of its income from a public utility company organized outside of the State of New York. This waiver should be available even though Holding Company subsidiaries that are neither an "electric utility company" nor a "gas utility company" under PUCHA will engage in interstate activities. The exemption would exempt the Holding Company from Sections 366.2 and 366.21 of PUHCHA, relating to FERC's access to the Holding Company's books and records. The Holding Company must notify FERC if the Holding Company acquires in whole or a more than 10% interest in another public utility company or holding company.

Page 25.

The NYPSC Settlement Agreement authorizes the reorganization of Corning Gas in to a holding company structure whereby each shareholder owning Corning Gas Common Stock will own a corresponding number of shares of Holding Company Common Stock immediately after the reorganization, and the Holding Company will own all outstanding shares of Corning Gas Common Stock. The local distribution company business of Corning Gas will remain under the jurisdiction of the NYPSC, as a subsidiary of Holding Company. The interest in the Leatherstocking JV Companies will be transferred from Corning Appliance Corporation to the Holding Company. Holding Company may also own interests in other regulated or unregulated businesses.

A majority of the Corning Gas Directors must be Independent Directors, as that term is defined in Section10A of the Securities Exchange Act of 1934. Corning Gas Directors may also serving as Holding Company directors. Corning Gas must require its directors to follow a recusal process previously adopted by the NYPSC in an Order dated October 19, 2012. If any director is alleged to have failed to follow the recusal standards and the allegations are not shown to be incorrect, the Nominating Committee will not include the director in question on the slate of candidates for re-election. In the event of a violation of the system of recusals, Corning Gas will file a Form 8-K with the SEC, if necessary.

Corning Gas may use the services of its Chief Financial Officer for accounting and financial reporting purposes, and may include the cost for those services in the allocation to the Leatherstocking JV Companies established in the current Gas Rates Joint Proposal. In addition, two clerical accounting employees may provide services to unregulated affiliates on a fully allocated cost basis, but for no more than a combined 5% of their time. While there is a general prohibition on use of Corning Gas employees, those employees are permitted to respond to emergencies on behalf of affiliates that are not regulated utilities.

The NYPSC Settlement Agreement limits the dividends that Corning Gas may pay, which may limit the funds Holding Company has available to pay dividends to holders of its Common Stock. See "DESCRIPTION OF HOLDING COMPANY CAPITAL STOCK - Dividends" at page 55 for further discussion of the specific limitations.

Page 26.

If the NYPSC establishes rates for Corning Gas that do not recognize Corning Gas's actual equity capitalization, Corning Gas may dividend its excess equity capitalization to match the equity capitalization recognized by the NYPSC for rate setting purposes.

Corning Gas may participate in a money pool as a borrower or lender, but only if all of the other participants, with the exception of Holding Company, are regulated utilities operating within the United States. However, Corning Gas may not participate in any money pool where money is loaned by any participant to Holding Company.

Except as expressly permitted in the NYPSC Settlement Agreement, Corning Gas may not lend to, guarantee or financially support Holding Company or any of its affiliates or subsidiaries, or any non-regulated businesses. Corning Gas's banking, credit facilities and cash management arrangements must be separate from other affiliates.

Neither Holding Company nor any of its affiliates may enter into any cross-default provision which affects Corning Gas in any manner.

After the reorganization is completed, Corning Gas will no longer issue equity and Holding Company will assume Corning Gas's equity issuance obligations.

Neither Holding Company nor any of its affiliates may engage in activities competing with Corning Gas within the area of New York State in which Corning Gas provides natural gas distribution service pursuant to NYPSC approved municipal franchises. Holding Company or any affiliate that constructs pipelines for gathering and/or transportation that use Corning Gas's facilities must pay access and transportation charges and the revenues from those charges are to be shared between shareholders and customers of Corning Gas in the same percentages as those in place under Corning Gas's current Gas Rates Joint Proposal.

The cost of insurance will be allocated and billed among Corning Gas and its affiliates in accordance with the standards previously established in the NYPSC Order dated October 19, 2012.

The affirmative vote of the holders of record on the Record Date of two-thirds of the outstanding shares of Common Stock is required to approve the Holding Company Proposal. Approval by two-thirds of Corning Gas Common Stock will necessarily satisfy an additional statutory requirement that a majority of the outstanding shares of Corning Gas Common Stock approve the Share Exchange. Because the requirement for this proposal is the affirmative vote of two-thirds of the outstanding shares of Common Stock, broker non-votes and abstentions will have the effect of an "AGAINST" vote.

The Holding Company Proposal will be implemented pursuant to the Plan of Exchange (included as ExhibitA to this Proxy Statement/Prospectus and incorporated herein by reference) that provides for the Share Exchange, in which each share of Corning Gas Common Stock outstanding immediately prior to the Share Exchange will be automatically exchanged for one share of Holding Company Common Stock, the Holding Company will become the owner of all outstanding Corning Gas Common Stock and the shares of Holding Company Common Stock held by Corning Gas immediately prior to the Share Exchange will be canceled. The Plan of Exchange has been unanimously adopted by Corning Gas's Board of Directors and the Holding Company's Board of Directors.

Page 27.

Each person who owns Corning Gas Common Stock immediately prior to the Share Exchange will own the same number of shares of Holding Company Common Stock immediately following the Share Exchange (assuming the person does not elect the statutory appraisal rights discussed below).

Corning Gas's Board of Directors and the Holding Company's Board of Directors may amend or terminate the Plan of Exchange, abandon the Share Exchange or amend the Holding Company's Certificate of Incorporation or by-laws at any time prior to the implementation of the Holding Company Proposal. No amendment, however, may materially and adversely affect the rights of Corning Gas's shareholders, as determined in the sole judgment of Corning Gas's Board of Directors. Following implementation of the Holding Company Proposal, the Holding Company's Certificate of Incorporation and by-laws may be amended in accordance with applicable law.

If the Holding Company Proposal is implemented, it will not be necessary for holders of Corning Gas Common Stock to physically exchange their existing stock certificates for certificates of Holding Company Common Stock. The certificates which represent shares of Corning Gas Common Stock outstanding immediately prior to the implementation of the Holding Company Proposal will automatically represent an equal number of shares of Holding Company Common Stock immediately after the implementation and will no longer represent Corning Gas Common Stock. Thereafter, new certificates bearing the name of the Holding Company will be issued if and as certificates representing shares of Corning Gas Common Stock outstanding immediately prior to the implementation of the Holding Company Proposal are presented for exchange or transfer.

Corning Gas Common Stock is traded over-the-counter and sales are reported on the Nasdaq Stock Market's OTC Bulletin Board under the symbol "CNIG." Following implementation of the Holding Company Proposal, Corning Gas Common Stock, which will then be owned by the Holding Company will no longer be traded over-the-counter. It is expected that subsequent to the implementation of the Holding Company Proposal the Holding Company Common Stock will be traded over-the-counter on the OTC Bulletin Board under the symbol "CNIG."

Pursuant to the Plan of Exchange, all shares of Corning Gas Common Stock (including uncertificated whole and fractional shares) held under the Dividend Reinvestment Plan, all shares of restricted stock and all options on shares under the Stock Plan, will be automatically exchanged for an equal number of shares, or options on shares of Holding Company Common Stock and the plans will be amended to provide for transactions in Holding Company Common Stock instead of Corning Gas Common Stock. Approval of the Holding Company Proposal by the holders of Corning Gas Common Stock will also be considered approval of this amendment to the plans.

Corning Gas and the Holding Company have received an opinion from Nixon Peabody LLP regarding material federal income tax consequences of the implementation of the Holding Company Proposal.

The following discussion summarizes the material federal income tax consequences relating to the share exchange. This summary is not a complete analysis of all of the potential federal income tax consequences relating to the transaction and may not address all aspects of income taxation that may be relevant to every shareholder. The personal tax circumstances of shareholders differ and shareholders may be subject to special treatment under the income tax laws, including:

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• holders who are not United States persons;
• financial institutions;
• tax-exempt organizations;
• insurance companies;
• dealers or brokers in securities; or
• holders who held their stock as part of a hedge, appreciated financial position, straddle or conversion transaction.

Except as otherwise indicated, statements of legal conclusion about tax treatments, effects or consequences are the opinion of Nixon Peabody LLP, counsel for Corning Gas and the Holding Company. No rulings have been requested from the Internal Revenue Service. You should consult your own tax advisor about the specific tax consequences of the share exchange, including the application and effect of state or local income and other tax laws.

The following discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, currently applicable Treasury regulations and existing judicial and administrative interpretations and decisions. Future legislation, regulations, administrative interpretations or court decisions could significantly change these legal conclusions either prospectively or retroactively.

The share exchange will be treated as a transfer of all of the outstanding Common Stock of Corning Gas by Corning Gas's shareholders to the Holding Company solely in exchange for all of the outstanding Common Stock of the Holding Company. This exchange will qualify for nonrecognition treatment under Section 351(a) of the Code or Section 368(a)(1)(B) of the Code.

For federal income tax purposes, no gain or loss will be recognized by the holders of Corning Gas Common Stock as a result of the Share Exchange. The aggregate tax basis of the Holding Company Common Stock received by a shareholder will be the same as the shareholder's aggregate tax basis in Corning Gas Common Stock surrendered in the Share Exchange. The holding period of the Common Stock of the Holding Company held by a shareholder will include the period during which the shareholder held Corning Gas Common Stock, provided that the Common Stock was held as a capital asset on the date of the Share Exchange.

No gain or loss will be recognized by Corning Gas or the Holding Company for federal income tax purposes as a result of the Share Exchange. For federal income tax purposes, the basis of Corning Gas Common Stock received by the Holding Company will be the same as Corning Gas's net asset basis immediately before the Share Exchange, subject to adjustments under Treasury Regulations relating to consolidated groups; and the Holding Company's holding period in the Corning Gas Common Stock received in the Share Exchange will include the period during which that stock was held by the shareholders.

Apart from federal income tax aspects, no attempt has been made to determine any tax that may be imposed on a shareholder by the country, state or jurisdiction in which the holder resides or is a citizen. You may be subject to other taxes, such as state or local income taxes that may be imposed by various jurisdictions. You may also be subject to intangible property, transfer, estate and inheritance taxes in your state of domicile. You should consult your own tax advisor with regard to state and local income, property transfer, inheritance and estate taxes.

The federal income tax discussion set forth above is intended to provide only a summary of the material tax consequence of the share exchange, and does not address tax consequences which may vary with, or are contingent on, individual circumstances. Moreover, this discussion does not address any foreign, federal, state, or local tax consequences of the disposition of stock in Corning Gas or the Holding Company either before or after the share exchange. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular tax consequences to you of the share exchange or a disposition of stock.

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The consolidated assets and liabilities of the Holding Company and its subsidiaries immediately after the Holding Company Proposal is implemented will be the same as the consolidated assets and liabilities of Corning Gas immediately before implementation. The Holding Company, on an unconsolidated basis, will record its investment in Corning Gas and in subsidiaries transferred by Corning Gas to the Holding Company at their net book value. The Share Exchange will result in the Holding Company becoming the owner of the Corning Gas Common Stock. This change in ownership has no accounting effect on Corning Gas. The transfers of subsidiaries by Corning Gas to the Holding Company will reduce Corning Gas's retained earnings by an amount equal to the net book value of the subsidiaries.

If the Holding Company Proposal is implemented, holders of Corning Gas Common Stock who did not vote for the Holding Company Proposal and who timely dissent and follow the procedures in Sections 623 and 910 of the NYBCL set forth in ExhibitD to this Proxy Statement/Prospectus ("Dissenting Holders") will have certain rights to demand payment in cash for the "fair value" of their shares of Corning Gas Common Stock to the extent and on the basis provided in Sections 623 and 910. Failure to follow precisely any required procedure on a timely basis may result in the loss of those rights. Dissenting Holders receiving payment pursuant to those rights would not also be entitled to receive Holding Company Common Stock.

The following summary of the applicable provisions of Sections 623 and 910 of the NYBCL is not intended to be a complete statement of the provisions and is qualified in its entirety by reference to the full text of Sections 623 and 910, copies of which are included as ExhibitD to this Proxy Statement/Prospectus.

