------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM 8-K ____________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): February 11, 2005 ____________ RGC RESOURCES, INC. (Exact name of Registrant as specified in its charter) ____________ Virginia 000-26591 54-1909697 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 519 Kimball Ave., N.E. Roanoke, Virginia 24016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 540-777-4427 (Former name or former address, if changed since last report) ------------------------------------------------------------------------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ------------------------------------------------------------------------------- ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Effective February 11, 2005, RGC Resources, Inc. amended and restated its Dividend Reinvestment and Stock Purchase Plan. The primary change was to restrict the plan to existing shareholders. Previously, customers of RGC Resources, Inc., and its affiliates who were not shareholders were allowed to participate. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 15, 2005, RGC Resources, Inc., issued a press release announcing the first quarter results for the quarter ending December 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information in this Current Report, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description of Documents ----------- ------------------------ 99.1 Press Release dated February 15, 2005. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RGC RESOURCES, INC. By s/Howard T. Lyon Howard T. Lyon Vice-President, Treasurer and Controller (Principal Financial Officer) Date: February 15, 2005