THIS SUMMARY AND EXHIBIT D SHOULD BE REVIEWED CAREFULLY BY ANY COMMON STOCKHOLDER OF CORNING GAS WHO WISHES TO EXERCISE STATUTORY APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE THE RIGHT TO DO SO. FAILURE TO STRICTLY COMPLY WITH ANY OF THE PROCEDURAL REQUIREMENTS OF SECTION 623 OR SECTION 910 MAY RESULT IN A TERMINATION OR WAIVER OF APPRAISAL RIGHTS.

A PERSON HAVING A BENEFICIAL INTEREST IN SHARES OF CORNING GAS COMMON STOCK THAT ARE HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BROKER OR NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW THE STEPS SUMMARIZED BELOW PROPERLY AND IN A TIMELY MANNER TO PERFECT WHATEVER APPRAISAL RIGHTS THE BENEFICIAL OWNER MAY HAVE.

A Dissenting Holder must file a written objection to the proposal with Corning Gas before the Special Meeting, or at the Special Meeting but before the vote on the Holding Company Proposal is taken. The written objection must include (i) a notice of the holder's election to dissent, (ii) the holder's name and residence address, (iii) the number of shares of Corning Gas Common Stock as to which the holder dissents, and (iv) a demand for payment of the fair value of the holder's shares of Corning Gas Common Stock if the Holding Company Proposal is implemented. An objection is not required from any Dissenting Holder to whom Corning Gas did not give notice of the Special Meeting in accordance with the NYBCL. Any written objection must be addressed to Corning Natural Gas Corporation, 330 West William Street, Corning, New York 14830, Attention: Stanley G. Sleve, Corporate Secretary.

For purposes of perfecting appraisal rights pursuant to Section623 of the NYBCL, the written objection of a Dissenting Holder, which is addressed as provided above, shall be deemed filed with Corning Gas upon receipt of the objection by Corning Gas. Neither voting against nor failure to vote for the Holding Company Proposal will constitute the written objection required to be filed by a Dissenting Holder. Failure to vote against the Holding Company Proposal, however, will not constitute a waiver of rights under Sections 623 and 910 of the NYBCL, provided that a written objection has been properly filed. A stockholder voting to adopt the Holding Company Proposal will be deemed to have waived the stockholder's appraisal rights.

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A Dissenting Holder may not dissent as to less than all the shares of Corning Gas Common Stock held of record that such holder beneficially owns. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all the shares of Corning Gas Common Stock of the beneficial owner, as to which the nominee or fiduciary has a right to dissent, held of record by the nominee or fiduciary. Furthermore, if the shares of Corning Gas Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand must be made in that capacity, and if the shares of Corning Gas Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be made by or for all owners of record. An authorized agent, including one of two or more joint owners, may execute the demand for appraisal for a holder of record; however, the agent must identify the record owner or owners and expressly state in the demand that the agent is acting as agent for the record owner or owners of the shares of Corning Gas Common Stock. A record holder, such an a broker or an agent, who holds shares of Corning Gas Common Stock as a nominee for beneficial owners, some of whom desire to demand appraisal, must exercise appraisal rights on behalf of the beneficial owners who desire to demand appraisal with respect to the shares of Corning Gas Common Stock held for the beneficial owners.

Within ten days after the date the Holding Company Proposal is approved by vote of Common Stock, Corning Gas or the Holding Company, as the case may be, will give written notice of the adoption by registered mail to each Dissenting Holder. At the time of filing a notice of election to dissent, or within one month thereafter, a Dissenting Holder must submit the certificate or certificates representing the holder's shares of Corning Gas Common Stock to Corning Gas, for a notation thereon of the election to dissent, after which the certificates will be returned to the holder or other person who submitted them on behalf of the holder. Any Dissenting Holder who fails to submit the certificates for notation will, at the election of Corning Gas or the Holding Company (exercised by written notice to such holder within 45 days from the date of filing of the notice to dissent), lose the holder's appraisal rights unless a court, for good cause shown, otherwise directs.

Within 15 days after the expiration of the period within which holders of shares of Corning Gas Common Stock may file their notices of election to dissent, or within 15 days after the implementation of the Holding Company Proposal, whichever is later (but in no case later than 90 days after the shareholders' vote adopting the Holding Company Proposal), Corning Gas or the Holding Company, as the case may be, is required to make a written offer (which, if the Holding Company proposal has not been implemented, may be conditioned on such implementation) by registered mail to each Dissenting Holder to pay for the holder's shares of Corning Gas Common Stock at a specified price which Corning Gas or the Holding Company, as the case may be, considers to be their fair value. If Corning Gas or the Holding Company, as the case may be, and a Dissenting Holder are unable to agree as to the value, Corning Gas or the Holding Company, as the case may be, in accordance with Section623(h) of the NYBCL intends to institute a special proceeding in the New York Supreme Court, New York County to determine the fair value.

Corning Natural Gas, incorporated in 1904, is a natural gas utility. Corning Gas distributes natural gas through its distribution and transmission network to residential, commercial, industrial and municipal customers in the Corning, Hammondsport and Virgil, New York, areas and to two other gas utilities which service the Elmira and Bath, New York, areas. Corning Gas is franchised to supply gas service in all of the political subdivisions in which it operates. Corning Gas also transports and compresses gas for a gas producer from its gathering network into an interstate pipeline. Corning Gas is under the jurisdiction of the Public Service Commission of New York State which oversees and sets rates for New York gas distribution companies.

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Corning Gas has contracted with various sources to provide natural gas to its distribution system. Corning Gas contracts for pipeline capacity, as well as storage capacity of approximately 736,000 dekatherms ("Dth"). Corning Gas had a contract with Atmos Energy Marketing, LLC to manage its transportation and storage assets from 2008 through March 2011. Since April 1, 2011, Corning Gas's supply asset manager is ConocoPhillips. This contract expires on March 31, 2014.

Corning Gas does not expect a shortage of natural gas to impact its business over the next five to ten years. Natural gas supply over the last several years has been positive, and domestic reserves and production have increased. This is especially true in proximity to Corning Gas's distribution network. Corning Gas likewise anticipates no shortages of the necessary pipes and valves for safe distribution of natural gas, and continue to receive material inventory from various reliable sources.

Because Corning Gas's business is highly seasonal in nature, sales for each quarter of the year vary and are not comparable. Sales vary depending on seasonal variations in temperature, although Corning Gas's weather normalization and revenue decoupling clauses in Corning Gas's latest NYPSC rate order serve to stabilize net revenue from the effects of unusual temperature variations and conservation. The weather normalization and revenue decoupling clauses allow Corning Gas to adjust residential and small commercial customer billings to compensate for changes in weather and net revenue, respectively.

Corning Gas has four major customers, Corning Incorporated, New York State Electric & Gas Corporation, Bath Electric, Gas & Water Systems, and Talisman Energy USA Incorporated. Although Talisman Energy USA Incorporated is a significant customer, Corning Gas does not deliver gas to it. Rather Corning Gas receives gas from several of its gathering systems and wells, and transports this gas through its system. The loss of any of these customers would have an impact on Corning Gas's financial results. Additional information is provided in Note 2 to the Notes to Consolidated Financial Statements.

Corning Gas had 54 employees as of March 31, 2013, 56 employees as of December 31, 2012, and 54 as of September 30, 2012. Of this total, nearly half are union labor working under an agreement effective until April 2, 2015.

Historically, the competition in Corning Gas's residential market has been primarily from electricity for cooking, water heating and clothes drying, and to a small degree, electricity, fuel oil and propane for heating. The price of gas remains low in comparison to that of alternative fuels in the service territory and Corning Gas's competitive position in the residential, commercial and industrial market continues to be very strong. Over 90% of Corning Gas's residential customers heat with gas. When Corning Gas expands its distribution system to attract new customers, its principal competition is oil and propane. Natural gas enjoys a price advantage over these fuels today.

Corning Gas believes it is in compliance with present federal, state and local provisions relating to the protection of the environment. Corning Gas does not expect that continued compliance with these requirements will have any material adverse effect on capital expenditures, earnings and financial position. Corning Gas has no former manufactured gas plant sites (MGP) and is not a party to any environmental proceedings, litigation or complaints.

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Corning Gas's headquarters are located at 330 West William Street, Corning, New York. This structure is physically connected to the operations center.

Corning Gas's pipeline system is surveyed each year as required for compliance with federal and state regulations. Any deficiencies found are corrected as mandated. Approximately 425 miles of distribution main, 15,000 services, and 86 regulating stations, along with various other properties are owned by Corning Gas, except for one section of 10" gas main that is under long term lease. All of the property owned by Corning Gas is adequately insured and is subject to the lien of Corning Gas's first mortgage indenture.

On August 30, 2012, counsel to Gas Natural, Inc. and Richard M. Osborne sent a letter to counsel representing Corning Gas offering to settle and release, for a $650,000 cash payment, claims related to Gas Natural Inc.'s previous offers to purchase Corning Gas and other activities, including Corning Gas's 2010 rights offering. The Company has been in discussion with representatives of Gas Natural, Inc. and Mr. Osborne. On December 11, 2012, at its regularly scheduled meeting, the Board of Directors approved settling the claims for $200,000 in exchange for general releases and certain other consideration. On December 13, 2012, Corning Gas was notified by counsel for Gas Natural, Inc. that Gas Natural, Inc.'s Board of Directors, Richard Osborne and the Osborne Trust had approved the settlement. The after tax expense that resulted from this agreement was $126,000 and is shown in other deductions, net for the current quarter on Corning Gas's Income Statement. The Company believes its actions in connection with the offers, the rights offering and other activities were in the best interest of Corning Gas and its shareholders.

The principal market on which Corning Gas's common stock is traded is the Over-the-Counter Bulletin Board, or OTCBB, under the symbol "CNIG". Trading in the Common Stock is limited and sporadic. The following table sets forth the high and low closing sale prices as reported on the OTCBB for Corning Gas's Common Stock for each quarter within Corning Gas's last two fiscal years. Because Corning Gas's stock is traded on the OTCBB, these quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions. The market prices have been adjusted retroactively to reflect the stock dividend in April 2011 (see "Dividends" for more information). The number of shareholders of record of Corning Gas's Common Stock was 273 at March 31, 2013.

On March 13, 2009, the NYPSC in Case 07-G-0772 lifted the prohibition on the payment of dividends on Corning Gas's Common Stock but limited pay outs to a percentage of earnings tied to Corning Gas's debt/equity ratio. At its regular meeting on December 14, 2010, the Board of Directors approved an increase in the quarterly dividend from $.15 a share to $.1725 a share and was paid on January 15, 2011 to shareholders of record as of December 31, 2010, and on April 15, 2011 for shareholders of record on March 31, 2011. The dividend rate of $.1725 reflects the pre-stock dividend rate. The Board of Directors reviewed the quarterly dividend rate at its next regularly scheduled meeting on June 14, 2011 and adjusted the dividend rate to $.115. This dividend was paid on July 15, 2011 to shareholders of record on June 30, 2011, on October 15, 2011 to shareholders of record on September 30, 2011 and on January 16, 2012 to shareholders of record on December 31, 2011. At its regular meeting on February 10, 2012, the board of directors approved an increase in the quarterly dividend to $.12 a share. This dividend was paid on April 16, 2012 to shareholders of record on March 31, 2012, on July 16, 2012 to shareholders of record on June 30, 2012, on October 15, 2012 to shareholders of record on September 30, 2012, and on December 31, 2012 to shareholders of record on December 21, 2012. This dividend payment would customarily have been paid in January 2013 but was paid on December 31, 2012 in anticipation of changes in the federal income tax code. On February 12, 2013, the board of directors approved an increase in the quarterly dividend to $.125 a share. This dividend was paid on April 15, 2013 to shareholders of record on March 31, 2013.

On May 28, 2009, Corning Gas registered 100,000 shares of Common Stock with a par value of $5 per share for a dividend reinvestment program. As part of this program 761 shares were issued in 2009, 2,319 shares were issued in 2010, 3,976 shares in 2011 and 5,689 shares in 2012. A total of 12,745 shares have been issued since the program started.

On March 21, 2011, Corning Gas set April 1, 2011 as the record date for a one for two stock dividend on its outstanding Common Stock as authorized by the NYPSC in an order in Case 10-G-0647 dated March 17, 2011. Each shareholder of record as of close of business on the record date was paid one share of common stock for each two shares held by such holder on April 20, 2011. Due to this stock dividend, all computations of number of shares and earnings per share have been adjusted retroactively for prior periods to reflect the change in capital structure.

Corning Gas's primary business is natural gas distribution. Corning Gas serves approximately 15,000 customers through 425 miles of pipeline in the Corning, Hammondsport and Virgil, New York areas. The market for natural gas in Corning Gas's traditional service territory is relatively saturated with limited growth potential. However, growth opportunities do exist in extending Corning Gas's mains to areas adjacent or reasonably close to areas it currently serves. In addition, Corning Gas continues to see expansion opportunities in the commercial and industrial markets. Corning Gas's largest customer, Corning Incorporated, has added additional research capacity in our service area that is increasing our revenue and margins. Corning Incorporated has recently announced a major expansion of one of their production plants in the area and Corning Gas expects to see significant load growth by 2015. Several new institutional and commercial facilities have been announced in Corning Gas's service territory. For example, the following projects are moving forward: a new hospital, two local motels, a new dormitory for the local community college and a large expansion to a local museum. A new math/science high school opened in the fall. Corning Gas completed a project to provide service to a large asphalt plant in May 2012 and a farm complex in October 2012.

Corning Gas's management believes that one of its most promising growth opportunities for both revenues and margins is increasing connection with local gas production sources. Corning Gas completed a new pipeline to Marcellus Shale gas in Pennsylvania in 2009. This pipeline has significantly increased throughput and margins. In 2010 Corning Gas upgraded portions of Lines 4, 7 and 13 to increase its capacity to transport local production gas. Corning Gas has completed a compressor station that is working in conjunction with its pipeline upgrades to transport gas on Corning Gas's system and into the interstate pipeline system. Corning Gas has recently reactivated a major producer interconnect in New York State that increased revenues and margins in the quarter. Finally, Corning Gas has formed two joint ventures, Leatherstocking Gas Company, LLC and Leatherstocking Gas Pipeline Company, LLC, to pipe gas to areas of the northeast currently without gas service. Leatherstocking Pipeline is operational serving an asphalt plant in Pennsylvania while Leatherstocking Gas is expected to start serving customers in Susquehanna County, Pennsylvania in the fall of 2013. Corning Gas has contracts with Corning Incorporated and Woodhull Municipal Gas Company, a small local utility, to provide maintenance service on their gas lines.

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Corning Gas continues to focus on improving the efficiency of its operations and making capital investments to improve our infrastructure. Corning Gas's infrastructure improvement program has concentrated on the replacement of older distribution mains and customer service lines. In calendar 2012 Corning Gas exceeded its goals and replaced 9.2 miles of pipe and 432 services. Corning Gas has begun work on the systematic replacement of 7.5 miles of bare steel pipe and 350 bare steel services for 2013. Corning Gas will also construct approximately 5miles of new pipe to interconnect Corning Gas's Line 15 with Inergy Storage in the Town of Bath. Line 15 is the high pressure distribution main that provides gas supply to the Villages of Bath and Hammondsport and the Towns of Urbana and Bath, New York. In 2012, Corning Gas completed installation of new distribution lines to a local asphalt plant and large farm complex to assist them in fuel cost savings. Corning Gas will continue on its goal to end the calendar year with 10 or fewer repairable leaks remaining on its books.

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Utility operating revenues increased $1,221,832 in the three months ended March 31, 2013 and $1,897,738 for the six months ended March 31, 2013 compared to the same periods last year due to the rate increase that became effective in May 2012, more favorable regulatory amortizations and higher producer volumes. As of September 1, 2009, 100% of the fixed amount and 80% of the monthly volumetric charge due to Line 13 (Corning Gas's pipeline connecting Marcellus production in Pennsylvania to the rest of Corning Gas's distribution system) are now allocated to offset Corning Gas's costs of building the pipeline. As of fiscal year 2011, Corning Gas is recognizing the revenue and increasing the accumulated depreciation and depreciation expense instead of decreasing the plant account. Other revenue increased for this fiscal year to date compared to last year mainly because of the new reconciliation of contract customer target amounts. In fiscal 2012 our operating revenue decreased $3.4 million or 14.9% primarily due to lower gas costs (a pass through), decreased usage partially offset by the rate increase that became effective in May 2012 and more favorable regulatory amortizations. In 2011 our operating revenue increased $382,562, or 1.7%, primarily because of increased usage, local production revenues due to recognizing the revenue associated with offsetting our pipeline costs instead of offsetting plant and the estimated second stage rate increase accrual that partially offset unfavorable regulatory amortizations and reconciliations.

Corning Gas reconciles several accounts on an annual basis, two of the biggest being the RDM and Lost and Unaccounted For ("LAUF") incentive reconciliations. The RDM was reconciled for the first time in fiscal year 2011 to reflect the difference between actual delivery revenue and the target revenue filed with the NYPSC and resulted in a negative income impact in that year because Corning Gas had recorded revenues higher than the target. For the annual reconciliation of LAUF in December of 2012, Corning Gas had a benefit of $15,069 and in December of 2011, Corning Gas had a benefit of $43,044 that partially offset the reversal of $365,194 for the period ended December 2010.

The following tables further summarize other income on the operating revenue table:

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The following table summarizes Corning Gas's operating revenue:

Margin (the excess of utility operating revenues over the cost of natural gas purchased) percentage decreased slightly by .15% for the three months ended March 31, 2013 compared to the same period last year primarily because of less favorable GAC adjustments for the period that have been partially offset by the rate increase in May 2012 and lower gas prices. Margin increased by 1.5% for this fiscal year to date compared to last year primarily due to the rate increase and higher volumes sold. Our margin decreased $458,549 from fiscal 2012 to 2011 mainly due to decreased usage partially offset by the rate increase and new rate case reconciliations. Our margin increased $315,116 from fiscal 2010 to 2011 mainly due to increased usage, increased production revenues and accrual for the second stage rate increase granted as part of our last rate case partially offsetting unfavorable regulatory reconciliations.

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mainly due to increased property taxes and increased pension expense as determined in our 2009 rate order. Depreciation expense increased by $145,067 in this quarter compared to the same period in 2012 mainly due to increased utility plant depreciation as well as local production revenues which affect depreciation (see Revenue and Margin discussion above) offset by a monthly amortization adjustment to offset prior period over-depreciation as determined by the depreciation study ordered by the NYPSC. There was an increase of $202,640 in depreciation expense for the six months ended March 31, 2013 compared to last year for the same reasons. Depreciation increased by $219,505 from 2011 to 2012 due mainly to increased plant. Depreciation increased by $765,887 from 2010 to 2011 due to recognizing the revenue associated with offsetting our pipeline costs and increasing accumulated depreciation and depreciation expense instead of offsetting plant. Interest expense showed a decrease of $8,020 for the quarter and $15,536 for the year to date from fiscal 2013 to 2012 due to better interest rates offsetting new loan instruments in the period. The lower borrowings under the lines of credit in in both quarter and year to date also decreased interest expense for the periods compared to the prior year. There was an increase in interest expense of $76,581 for the year ended September 30, 2012 compared to the prior year because of new debt instruments. The decrease of $28,562 from the year ending September 30, 2010 compared to the same period in 2011 was mainly due to lower borrowings under the lines of credit.

Net income increased $366,390 for the quarter ended March 31, 2013 compared to the same period in 2012 due primarily to the rate increase, favorable regulatory amortizations and higher producer volumes. Net income increased $322,386 for the first six months of the fiscal year compared to last year for the same reasons. There was an increase of $2,733 in net income in fiscal 2012 from 2011 mainly due to the new rate increase, new rate case reconciliations, benefits from the settlement of the Barry lawsuits and income from joint ventures offsetting lower volumes sold due to warmer weather. There was a decrease in net income of $292,795 to $1.3 million mainly due to increased property taxes, depreciation and unfavorable regulatory reconciliations.

Capital expenditures are the principal use of internally generated cash flow. Capital expenditures have historically exceeded $4.0 million annually due to an infrastructure investment mandate in Corning Gas's recent rate orders from the NYPSC. In fiscal year 2013 to date, Corning Gas has spent approximately $2.9 million on projects and safety-related infrastructure improvements. This, in conjunction with Corning Gas's growth projects, creates liquidity pressure on Corning Gas. Corning Gas anticipates that its aggressive capital construction program will continue to require Corning Gas to raise new debt and/or equity in the future.

Internally generated cash from operating activities consists of net income, adjusted for non-cash expenses, and changes in operating assets and liabilities. Non-cash items include depreciation and amortization; gain on investment and deferred income taxes. Over or under-recovered gas costs significantly impact cash flow. In addition, there are significant year-to-year changes in regulatory assets that impact cash flow. Corning Gas's cash flow is seasonal. Out flows are the highest in the summer and fall months when Corning Gas refills gas storage and conduct its construction programs. Corning Gas's cash receipts are highest during the heating season.

Cash flows from financing activities consist of repayment of long-term debt, new long-term borrowing, borrowings and repayments under our lines-of-credit and equity issuances. For Corning Gas's consolidated operations, it has a $7.0 million revolving line of credit with an interest rate of the greater of 3.25% or 2.25% above the 30-day LIBOR. The amount outstanding under this line on March 31, 2013 was approximately $2.7 million with an interest rate of 3.25%. Borrowings outstanding under this line were $2,196,995, $4,178,784 and $5,140,649 at September 30, 2012, 2011 and 2010, respectively. The weighted average interest rates on outstanding borrowings during fiscal 2012, 2011 and 2010 were 3.35%, 3.78% and 4% respectively. Corning Gas's lender has a purchase money security interest in all its natural gas purchases utilizing funds advanced by the bank under the credit agreement and all proceeds of sale and accounts receivable from the sale of that gas. Corning Gas relies heavily on its credit lines to finance the purchase of gas that it places in storage.

Corning Gas has approximately $13.6 million in long term debt outstanding including current year installments as of March 31, 2013. Corning Gas repaid $594,263 in the first six months of fiscal 2013 consistent with the requirements of our debt instruments and refinancing activities. On September 30, 2012 Corning Gas had $14.1 million in long term debt outstanding and repaid $1.3 million during fiscal 2012 consistent with the requirements of our debt instruments and refinancing activities. On September 30, 2011 Corning Gas had $12.5 million in long term debt outstanding and repaid $1.1 million during fiscal 2011 consistent with the requirements of our debt instruments and refinancing activities.

On May 7, 2008, Corning Gas entered into a credit agreement with Manufacturers and Traders Trust Company to provide for a $6.0 million loan for the purpose of retiring a $3.1 million first mortgage and an unsecured senior note in the amount of $1.5 million. The remaining proceeds were used to fund construction projects related to furnishing natural gas within Corning Gas's service area. This loan was converted to a long term loan on October 16, 2008, with an interest rate of 5.96%. On March 4, 2010, the $6 million loan agreement with Manufacturers and Traders Trust Company was amended to increase the interest rate to 6.5% and to make other adjustments.

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On May 7, 2010, Corning Gas entered into a credit agreement with Community Bank N.A. for a $1.05 million promissory note at a fixed interest rate of 6.25% for the purpose of paying for the construction projects of the franchise located in the town of Virgil. This agreement gives Corning Gas's lender a security interest in all fixtures, equipment and inventory related to Corning Gas's franchise in the town of Virgil as well as the Rabbi Trust account. The note also required an equity contribution of $350,000 which was accomplished by the exercise of 24,000 stock options by Michael I. German, President and CEO, at $15.00 per share or $360,000. The agreement included the following covenants to be measured at each fiscal year end starting with the September 30, 2009 financial statement:

On March 10, 2011, the interest rate on this loan was modified from a fixed interest rate to a floating rate of one month LIBOR plus 2.75% with a floor rate of 4.5% and a ceiling rate of 6.25%. The interest rate was 4.5% as of March 31, 2013. Corning Gas is in compliance with the financial covenants in this debt instrument as of its annual measurement date on September 30, 2012.

In September 2010, Corning Gas entered into an agreement with Five Star Bank to provide $750,000 to fund construction of an upgrade to existing natural gas piping to serve increased gas demands on one of Corning Gas's main supply lines, including three Corning Incorporated plants. Interest is payable monthly at a fixed rate of 4.25% per annum and, unless sooner accelerated or demanded, the note was to mature on September 25, 2011. This note was refinanced with Five Star Bank on September 1, 2011 with the same terms. On August 13, 2012 the note was refinanced at a variable interest rate of prime rate plus 1.00% until July 30, 2013. Commencing July 30, 2013 and continuing until August 1, 2018, Corning Gas will pay principal and interest at a fixed rate equal to the prevailing Federal Home Loan Bank of New York Fixed Advance Rate as published five days prior to July 30, 2013, plus 3.75%. The interest rate at March 31, 2013 was 4.25%. The interest rate at September 30, 2012 and September 30, 2011 was also 4.25%.

On October 27, 2010, Corning Gas entered into a Multiple Disbursement Term Note with Manufacturers and Traders Trust Company in the amount of $1,865,000 to refinance construction costs originally financed through internally generated funds. The interest rate of this note is 5.76% and is payable monthly for five years calculated on a ten-year amortization schedule. A final payment equal to the outstanding principal and interest will be due on November 27, 2015, the maturity date.

On July 14, 2011, Corning Gas entered into a Multiple Disbursement Term Note and Credit Agreement in the amount of $2 million with Manufacturers and Traders Trust Company to fund construction projects in our NYPSC-mandated repair/replacement program for calendar year 2011. Until October 31, 2011, the note was payable as interest only at a rate of the greater of 3.50% above 30-day LIBOR or 4.25%. On November 1, 2011 the note converted to a permanent loan payable monthly for five years calculated on a ten-year amortization schedule with a variable rate, adjusting daily, based on the greater of 3.25% above 30-day LIBOR or 4.25%. The interest rate was 4.25% as of March 31, 2013 and September 30, 2012.

On July 27, 2012, Corning Gas entered into a Line of Credit Agreement and Term Loan Agreement in the amount of $2.45 million with Community Bank, N.A. to fund construction projects in Corning Gas's NYPSC mandated repair/replacement program for 2012. From July 27, 2012 to November 30, 2012 ("Draw Period"), the note will be payable as interest only at a rate of the greater of 3.00 percentage points above 30-day LIBOR or 3.75%. On November 30, 2012, the note converted to a permanent loan payable monthly for five years with the same interest rate calculated on a ten-year amortization schedule. A final payment will be due on the maturity date equal to the outstanding principal and interest.

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On August 13, 2012, Corning Gas entered into agreements with Five Star Bank pursuant to two Promissory Notes in the amount of $250,000 each. Each Note is payable monthly for five years at the fixed interest rate of 4.46% per annum. At that time, the Notes will have the option to be paid-in-full, refinanced or remain in place for an additional five years with a new effective rate established at that time. The purpose of these Notes is to fund construction of two major projects.

Corning Gas has no off balance sheet arrangements.

In February 2013, Corning Gas renewed its revolving line of credit for three months at an interest rate of the greater of 3.25% or the 30-day LIBOR plus 2.25%. The interest rate on this loan is adjusted monthly and was 3.25% at March 31, 2013. Corning Gas is in compliance with the financial covenants in this debt instrument as of March 31, 2013.

Corning Gas (through Corning Appliance Corporation) and Mirabito Holdings, Inc. each own 50% of Leatherstocking Gas and each appoint three managers to operate the new company. The seventh manager is a neutral manager agreed to by Corning Gas and Mirabito Holdings, Inc. who is not an officer, director, or employee of either company. The current managers are Joseph P. Mirabito, John J. Mirabito and William Mirabito from Mirabito Holdings, Inc.; Matthew J. Cook, Michael I. German and Russell S. Miller from Corning Gas; and Carl T. Hayden as the neutral manager. Joseph P. Mirabito and William Mirabito are stockholders and current board members of Corning Gas. Leatherstocking Gas has met with potential customers and public officials, as well as attended public hearings, and believes there is significant interest in acquiring gas service. Leatherstocking Gas has received franchises from the Village and Town of Sidney, Village and Town of Bainbridge, Village and Town of Windsor and Village and Town of Unadilla in New York. On November 23, 2011, Leatherstocking Gas filed for thirteen franchises in Susquehanna County, Pennsylvania. Leatherstocking Gas received the required approvals to serve in Pennsylvania in September 2012. In 2013, Leatherstocking Gas filed for two additional franchises in Pennsylvania. Leatherstocking Gas is in the development stage regarding the commencement of building facilities. Construction in Susquehanna County, Pennsylvania is expected to start in the second quarter of calendar 2013. Leatherstocking Gas anticipates that the construction costs will be approximately $2.5 million and plan to finance 60% of these costs with new debt instruments. The remainder will be contributed equally by Leatherstock Gas's two members. Corning Gas (through Corning Appliance Corporation) and Mirabito Holdings, Inc. each expect to invest $500,000 into the project. Additionally Leatherstocking Gas continues to be in discussions with municipal officials along the I-88 corridor in New York State. Leatherstocking Gas is still acquiring municipal utility franchises and intends to connect to existing and new gas production in the area. Leatherstocking Gas officials also intend to connect to the Constitution Pipeline which is a joint venture between Cabot Oil & Gas Corp., Williams Partners, LP and Piedmont Gas, and is scheduled to be operational in 2015.

On June 1, 2012, Leatherstocking Pipeline executed a natural gas transportation agreement with Pennsy Supply, Incorporated ("Pennsy"). Under the terms of the agreement Leatherstocking Pipeline connected Pennsy's Lawton asphalt facility to natural gas suppliers from the Williams Laser gathering line in the Township of Middleton in Susquehanna County, Pennsylvania. The natural gas interconnect was operational in August 2012.

Corning Gas's business is regulated by the NYPSC among other agencies.

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On November 17, 2010, Bath Electric Gas & Water Systems (BEGWS), a natural gas customer of Corning Gas, filed a petition with the NYPSC, in Case 10-G-0598 that claimed BEGWS was overbilled for gas by Corning Gas. BEGWS asserted that Corning Gas's meters registered 2.94% more gas than was actually delivered to BEGWS from 2004 through 2010. Based on its calculations, BEGWS has requested that the NYPSC order Corning Gas to refund approximately $1.2 million for overcharges and interest. Corning Gas conducted a comprehensive review of the BEGWS claim. Corning Gas installed new meters for BEGWS in 2009 and believes that those meters and the resulting bills have been accurate. On January 26, 2011, Corning Gas responded that its preliminary review of its billing data and gas cost reconciliation to the NYPSC shows that Corning Gas has already credited BEGWS the amount in the claim. In testimony filed by its consultants on July 8, 2011, BEGWS acknowledged receipt of the amount in the claim but raised new claims not in the original petition. BEGWS now asserts that Corning Gas owes it a refund of $345,747. Corning Gas contested the testimony filed on July 8, 2011. Corning Gas and BEGWS met with the NYPSC Staff on July 11, 2011, to discuss findings to date on the petition. No order has been issued by the NYPSC on this matter. The meter investigation associated with the petition is ongoing. BEGWS and Corning Gas met in Albany, New York, for a technical conference on May 15, 2013. The purpose of the meeting was to determine if any of the contested issues in this proceeding could be settled. The parties did not resolve any of the contested issues at the meeting, but agreed to continue settlement discussions. Currently, the Company does not believe that the BEGWS petition, whether it is granted or not, would have a material financial impact.

The NYPSC on January 25, 2011 acted on Corning Gas's second stage request in Case 08-G-1137. The amount of the second stage was estimated to be approximately $164,000. The actual amount of the second stage rate increase was $228,342 determined via a reconciliation process that covered September 2010 to August 2011. That amount was deferred and recovered via the Delivery Rate Adjustment in 2012.

On May 24, 2011, Corning Gas's filed Case 11-G-0280, a base rate case that requested an increase in revenues of $1,429,281 (or 6.63% on an overall bill rate basis) in the 12 months ending April 30, 2013, (the Rate Year) and by the same dollar amount in the two succeeding 12-month periods (ending April 30, 2014, and April 30, 2015). On January 13, 2012 Corning Gas, the staff of the NYPSC and other intervenor parties filed a Joint Proposal (the "Proposal") with the NYPSC to resolve all issues in the rate case. The Proposal provided for revenue increases to Corning's rates in the first year (May 1, 2012 to April 30, 2013) of $944,310; in year two (May 1, 2013 to April 30, 2014) of $899,674; and in year three (May 1, 2014 to April 30, 2015) of $323,591. The Proposal also provided Corning Gas the opportunity to earn $545,284 from local production before sharing, a 118% increase from the $250,000 allowed previously. The Proposal also provided for property tax reconciliation, treatment of future local production investment, cost allocations to Corning Gas's new Leatherstocking operations, consolidation of the three divisional rate tariffs into a single rate tariff and recovery of forecasted capital and operation and maintenance costs for the period May 1, 2012 to April 30, 2015. The rates are based on a 9.5% return on equity. The cumulative potential revenue increases over the three years total $4,955,869. On April 20, 2012 the NYPSC issued a final order in the case accepting the Proposal, with rates effective May 1, 2012. In the order the NYPSC directed Corning Gas and the other parties to the case, including Staff, to collaborate on a code of conduct for Corning Gas and its affiliates. This code of conduct was contemplated to be used until a more comprehensive code of conduct is established in conjunction with the establishment of a holding company structure for Corning Gas and its affiliates, as requested in Case 12-G-0141 discussed below. As a result of the collaborative process, nearly all issues concerning the code of conduct were resolved. The major exception is a difference between Corning Gas and Staff regarding the extent to which Company employees can be made available to perform services on behalf of affiliates. Except for certain officers who are permitted to carry out functions on behalf of Leatherstocking Gas, Staff argued that no distribution company employees should be made available. Corning Gas, on the other hand, asserted that other employees can and should be used in affiliate operations. The affiliate would be charged for their services on fully loaded basis. On October 19, 2012, the NYPSC issued an order adopting affiliate standards that prohibited the sharing of distribution company employees other than specified officers with Corning affiliates. Pursuant to that order, these standards are to remain in place unless and until replaced or modified in the proceeding on Corning Gas's request to establish a holding company structure (Case 12-G-0141). On November 19, 2012, Corning Gas filed a petition requesting clarification or rehearing of the October order. The clarification petition was withdrawn upon approval of the NYPSC Settlement Agreement filed in Case 12-G-0141 and 11-G-0417, discussed below. The second year rate increase of $899,674 provided for in Case 11-G-0280 became effective on May 1, 2013.

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On August 8, 2011, Corning Gas and Mirabito Holdings, Inc. ("MHI") filed a joint petition requesting that the NYPSC authorize the acquisition by MHI of up to 15 percent of Corning Gas's voting capital stock. The petition was submitted pursuant to a provision of the New York Public Service Law (Section 70) that requires NYPSC authorization for acquisitions in excess of 10 percent of such stock of a utility. Pursuant to a NYPSC Notice Consolidating Proceedings and Scheduling Procedural Conference issued August 16, 2012, this proceeding, designated Case 11-G-0417, was consolidated with Case 12-G-0141, discussed below, in which Corning Gas sought authorization to form a holding company. The NYPSC Settlement Agreement, approved by the NYPSC on May 17, 2013, in the consolidated proceedings discussed below, approved the stock purchase.

On February 8, 2012, Corning Gas filed a petition in Case 12-G-0049 requesting authorization to issue $12,650,000 in debt and $12,650,000 equity to support the utility infrastructure and growth programs ($20,950,000), Leatherstocking ($1,800,000) and non-utility investments ($2,500,000). As a result of discussions with the NYPSC, Corning Gas requested that the petition be bifurcated and that the NYSPC immediately review and approve that portion of the petition's funding request pertaining to Corning Gas's gas distribution system. On May 17, 2012, the NYPSC acted on the petition. Corning Gas was authorized to issue long-term debt up to $9,000,000 and authorized to issue common stock, convertible preferred stock and stock warrants up to $9,000,000, no later than December 31, 2016.

On March 26, 2012, Corning Gas filed a petition with the NYPSC in Case 12-G-0141 requesting authority to reorganize into a holding company structure. Corning Gas is one of the few energy utilities in New York State that does not have a holding company structure. Corning Gas has concluded that the absence of such a structure, and particularly not having the flexibility it affords for financing, is inhibiting the raising of capital. The petition includes a request to use up to $1 million to fund initial construction of Leatherstocking Gas Company, LLC facilities to permit exercise of recently granted franchises for its distribution system in Pennsylvania. By a notice issued by the NYPSC on August 16, 2012, this proceeding was consolidated with Case 11-G-0417 pertaining to the acquisition of stock by MHI. On December 21, 2012, the Administrative Law Judge assigned to these two proceedings issued a schedule for the filing of testimony, the conduct of hearings and the filing of briefs. Subsequently, Corning Gas and the NYPSC Staff that, based on exploratory discussions, it appeared that some or all of the issues in these proceedings could be settled. A settlement between the DPS Staff and Corning Gas was reached and filed on March15, 2013.

On May 6, 2013, Corning Gas and the Article 6 Marital Trust under the First Amended and Restated Jerry Zucker Revocable Trust dated April 2, 2007 (the "Zucker Trust") filed a joint petition requesting that the NYPSC issue a declaratory ruling that the Zucker Trust is not subject to a provision of the New York Public Service Law (Section 70(4)) that precludes certain entities from purchasing or holding more than 10 percent of the voting capital stock of a New York utility without authorization from the NYPSC. In the alternative, Corning Gas and the Zucker Trust have requested that the NYPSC authorize the Zucker Trust to purchase and hold up to 15 percent of Corning Gas's voting capital stock.

On May 17, 2013, the NYPSC adopted the NYPSC Settlement Agreement, which authorizes the formation of a holding company; places certain restrictions on the members of Corning Gas's Board of Directors and officers designed to avoid conflicts of interest; eases some of the restrictions on employee sharing between regulated and unregulated operations; implements a series of measures designed to limit exposure of customers of the regulated utility to risk from unregulated business units; provides for sharing of revenues from unregulated operations in the regulated utility's service area and use of regulated facilities in furtherance of unregulated operations; provides for withdrawal of Corning Gas's November 19, 2012 petition for clarification or rehearing in Case 11-G-0280 (which withdrawal has occurred); authorizes the stock acquisition for which approval was sought in Case 11-G-0417; and authorizes the use of $1 million in funds derived from the rendition of service as a loan to Leatherstocking Gas to permit construction of its new facilities in Pennsylvania and New York. The NYPSC's order adopting the Joint Proposal also included: (a) an express provision that the costs of the formation of the holding company should not be incurred by Corning Gas's ratepayers; (b) elimination of certain language in the Joint Proposal the NYPSC regarded as restricting its right to audit books and records; and (c) a commitment by Corning Gas to retain headquarters of the LDC in the service territory.

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Corning Gas's significant accounting policies are described in the notes to the Consolidated Financial Statements in Corning Gas's Form 10-K for the year ended September 30, 2012, filed on December 28, 2012. It is important to understand that the application of generally accepted accounting principles involves certain assumptions, judgments and estimates that affect reported amounts of assets, liabilities, revenues and expenses. Thus, the application of these principles can produce varying results from company to company. The most significant principles that impact us are discussed below.

Corning Gas records revenues from residential and commercial customers based on meters read on a cycle basis throughout each month, while certain large industrial and utility customers' meters are read at the end of each month. Corning Gas does not accrue revenue for gas delivered but not yet billed. Corning Gas does not currently anticipate adopting unbilled revenue recognition and it does not believe it would have a material impact on financial results. Corning Gas's tariffs contain mechanisms that provide for the recovery of the cost of gas applicable to firm customers, which includes estimates. Under these mechanisms, Corning Gas periodically adjusts rates to reflect increases and decreases in the cost of gas. Annually, Corning Gas reconciles the difference between the total gas costs collected from customers and the cost of gas. Corning Gas defers any excess or deficiency and subsequently either recover it from, or refund it to, customers over the following twelve-month period. To the extent estimates are inaccurate; a regulatory asset on the balance sheet is increased or decreased.

All of Corning Gas's business is subject to regulation by the NYPSC. Corning Gas records the results of its regulated activities in accordance with FASB ASC 980, which results in differences in the application of generally accepted accounting principles between regulated and non-regulated businesses. FASB ASC 980 requires the recording of regulatory assets and liabilities for certain transactions that would have been treated as revenue and expense in non-regulated businesses. In certain circumstances, FASB ASC 980 allows entities whose rates are determined by third-party regulators to defer costs as "regulatory" assets in the balance sheet to the extent that the entity expects to recover these costs in future rates. Management believes that currently available facts support the continued application of FASB ASC 980 and that all regulatory assets and liabilities are recoverable or refundable through the regulatory environment.

The amounts reported in Corning Gas's financial statements related to pension and other post-retirement benefits are determined on an actuarial basis; therefore, certain assumptions are required to calculate those amounts. These assumptions include the discount rate, the expected return on plan assets, the rate of compensation increase and, for other post-retirement benefits, the expected annual rate of increase in per capita cost of covered medical and prescription benefits. Changes in actuarial assumptions and actuarial experience could have a material impact on the amount of pension and post-retirement benefit costs and funding requirements. Please refer to Note 3 - Statement of Other Comprehensive Income (Loss) in the Notes to the Financial Statements for further disclosures. However, Corning Gas expects to recover its entire net periodic pension and other post-retirement benefit costs attributed to employees in accordance with the applicable NYPSC authorization. Corning Gas's pension expense for financial reporting purposes is the amount approved by the NYPSC in Corning Gas's last base rate case. Those amounts are $970,000, $1,285,000 and $520,000 for the periods beginning May 1, 2012, September 1, 2009 and January 1, 2008, respectively. Corning Gas on a monthly basis (1/12 of the annual amount) accrues the amount determined by the latest actuarial estimate of its FASB ASC 715 liability. Corning Gas then compares the FASB ASC 715 amount to the monthly pension allowance approved by the NYPSC. The difference is recorded to expense (plus or minus) in order to match the pension expense included in base delivery rates by order of the NYPSC noted above. The amount (plus or minus) required to match the pension expense allowed by the NYPSC is recorded as either a regulatory asset or liability and is deferred for subsequent rate consideration.

None.

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Corning Gas's exposure to interest rate risk arises from borrowing under short-term debt instruments. As of March 31, 2013, these instruments consisted of bank credit line borrowings outstanding of approximately $2.7 million. The interest rate (the greater of 3.25% or the 30-day LIBOR plus 2.5%) on this line was 3.25% at March 31, 2013. The maximum annual impact of a 1% rate increase would be $70,000.

The Directors of Corning Gas will also become directors of the Holding Company when the Holding Company Proposal is implemented and will serve as the directors/Directors of both companies, subject to re-nomination and re-election by the shareholders annually. In the future, the Directors of Corning Gas and the directors of the Holding Company may or may not be the same persons.

It is expected that the majority of the Holding Company officers will initially also be officers of Corning Gas or one or more other subsidiaries of the Holding Company and that the Holding Company will have few employees. In the future, the Holding Company may employ additional officers and employees.

The following persons currently serve as members of the Board of Directors of Corning Gas and will also serve on the Holding Company' Board of Directors. The names, ages, positions, business experience and principal occupations and employment of each director nominee is provided below. Each director serves for a one year term.

Henry B. Cook, Jr. is the Chairman of the Board of Directors and has served as a director since May 2007. Mr.Cook is also a director of Corning Appliance Corporation. He is the President of Triple Cities Acquisition, LLC, a heavy truck parts and vehicle dealer, and Roadwolf Transportation Products, LLC, an importer of heavy duty truck parts. He is not related to Matthew J. Cook, Corning Gas's Vice President - Operations. Mr.Cook has exhibited his expertise in the development and management of the business of those two companies. The business experience, together with the expertise about Corning derived from his years of service on the Board and leadership as Chairman of the Board led the Board of Directors to conclude that Mr.Cook has the judgment and skills desired for continued service on the Board.

Michael I. German has served as Corning Gas's Chief Executive Officer, President and director since December 2006. Mr.German also serves as the President of Corning Appliance Corporation. Prior to joining Corning, he was Senior Vice President, utility operations for Southern Union Company from 2005 to 2006 where he was responsible for gas utility operations in Missouri, Pennsylvania, Rhode Island and Massachusetts. From 1994 to 2005, Mr.German held several senior positions at Energy East Corporation, a publicly-held energy services and delivery company, including President of several utilities. Mr.German is a board member of the Northeast Gas Association and several non-profit organizations. Mr.German's role as President and Chief Executive Officer responsible for Corning's day-to-day operation and its significant strategic initiatives, as well as his extensive experience in utility and public company operations, led the Board to conclude that Mr.German should continue to service as a Director.

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Ted W. Gibson has been a director since November 2006. Mr.Gibson is also a director of Corning Appliance Corporation. He serves as the Chief Executive Officer of Classic City Mechanical, an underground utility business. Mr.Gibson is also a corrosion specialist in the National Association of Corrosion Engineers and a graduate of the Georgia Institute of Technology - Mechanical Engineer. Mr.Gibson previously served as a United States Marine Corps Captain, and is a Vietnam veteran. He is an inspector for the Nevada State Boxing Commission. Mr.Gibson's professional background and extensive experience with pipelines and other underground utilities, his business and management expertise in his service as a Chief Executive Officer of Classic City Mechanical, his knowledge of the business of Corning and contributions during his years of service on the Board of Directors, led the Board of Directors to conclude that Mr.Gibson has the skills desired for continued service on the Board.

Joseph P. Mirabito has been a director since November 2010. He was President of Mirabito Fuel Group from 1986 to 1998. He has also served as President of Granite Capital Holdings, Inc. from 1998 to 2009 and Chief Executive Officer of Mirabito Holdings, Inc. since 2009. He serves on several professional and civic boards in the central New York region. Mr.Mirabito's business and corporate management experience in the energy delivery businesses where he serves as the Chief Executive Officer, his knowledge of the local communities in Central New York served by those businesses and commitment to the growth of Corning as a significant shareholder, as well as his prior experience in advising and serving on the board and committees of Wilbur Bank Corporation, led the Board of Directors to conclude that Mr.Mirabito has the skills, connections and experience desired for continued service on the Board. Joseph Mirabito is the cousin of William Mirabito, who is also a director of Corning Gas.

William Mirabito has served as a director since November 2010. He is currently President of Mang Insurance Agency and Vice President of Mirabito Holdings, Inc. He is also the chairperson of the audit committee for Mirabito Holdings, Inc. In addition to serving as a board member of the Fox Hospital in Oneonta, New York, he also serves on its finance committee. He is also a board member of the Oneonta City School District and the State University of Oneonta Foundation. Mr.Mirabito's business and management experience as President of Mang Insurance Agency and Vice President of Mirabito Holdings, Inc., his commitment to the growth of Corning as a significant shareholder, as well as his experience in advising and serving on the board and committees of Fox Hospital, the Oneonta City School District and the State University of Oneonta Foundation led the Board of Directors to conclude that Mr.Mirabito has the skills and experience desired for continued service on the Board. William Mirabito is the cousin of Joseph Mirabito, who is also a director of Corning Gas.

George J. Welch has served as a director since May 2007. Mr.Welch is also a director of Corning Appliance Corporation. He is a partner in the law firm of Welch & Zink in Corning, New York. Mr.Welch's practice concentrates on business transactions and real estate. He is currently an active director and member of many regional organizations, including a local economic development organization, a community foundation and PaneLogic, Inc., a provider of control system integration services. Mr.Welch's extensive experience as a business and real estate lawyer, his knowledge of the communities served by Corning from advising and serving on the board and committees of community and economic development organizations as well as other businesses, led the Board to conclude that he should continue to serve as a Director.

John B. Williamson III has served as a director since November 2010. Mr.Williamson is also a director of Corning Appliance Corporation. Since 2003, Mr.Williamson has served as Chairman, President and Chief Executive Officer of RGC Resources, Inc., a $100 million energy distribution and services holding company. He served as Director, President and Chief Executive Officer of RGC Resources from 1999 to 2003. In addition, he serves as a director of Botetourt Bankshares, Inc., Optical Cable Corporation and Luna Innovations Corporation. Mr.Williamson received an MBA from the College of William and Mary and a BS from Virginia Commonwealth University. Mr.Williamson's experience as the Chairman, President and Chief Executive Officer of an energy distribution and services company, as well as his experienced in advising and serving on the boards and committees of other corporations, resulting in his broad understanding of the operational, financial and strategic issues that businesses generally and utilities face, led the Board to conclude that he should continue to serve as a Director.

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The names, ages, positions and certain other information concerning Corning Gas's current executive officers and significant employees is set forth below.

* Biographical information for Mr. German can be found under "MANAGEMENT OF CORNING GAS - Directors and Officers - Board of Directors"

Firouzeh Sarhangi was appointed as Chief Financial Officer and Treasurer of Corning in 2006. Ms.Sarhangi also serves as Treasurer of Corning Appliance Corporation. From February 2004 until her appointment as Chief Financial Officer of Corning Gas, she served as Vice President - Finance of Corning Gas. Previously, she was President of Corning Gas's Tax Center International ("TCI") subsidiary, a company she founded and operated until Corning purchased TCI in 1998. Ms. Sarhangi has thirty years of public accounting experience.

Stanley G. Sleve joined Corning Gas and has served as Vice President since 1998. He has served as Corporate Secretary since 2006 and as Vice President - Administration since 2007. Mr. Sleve oversees corporate operations including customer service, facilities management, human resources, information technology and community relations. Mr. Sleve also serves as Secretary of Corning Appliance Corporation. Mr. Sleve served as the chairman of the board of directors of the Corning Area Chamber of Commerce for the past two years and now serves as a member of the Executive Committee and the Government Affairs Committee of the Chamber Board. He also serves on the Chemung County Chamber of Commerce Public Affairs Committee.

Matthew J. Cook joined Corning in February 2008 as Vice President - Operations. Mr. Cook has 14 years of natural gas utility experience. From 2000 until joining Corning Gas, Mr. Cook was employed by Mulcare Pipeline Solutions, a supplier of products and services to the natural gas industry, in various position including sales manager and technical specialist. Previously, Mr. Cook served as operations engineer and gas engineer of New York State Electric and Gas. He is not related to Corning Gas's director, Henry B. Cook, Jr. Mr. Cook also serves as Vice President of Corning Appliance Corporation and as a director on the boards of Leatherstocking Gas and Leatherstocking Pipeline.

Russell S. Miller rejoined Corning Gas as director of gas supply and marketing in June 2008 and was appointed as Vice President - Gas Supply and Marketing in December 2009. Mr. Miller also serves as Vice President of Corning Appliance Corporation. From 1987 through 2004 he was employed by us in various positions including Vice President - Operations, gas supply manager and mapping technician. From 2004 through 2006 he was employed as an industrial account manager for Sprague Energy Corp., a company located in Portsmouth, New Hampshire. From 2006 until rejoining Corning, he was employed by IBM as energy distribution manager where he managed a team of energy buyers. Mr. Miller also serves as a director on the boards of Leatherstocking Gas and Leatherstocking Pipeline.

Corning Gas (through Corning Appliance Corporation), in 50/50 joint ventures with Mirabito Regulated Industries, LLC formed Leatherstocking Gas and Leatherstocking Pipeline. Mr. Joseph P. Mirabito and Mr.William Mirabito are officers, directors and are 20% and 21% shareholders, respectively, of Mirabito Holdings, Inc., a sister company of Mirabito Regulated Industries. Mirabito Holdings, Inc. holds approximately 8% of Corning Gas's outstanding Common Stock. They are also on the board of Leatherstocking Gas and Leatherstocking Pipeline. Corning Gas and Mirabito Regulated Industries invested $105,000 each in fiscal 2012 into Leatherstocking Gas. Corning Gas also invested $1,000 into Leatherstocking Pipeline in fiscal 2012 to open a checking account. Corning Gas paid a total of $11,450 to Mr. Welch for services during the fiscal year ended September 30, 2012.

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The board of directors has determined and confirmed that each of Mr. Cook, Mr. Gibson, Mr. Joseph Mirabito, Mr. William Mirabito, Mr. Welch and Mr. Williamson do not have a material relationship with Corning Gas that would interfere with the exercise of independent judgment and are independent as defined by the applicable laws and regulations and the listing standards of the New York Stock Exchange.

Corning Gas's compensation committee is comprised of Mr. Joseph Mirabito, the committee's chairman, Mr. Gibson and Mr. Williamson. The committee met twice last fiscal year to recommend salaries and report those recommendations to the full board for approval.

No officers or employees of Corning Gas served on the compensation committee. Mr. German meets with the compensation committee at their request and makes recommendations with respect to the compensation of other officers. Mr. Mirabito is an officer, director and shareholder of a company that has entered into a joint venture with Corning Gas. There are no interlocks between Corning Gas's compensation committee and officers and those of any other company.

The following table summarizes the compensation paid by Corning Gas to its chief executive officer, chief financial officer, and Corning Gas's most highly compensated executive officers.

Pursuant to his employment agreement dated November 30, 2006, Mr. German serves as president and chief executive officer of Corning Gas for a period of three years, with an automatic renewal for successive one year periods thereafter. Mr. German received 75,000 options to purchase Common Stock of Corning Gas for a price of $15.00 per share under the Stock Plan pursuant to the terms of the agreement. The employment agreement provides termination payments to Mr. German as follows:

• If Mr. German terminates his employment for Good Reason (as defined in the employment agreement - generally a decrease in title, position or responsibilities, a decrease in salary or bonus or a reduction in benefits), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary.
• If Mr. German's employment is terminated without cause, then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to his then current annual salary.
• If Mr. German's employment is terminated for a Change in Control (as defined in the employment agreement), then he will receive compensation and benefits until the effective date of his termination, plus a severance package equal to three times his then current annual salary.

The employment agreement also contains standard confidentiality, non-competition and non-solicitation provisions for a period including Mr. German's employment and the twelve months immediately following the date of the termination of his employment.

Corning Gas provides competitive welfare and retirement benefits to its executive officers as an important element of their compensation packages. Corning Gas's executives receive medical and dental coverage, life insurance, disability coverage and other benefits on the same basis as its other employees. Corning Gas's executives are also eligible to participate in its employee savings and pension plans.

All employees of Corning Gas who work for more than 1,000 hours per year and who have completed one year of service may enroll in the savings plan at the beginning of each calendar quarter. Under the savings plan, participants may contribute up to 50% of their wages. Corning Gas matches one-half of the participant's contributions up to a total of 3% of the participant's wages. Matching contributions vest in the participants' accounts at a rate of 20% per year and become fully vested after five years. All participants may select one of ten investment plans, or a combination thereof, for their account. Distribution of amounts accumulated under the savings plan occurs upon the termination of employment or death of the participant. The savings plan also contains loan and hardship withdrawal provisions.

Corning Gas maintains a defined benefit pension plan, the Retirement Plan for Salaried and Non-Union Employees of Corning Natural Gas Corporation, that covers substantially all of its employees. Corning Gas makes annual contributions to the plan equal to amounts determined in accordance with the funding requirements of the Employee Retirement Security Act of 1974. The benefit payable under the pension plan is calculated based upon the employee's average salary for the four years immediately preceding his or her retirement. As defined in the plan, the normal retirement age is 62. The compensation covered by the pension plan includes only base salary, identified in the summary compensation table as "salary."

The following table summarizes information with respect to the stock options held by Corning Gas's most highly compensated executive officers as of the end of the past fiscal year.

Page 48.

On December 15, 2009, the Board of Directors agreed to increase the compensation for all Board members from 150 shares of Corning Gas restricted Common Stock for each quarter of service as a Director to 250 shares of Corning Gas restricted Common Stock for each quarter of service as a Director. The shares awarded become unrestricted upon a Director leaving the Board. Directors who also serve as officers of Corning Gas are not compensated for their service as Directors. The Directors' quarterly compensation was adjusted to 375 restricted shares in April 2011 due to the one for two stock dividend distributed by Corning Gas. Since these shares are restricted, Corning Gas has discounted the value of these shares at a rate of 25% less than the closing price of the stock on the day awarded. On November 9, 2010, Directors were issued compensatory shares for service from July 2010 through September 2010, on April 29, 2011, shares were issued for service for the quarters ended December 31, 2010 and March 31, 2011; and on February 22, 2012, shares were issued for service for the quarters ended June 30, 2011, September 30, 2011 and December 31, 2011. Directors received compensatory shares for service for quarters ended March 31, 2012, June 30, 2012 and September 30, 2012. Information regarding shares of restricted stock awarded to Directors in the fiscal year ended September 30, 2012, is summarized below, at the amount recognized for financial statement reporting purposes in accordance with FASB ASC 718 (formerly SFAS No. 123(R)).

The Holding Company was incorporated as Corning Natural Gas Holding Corporation under the laws of New York on July 19, 2013. The Holding Company was formed to acquire Corning Gas's Common Stock and to engage in business as a public utility holding company. Copies of the Holding Company's Certificate of Incorporation and by-laws are attached to this Proxy Statement/Prospectus as Exhibit A and Exhibit B, respectively, and will become effective upon completion of the Share Exchange.

The Holding Company is currently a non-operating entity. Upon the completion of the Share Exchange, Corning Gas will become a wholly-owned subsidiary of the Holding Company, and each shareholder of Corning Gas will become a shareholder of the Holding Company with substantially the same proportional ownership interest therein as they presently hold in Corning Gas.

Immediately after completion of the Share Exchange, it is expected that the Holding Company will not engage in any business activity other than to hold all of the stock of Corning Gas. The Holding Company does not presently have any arrangements or understandings regarding any acquisition or merger opportunities. It is anticipated, however, that the Holding Company may, in the future, pursue other investment opportunities, including possible diversification through acquisitions and mergers, although no such transaction is contemplated at this time.

The NYPSC Settlement Agreement, if approved, authorizes a holding company structure for Corning Gas. With certain exceptions, it limits the dividends that Corning Gas can pay to not more than a defined percentage of regulated net income, based on the maintained ratio of common equity. See "DESCRIPTION OF HOLDING COMPANY CAPITAL STOCK - Dividends" at page 55. Without further NYPSC approval, Corning Gas is prohibited from making loans in excess of an initially authorized $1 million loan to either the Holding Company or Leatherstocking Gas, or guaranteeing the obligations of the Holding Company or any other subsidiary of the Holding Company, or pledging its assets as security for the indebtedness of the Holding Company or any affiliate of the Holding Company. Corning Gas and the Holding Company's other subsidiaries must operate as separate entities, and transfers of assets, services and information between Corning Gas and its affiliates are subject to certain restrictions. With limited exceptions, Corning Gas and the Holding Company's other subsidiaries must have separate operating employees, and non-administrative operating officers of Corning Gas may not be operating officers of any of the Holding Company's other subsidiaries. Transfers of employees from Corning Gas to the Holding Company's other subsidiaries are also restricted.

For additional information about the NYPSC Settlement Agreement, see "THE HOLDING COMPANY PROPOSAL - The NYPSC Settlement Agreement" beginning at page 26.

When the Holding Company Proposal is implemented, holders of Corning Gas Common Stock will become holders of Holding Company Common Stock, and their rights will be governed by Holding Company's Certificate of Incorporation and by-laws rather than Corning Gas's Restated Certificate of Incorporation and by-laws. Approval of the Holding Company Proposal by the holders of the Common Stock will also be considered approval and ratification of the Holding Company's Certificate of Incorporation. Corning Gas may amend the Holding Company's Certificate of Incorporation at any time prior to implementation of the Holding Company Proposal. See "THE HOLDING COMPANY PROPOSAL - Amendment or Termination" at page 28. References in this Proxy Statement/Prospectus to the Holding Company's Certificate of Incorporation and by-laws are qualified in their entirety by reference to the forms thereof that are included as Exhibits B and C, respectively, to this Proxy Statement/Prospectus.

Page 50.

Under the Holding Company's by-laws, written notice of any proposal to be presented by any stockholder or any person to be nominated by any stockholder for election as a director must be received by the Secretary of the Holding Company at the principal executive offices of the Holding Company not fewer than 70 nor more than 90 days prior to the anniversary of the preceding year's annual meeting (the anniversary date for the Holding Company's first annual meeting will be deemed to be April 16, 2014); provided, however, that if the date of the annual meeting as first publicly announced or disclosed (in a public filing or otherwise) is less than 80 days prior to the date of the meeting, such notice shall be given not more than ten days after such date is first so announced or disclosed.

These advance notice by-laws provisions are intended to provide an orderly process for stockholder action and provide the Holding Company's Board of Directors with a meaningful opportunity to consider a proposal or director nomination by a stockholder and, to the extent deemed necessary or desirable by the Board, inform all of its shareholders of any recommendation of the Board. The provisions may provide sufficient time for the Holding Company to institute litigation or take other steps to respond to a stockholder proposal, or to prevent the proposal from being acted upon, if such response or prevention is thought to be necessary or desirable. The provisions for advance notice of director nominations may inhibit shareholders who do not have any intention of controlling the Holding Company or the Holding Company's Board of Directors from participating in the nomination process for directors; such provisions may also provide sufficient time for the Holding Company to institute litigation or take other steps to prevent the nominee from being elected or serving if such prevention is thought to be necessary or desirable.

Section912 of the NYBCL applies to Corning Gas and will apply to the Holding Company following implementation of the Holding Company Proposal. Section912 prohibits a "business combination" (as defined in Section912, generally including mergers, sales and leases of assets, issuances of securities and similar transactions) by a company or its subsidiary with an "interested stockholder" (as defined in Section912, generally the beneficial owner of 20% or more of Corning Gas's Common Stock) within five years after the person or entity becomes an interested stockholder, unless prior to the person or entity becoming an interested stockholder, the business combination or the transaction pursuant to which the person or entity became an interested stockholder is approved by Corning Gas's board of directors. After five years, the business combination may be consummated only if approved by the holders of a majority of the outstanding stock of Corning Gas entitled to vote thereon, excluding shares held by the interested stockholder, at a meeting called for the purpose, or pursuant to a stringent "fair price" formula.

Under Section70 of the NYPSL, unless authorized by the NYPSC, no electric or gas corporation, such as Corning Gas, may directly or indirectly acquire the stock or bonds of any other corporation incorporated for, or engaged in, the same or a similar business, or proposing to operate or operating under a franchise from New York State or any other state or any other municipality. In general, various entities, including individuals and corporations other than a gas corporation or electric corporation or street railroad corporation may not purchase or acquire, take or hold, more than 10% of the voting capital stock of any electric or gas corporation organized or existing under or by virtue of the laws of New York except with the consent of, and subject to the terms and conditions set by, the NYPSC. No consent may be given by the NYPSC to any such acquisition unless it has been shown that the acquisition is in the public interest.

Page 51.

Under Corning Gas's current plans, the Holding Company will have one or more subsidiaries in addition to Corning Gas: Corning Appliance Corporation and, the 50% interests in the two Leatherstocking JV Companies.

Under Section107 of the NYPSL, Corning Gas must obtain the NYPSC's approval before it may loan money to or invest in any business other than its own utility business. If the NYPSC Settlement Agreement is approved, Corning Gas will be permitted to loan up to $1 million to the Holding Company or Leatherstocking Gas. The Holding Company will not be subject to Section107 of the NYPSL. The Holding Company may also establish other subsidiaries to engage in competitive businesses.

The subsidiaries of the Holding Company, other than Corning Gas, may encounter competitive and other business factors and different, and perhaps greater, investment risks than those involved in the utility business of Corning Gas. There can be no assurance that these subsidiaries will be successful, or if unsuccessful, that they will not have an adverse effect on the Holding Company. In any event, because the Leatherstocking JV Companies are joint ventures with Mirabito Regulated Industries, LLC, the Holding Company will not have sole control over when the Leatherstocking JV Companies make distributions to their owners or the amount of any distributions.

As of the date of this Proxy Statement/Prospectus, the Holding Company has only limited assets and liabilities, and no significant business or operating history. In management's opinion, presentation of Holding Company only historical financial data would be immaterial and of no meaningful value to an analysis of this transaction, and therefore has been omitted.

The consolidated assets and liabilities of the Holding Company and its subsidiaries (including Corning Gas) immediately after the Share Exchange will be the same as the consolidated assets and liabilities of Corning Gas and its subsidiaries (including the Holding Company) immediately before the Share Exchange. The Holding Company, on an unconsolidated basis, will record its investment in Corning Gas and in any subsidiaries transferred by Corning Gas to the Holding Company (including Corning Appliance Corporation and the interest in the Leatherstocking JV Companies) at their net book value. The Share Exchange will result in the Holding Company becoming the owner of all the outstanding shares of Corning Gas Common Stock.

Upon completion of the Reorganization, the Holding Company's assets (on a parent-only basis) will consist solely of its investment in the Common Stock of Corning Gas, Corning Appliance Corporation and the Leatherstocking JV Companies, and, assuming no dissenters' rights are exercised, the Holding Company's shareholders' equity will equal the shareholders' equity of the Bank immediately prior to the Reorganization.

The Holding Company is not initially expected to own or lease real or personal property. Instead, it intends to use the premises, equipment and furniture of Corning Gas without the direct payment of any rental fees to Corning Gas.

The Holding Company has not, since its organization, been a party to any legal proceedings.

At the present time, the Holding Company does not intend to employ any persons other than its unpaid executive officers, all of whom are employees of Corning Gas. Instead, the Holding Company will rely on the management and support staff of Corning Gas from time to time. Under the Gas Rates Joint Proposal, 5% of the salaries of four executive officers of Corning Gas was allocated to unregulated affiliate activity. In the event that such activity should require additional time of these officers, the incremental expense will be excluded from operating expenses for purposes of prospective rate setting and for purposes of calculating excess earnings under the Gas Rates Joint Proposal. Thus, if Corning Gas is in an excess earnings position, the incremental expense associated with the allocation of additional costs to unregulated affiliate activity will be deferred for the benefit of customers. Under the NYPSC Settlement Agreement as approved by the NYPSC on May 17, 2013, two clerical accounting employees of Corning Gas are permitted to provide services to unregulated affiliates on a fully allocated cost basis at up to a combined 5% of their time. No other administrative or operating employees of Corning Gas are permitted to perform services, other than in emergency circumstances, for unregulated affiliates.

Page 52.

It is expected that, in the immediate future, the primary business of the Holding Company will be the ownership of the Corning Gas Common Stock. Therefore, the competitive conditions to be faced by the Holding Company will be the same as those faced by Corning Gas.

The Holding Company's Certificate of Incorporation and by-laws provide for a board of directors between three (3)and nine (9)members, with the initial number being seven (7)directors.

The Holding Company's directors are elected at the annual shareholders meeting. The Holding Company's board is not classified, meaning that the directors are elected every year for terms expiring at the next annual meeting of shareholders.

The initial Directors of the Holding Company will be all of the current Directors of Corning Gas.

The Board of Directors has determined and confirmed that each of Mr. Cook, Mr. Gibson, Mr. Joseph Mirabito, Mr. William Mirabito, Mr. Welch and Mr. Williamson do not have a material relationship with the Holding Company that would interfere with the exercise of independent judgment and are independent as defined by the applicable laws and regulations and the listing standards of the New York Stock Exchange.

Section706 of the NYBCL provides that directors can be removed without cause by vote of shareholders if the certificate of incorporation or by-laws of corporation so provide. Both Corning Gas's and the Holding Company's by-laws provide that a director may only be removed for cause by the Board of Directors or a majority of the shareholders entitled to vote.

The Holding Company's Certificate of Incorporation provides that, except to the extent limitation of liability or indemnification is not permitted by applicable law: (i) a director or officer of the Holding Company shall not be liable to the Holding Company or any of its shareholders for damages for any breach of duty in such capacity, and (ii) the Holding Company shall fully indemnify any person made, or threatened to be made a party to an action or proceeding, whether civil or criminal, including an investigative, administrative or legislative proceeding, and including an action by or in the right of the Holding Company or any other enterprise, by reason of the fact that the person is or was a director or officer of the Holding Company, or is or was serving at the request of the Holding Company any other enterprise as a director, officer or in any other capacity, against any and all damages incurred as a result of or in connection with such action or proceeding or any appeal thereof. Any repeal or modification of this provision will not adversely affect any limitation of liability or right, indemnity, immunity or protection of a director or officer of the Holding Company or any other person under the provision with respect to any act or omission occurring prior to the repeal or modification.

Corning Gas's Restated Certificate of Incorporation provides for limitation of liability of a Director of Corning Gas and its by-laws provide for indemnification of Directors and officers of Corning Gas, including the payment of all expenses (including attorney's fees) incurred by the Director or officer in defending any criminal or civil suit in advance of the final disposition of the suit upon receipt of an undertaking by the Director or officer to repay any amounts received if it is ultimately determined he is not entitled to indemnification under New York law.

Page 53.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Certain officers of Corning Gas will also serve as officers of the Holding Company. Michael I. German will be President, Chief Executive Officer and a director of the Holding Company and will continue as President, Chief Executive Officer and a director of Corning Gas. Shareholders do not have the right to elect officers; rather, all officers are appointed to their respective positions by the Board of Directors to serve until they resign or are removed by the board.

The Holding Company's by-laws permit its Directors to receive a fixed sum and expenses of attendance at each meeting of the Board of Directors as determined by a resolution of the board of directors. The Holding Company has not paid any directors' fees since its incorporation. The Holding Company may, pursuant to its Bylaws, begin to compensate its directors at some time in the future.

All of the current executive officers of the Holding Company are also executive officers of Corning Gas. With the limitations described in "Employees" beginning on page 52, these individuals are compensated for their services as officers of Corning Gas. See "CORNING GAS EXECUTIVE COMPENSATION" beginning on page47.

Mr. William Mirabito and Mr. Joseph P. Mirabito, both of whom serve as Directors of Corning Gas, and both of whom will serve as Directors of the Holding Company, are cousins.

The Holding Company has not engaged in any transactions or entered into any contracts with any of its directors or executive officers. No such transactions or contracts are anticipated at this time by the Holding Company.

Page 54.

The Holding Company's Certificate of Incorporation authorizes the Holding Company to issue 3,500,000 shares of Holding Company Common Stock and 500,000 shares of preferred stock. The Holding Company's Board of Directors is authorized from time to time to issue the preferred stock as preferred stock of any series and, in connection with the creation of each such series, to fix by the resolution or resolutions providing for the issuance thereof the number of shares of such series, and the designations, relative rights, preferences and limitations of such series to the full extent permitted by the law of the State of New York, except that holders of the preferred stock shall not be entitled to more than one vote for each share of preferred stock held.

When issued in the Share Exchange, shares of Holding Company Common Stock will be fully paid and nonassessable. Holders of Holding Company Common Stock are not entitled to preemptive rights.

Subject to any prior rights of Holding Company preferred stock (if any should become outstanding), Holding Company Common Stock is entitled to dividends when, as and if declared by the Holding Company's Board of Directors, and the Holding Company may purchase or otherwise acquire outstanding shares of Holding Company Common Stock out of funds legally available therefor.

Subject to any prior rights of Holding Company preferred stock (if any should become outstanding), upon liquidation of the Holding Company, any remaining net assets of the Holding Company are distributable pro rata to the holders of Holding Company Common Stock.

Holders of Holding Company Common Stock are entitled to one vote for each share. There are no cumulative voting rights. Holders of Holding Company preferred stock shall have no voting rights unless, in connection with the issuance of a series of preferred stock, the Holding Company's Board of Directors provides voting rights (in which event the voting rights shall not be more than one vote for each share of preferred stock held) or unless otherwise required by law.

Shares of Holding Company Common Stock will not be subject to redemption at the option of Holding Company, nor will holders of Holding Company Common Stock have any right to require Holding Company to redeem their shares.

The transfer agent and registrar for Holding Company Common Stock will be Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016.

Following implementation of the Holding Company Proposal, former Corning Gas Common Shareholders, who will then be Holding Company Common Shareholders, will receive dividends on Holding Company Common Stock when, as and if declared by the Board of Directors of the Holding Company. Dividends declared on Corning Gas Common Stock will be paid to the Holding Company.

Dividends on Holding Company Common Stock are expected to be paid initially at least at the same rate and on the same schedule as are now paid on Corning Gas Common Stock. At its regular meeting on February 10, 2012, the board of directors of Corning Gas approved an increase in the quarterly dividend to $.12 a share. This dividend was paid on April 16, 2012 to shareholders of record on March 31, 2012, on July 16, 2012 to shareholders of record on June 30, 2012 and on October 15, 2012 to shareholders of record on September 30, 2012. The most recent quarterly dividend paid on Corning Gas Common Stock was $.12 per share. This dividend payment would customarily have been paid in January 2013 but was paid on December 31, 2012 to shareholders of record on December 21, 2012, in anticipation of changes in the federal income tax code. On February 12, 2013, the board of directors approved an increase in the quarterly dividend to $.125 a share. This dividend was paid on April 15, 2013 to shareholders of record on March 31, 2013.

Page 55.

Dividends on Holding Company Common Stock will depend primarily on the dividends and other distributions that Corning Gas and the other subsidiaries of the Holding Company pay to the Holding Company and the capital requirements of the Holding Company and its subsidiaries. There can be no assurance that the subsidiaries of the Holding Company other than Corning Gas will have earnings or pay any dividends to the Holding Company in the foreseeable future.

Since the Holding Company has no operations, funds available for distributions to shareholders will come from dividends and other distributions to the Holding Company from its subsidiaries. The NYPSC Settlement Agreement limits the dividends that Corning Gas may pay (which, in turn, could reduce the funds available to the Holding Company to pay dividends on Holding Company Common Stock) following the implementation of the Holding Company Proposal. In approving the Gas Rates Joint Proposal in 2012, the NYPSC set rates using an equity ratio (equity as a percentage of total capitalization) of 48 percent. In a future rate proceeding, the NYPSC could change that ratio. Under the NYPSC Settlement Agreement, as approved by the NYPSC on May 17, 2013, Corning Gas may pay dividends equal to 90 percent of net income from regulated operations (calculated on a two-year rolling average basis) if the actual equity ratio (measured using a trailing 13-month average) is no less than 200 basis points below the equity ratio used to set rates. Using the current 48 percent equity ratio, Corning Gas would be permitted to pay dividends equal to 90 percent of regulated net income if the actual equity ratio is 46 percent or higher. If Corning Gas maintains an equity ratio that is between 200 and 300 basis points below the ratio used to set rates (between 45 percent and 46 percent using the currently authorized ratio), Corning Gas may pay dividends equal to no more than 50 percent of regulated net income. If the actual equity ratio is more than 300 basis points below the ratio used to set rates (45 percent, using the current ratio), no dividends may be paid out.

If the formula set forth above had been in effect for 2012, assuming that the current 2,242,629 shares of Corning Gas Common Stock were outstanding throughout the year, the maximum dividend payout would have been greater than the $.48 per share of Corning Gas Common Stock actually paid to shareholders in 2012 (excluding the early payment of the January 2013 dividend on December 31, 2012).

Corning Gas and the Holding Company may each issue preferred stock in the future to meet their capital requirements. Any Holding Company preferred stock which is authorized by the Holding Company's Board of Direct may have preferential dividend rights over Holding Company Common Stock if so provided in the certificate of amendment to the Holding Company's certificate of incorporation, setting forth the number, designation, relative rights, preferences and limitations of the preferred stock filed with the New York Secretary of State in connection with the issuance of the preferred stock.

Certain differences between the rights of holders of Holding Company Common Stock and those of holders of Corning Gas Common Stock are summarized below.

Both the Holding Company and Corning Gas are New York corporations. The Holding Company's Certificate of Incorporation and Corning Gas's Restated Certificate of Incorporation provide each company with broad corporate powers to engage in any lawful act or activity for which a corporation may be formed under New York law.

Page 56.

The Holding Company's authorized capital stock consists of 3,500,000 shares of Holding Company Common Stock and 500,000 shares of preferred stock. Corning Gas's authorized capital stock consists of 3,500,000 shares of Corning Gas Common Stock and 500,000 shares of preferred stock. As of July 19, 2013, there were 2,242,629 shares of Corning Gas Common Stock outstanding, 129,004 shares available to be issued pursuant to the Dividend Reinvestment Plan, and 221,585 shares available to be issued pursuant to the Stock Plan (which number includes 42,000 currently issued options). Accordingly, up to 2,593,218 shares of Holding Company Common Stock have been registered on the Registration Statement on Form S-4, of which this Proxy Statement/Prospectus forms a portion, to exchange for the outstanding shares of Corning Gas Common Stock and any additional shares which may be outstanding after prior to the Effective Date.

Both the Holding Company's Board of Directors and Corning Gas's Board of Directors are authorized to issue common stock. The Holding Company's Certificate of Incorporation provides that the holders of Holding Company Common Stock are entitled to such dividends (whether payable in cash, property or capital stock) as ay be declared from time to time by the Holding Company's Board of Directors from legally available funds, property or stock and will be entitled after payment of all prior claims, to receive all of the Holding Company's assets upon liquidation, dissolution or winding up of the Holding Company. Generally, holders of Holding Company Common Stock have no redemption, conversion or preemptive rights to purchase or subscribe for Holding Company securities. The rights of the holders of the Holding Company's Common Stock are substantively identical to the corresponding rights of holders of Corning Gas's Common Stock.

Both the Holding Company's Board of Directors and Corning Gas's Board of Directors are authorized to issue preferred stock in one or more series. The Holding Company's Certificate of Incorporation provides that the Holding Company's Board of Directors is authorized from time to time to issue the preferred stock as preferred stock of any series and, in connection with the creation of each series, to fix by the resolution or resolutions providing for the issuance thereof the number of shares of the series, and the designations, relative rights, preferences, and limitations of the series, to the full extent now or hereafter permitted by the law of the State of New York. This provision is substantively identical to the corresponding provision of the Corning Gas Restated Certificate of Incorporation.

To comply with the current provisions of the NYBCL regarding shareholder approval of a merger or consolidation of a corporation, the sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, or a binding share exchange involving a corporation, and to maintain the two-thirds approval requirement that applies to Corning Gas with respect to such transactions, the Holding Company's Charter provides that all such transactions must be approved by the affirmative vote of at least two-thirds of all outstanding shares of the Holding Company entitled to vote thereon.

A designated par value per share is not required under the NYBCL and serves virtually no useful purpose in modern corporate practice. Shares may not be issued to a New York corporation for consideration of less than their par value. Pursuant to Section180 of the New York State Tax Law, every corporation organized under New York law is subject to a tax of one-twentieth of one percent on the amount of the par value of all the shares that it is authorized to issue. Authorized stock without par value is taxed at $.05 per share (which would equate to an assumed par value of $100 per share). To reduce taxes in connection with the formation of the Holding Company, the par values of shares of Holding Company Common Stock and the Holding Company preferred stock have been designated at $0.01, a lower amount than the $5.00 per share par value of the Corning Gas Common Stock and Corning Gas preferred stock. It is not anticipated that the lower par value of shares of Holding Company Common Stock or the Holding Company preferred stock will affect the market value of these shares.

Page 57.

The Holding Company's Certificate of Incorporation and by-laws are also different from Corning Gas's Restated Certificate of Incorporation and by-laws with respect to advance notice of stockholder proposals and director nominations and certain other matters. See "INFORMATION ABOUT THE HOLDING COMPANY - Certificate of Incorporation and By-laws of the Holding Company" at page 50.

It is not the intention of Corning Gas's Board of Directors or the Holding Company's Board of Directors to discourage legitimate offers to enhance stockholder value. However, certain provisions of the Holding Company's Certificate of Incorporation and by-laws and New York law may have the effect of discouraging unilateral tender offers or other attempts to acquire the Holding Company. To the extent that these provisions discouraged potential takeover bids, they might limit the opportunity for the Holding Company's shareholders to sell their shares at a premium over then prevailing market prices.

Upon implementation of the Holding Company Proposal, approximately 1,257,371 shares of Holding Company Common Stock and all 500,000 shares of Holding Company preferred stock will be authorized but unissued. As of March 31, 2013, there were 1,263,883 shares of Corning Gas Common Stock and all 500,000 shares of Corning Gas preferred stock authorized but unissued. The existence of authorized but unissued shares may make more difficult or discourage a transaction to obtain control of a company. Such shares might be issued without stockholder approval in transactions that might prevent or render more difficult or costly the completion of a takeover transaction. In this regard, the Holding Company's Certificate of Incorporation grants the Holding Company's Board of Directors, broad corporate power to establish the rights and preferences of preferred stock, one or more classes or series of which could be issued which would entitle holders to exercise rights which could have the effect of impeding a takeover, including rights to convert or exchange the stock into shares of Holding Company Common Stock or other securities or to demand redemption of the stock at a specified price under prescribed circumstances related to a change of control. This power is the same as that which the Corning Gas Board of Directors currently has.

The consolidated financial statements included in this Proxy Statement/Prospectus have been so included in reliance on the report of EFP Rotenberg LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The validity of the shares of Holding Company Common Stock to be issued in the Share Exchange will be passed upon by Nixon Peabody LLP, counsel to Corning Gas and the Holding Company, 1300 Clinton Square, Rochester, NY 14604.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Accordingly, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 upon payment of the prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy information statements and other information regarding issuers, like us, that file electronically with the SEC. You can access this web site at www.sec.gov or through a link on Corning Gas's website at www.corninggas.com. Information contained on the website is not included in the disclosures made in this prospectus.

Page 58.

We have filed a registration statement on Form S-4 with the SEC with respect to the share exchange. This Proxy Statement/Prospectus is a part of the registration statement, but does not contain all of the information included in the registration statement. You may wish to inspect the registration statement and the exhibits to that registration statement for further information with respect to us and the securities offered in this prospectus. Copies of the registration statement and the exhibits to the registration statement are on file at the offices of the SEC and may be obtained without charge on the websites noted above or upon payment of the prescribed fee or may be examined without charge at the public reference facilities of the SEC described above. Statements contained in this prospectus concerning the provisions of documents are necessarily summaries of the material provisions of the documents, and each statement is qualified in its entirety by reference to the copy of the applicable document filed with the SEC.

We have elected to incorporate by reference into this prospectus some of the information we filed with the SEC under the Exchange Act. This means that we are disclosing important information to you by referring you to those filings. The information we incorporate by reference is considered a part of this prospectus. Specifically, we incorporate by reference the documents listed below:

• Corning Gas's Annual Report on Form 10-K for the fiscal year ended September 30, 2012, filed with the SEC on December 28, 2012, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on January25, 2013;
• Corning Gas's definitive Proxy Statement dated March 22, 2013, and filed with the SEC on March 22, 2013, in connection with Corning Gas's Annual Meeting of Shareholders held on April 16, 2013;
• Corning Gas's Quarterly Reports on Form 10-Q for the periods ended December 31, 2012 and March31, 2013, filed with the SEC on February 13, 2013, and May 15, 2013, respectively; and
• Corning Gas's Current Reports on Form 8-K filed with the SEC on April 18, 2013, May 21, 2013, and June 25, 2013.

We will provide, without cost, to each person, including any beneficial owner to whom a copy of this prospectus is delivered, a copy of any or all information that has been incorporated by reference in this prospectus but not delivered with it.

You may request a copy of the information that we have incorporated by reference, at no cost, by writing or telephoning us at the following address:

Corning Natural Gas 330 West William St. Corning, New York 14830 Attn: Stanley G. Sleve Telephone: (607) 936-3755

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Holding Company was incorporated in New York on July 19, 2013. Prior to the completion of the Share Exchange, Holding Company will have no material assets. Following the consummation of the Share Exchange, Holding Company will be a holding company with no material assets other than its direct 100% ownership of Corning Gas, the operating gas utility, and, upon the dividend of its shares by Corning Gas to Holding Company, 100% ownership of Corning Appliance Corporation, also a holding company with no material assets other than its in interests in the Leatherstocking JV Companies. The consolidated financial statements of Holding Company as of the Exchange Date will reflect the assets, liabilities and results of operations of Corning Gas and its consolidated subsidiaries. Accordingly, the following tables set forth the summary historical consolidated financial statements and other data of Corning Gas as of the dates and for the periods indicated.

The summary historical consolidated statements of income data for the years ended September 30, 2008 through 2012 and the summary consolidated balance sheet data as of September 30, 2008 through 2012 have been derived from the audited consolidated financial statements of Corning Gas, which are included in this Proxy Statement/Prospectus.

The summary historical unaudited consolidated statements of income data for the six months ended March31, 2012 and 2013 and the summary unaudited consolidated balance sheet data as of March 31, 2013 have been derived from the unaudited consolidated financial statements of Corning Gas, which are included elsewhere in this Proxy Statement/Prospectus. The unaudited consolidated financial statements of Corning Gas have been prepared on the same basis as the audited consolidated financial statements of Corning Gas and, in the opinion of management, include all adjustments necessary for a fair presentation. Interim results are not necessarily indicative of results that may be expected for a full fiscal year.

The summary historical consolidated data presented below should be read in conjunction with the information included in the sections entitled "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto and other financial data included elsewhere in this prospectus. The historical results of Corning Gas set forth below are not necessarily indicative of results to be expected for any future period.

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Stockholders of Corning Natural Gas Corporation

We have audited the accompanying consolidated balance sheets of Corning Natural Gas Corporation as of September 30, 2012 and 2011, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended September 30, 2012. Corning Natural Gas Corporation's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Corning Natural Gas Corporation as of September 30, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

/s/ EFP Rotenberg, LLP

EFP Rotenberg, LLP

Rochester, New York

December 28, 2012

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