SEC Filing | Southwest Gas Holdings

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As filed with the Securities and Exchange Commission on June 25, 1999
File No. 333-_____

===============================================================================

SECURITIES AND EXCHANGE COMMISSION

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN

Sponsored by

SOUTHWEST GAS CORPORATION
(Exact name of Registrant as specified in its charter)
California 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)

GEORGE C. BIEHL
Senior Vice President, Chief Financial Officer and Corporate Secretary
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, Nevada 89193-8510
(702) 876-7237
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
From time to time

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. []
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. []
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. []

CALCULATION OF REGISTRATION FEE
- --------------------------------------- ----------------- --------------------- --------------------- --------------
Amount Proposed maximum Proposed maximum Amount of
to be offering price per aggregate registration
Title of securities being registered registered share * offering price fee
- --------------------------------------- ----------------- --------------------- --------------------- --------------

Common Stock ($1 par value)....... 300,000 shares $28.375 $8,512,500 $2,366.48
======================================= ================= ===================== ===================== ==============

* Pursuant to Rule 457(c), the maximum offering price, per share and in the
aggregate, and the registration fee were calculated based upon the average
of the high and low composite prices of the Common Stock as reported by the
Consolidated Tape Association on June 23, 1999 of $28.375 per share.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

===============================================================================

SUBJECT TO COMPLETION
DATED JUNE 25, 1999

PROSPECTUS

SOUTHWEST GAS CORPORATION

Dividend Reinvestment and Stock Purchase Plan
300,000 Shares of Common Stock, $1 Par Value

The Company is offering its shareholders, natural gas customers,
employees and residents of Arizona, California and Nevada an opportunity to
purchase, through the Company, shares of its Common Stock and to reinvest their
Common Stock dividends automatically into shares of Common Stock through a
Dividend Reinvestment and Stock Purchase Plan (the "Plan"). A summary of the
Plan begins on page 3 of this Prospectus, which should be retained for future
reference. Holders of the Company's Common Stock who choose not to participate
in the Plan will receive cash dividends, as declared, in the usual manner.

Shares of Common Stock acquired through the Plan will be purchased
either directly from the Company or on the open market. The price of shares of
Common Stock purchased by participants in the Plan with reinvested dividends,
initial investments or optional payments will be (i) in the case of the purchase
of authorized but unissued shares of Common Stock from the Company, the
composite closing price of the stock on the "Investment Date" as reported on the
consolidated tape for New York Stock Exchange listed securities administered by
the Consolidated Tape Association (or, if no trading in the Common Stock occurs
on that date, the composite closing price on the next preceding date on which
trading occurred) or the weighted average composite closing price as reported on
the consolidated tape for the stock purchased during the "Investment Period,"
and (ii) in the case of the purchase of shares of Common Stock in the open
market, the weighted average price (excluding brokerage commissions) paid to
obtain the stock during the "Investment Period."

The Common Stock is listed on both the New York and Pacific Stock
Exchanges. The annual expenses payable by the Company in connection with the
operation of the Plan are approximately $20,000.

-----------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

-----------------

The date of this Prospectus is ______________ , 1999.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

AVAILABLE INFORMATION

Southwest Gas Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "Exchange
Act") and files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). You can inspect and copy these
materials at the Public Reference Room maintained by the SEC at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549; and at the following Regional
Offices of the SEC: 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and 7 World Trade Center, Suite 1300, New York, New York 10048. For
further information concerning the SEC's public reference rooms, you may call
the SEC at 1-800-SEC-0330. Some of the information may also be accessed on the
World Wide Web through the SEC's Internet address at http://www.sec.gov. In
addition, you may inspect these materials at the offices of the New York Stock
Exchange or the Pacific Stock Exchange.

This Prospectus does not contain all the information set forth in the
Registration Statement and accompanying exhibits which the Company has filed
with the SEC under the Securities Act of 1933.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows the Company to "incorporate by reference" information
into this proxy statement, which means that the Company can disclose important
information by referring you to another document filed separately with the SEC.
Information incorporated by reference is considered part of the Registration
Statement, except to the extent that the information is superseded in this
Registration Statement. This Registration Statement incorporates by reference
the information contained in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998, the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1999, the Company's Current Reports on Form 8-K
filed on February 11, 1999, April 28, 1999, and May 4, 1999, and a description
of the Company's Common Stock contained in Form 8-A previously filed by the
Company with the SEC.

The Company also incorporates by reference the information in all other
documents the Company files with the SEC after the date of this Registration
Statement. The information contained in any such document will be considered
part of this Registration Statement from the date the document is filed.

If you would like to receive a copy of any document incorporated by
reference into this Registration Statement (which will not include any of the
exhibits to the documents other than those exhibits that are specifically
incorporated by reference into this Registration Statement), you should call or
write to Shareholder Services, Southwest Gas Corporation, P.O. Box 98511, Las
Vegas, Nevada 89193-8511, (800) 331-1119 or (702) 876-7280.

THE COMPANY

The registrant, Southwest Gas Corporation, is incorporated under the
laws of the State of California effective March 1931. The Company is a natural
gas utility serving over 1.2 million customers in Arizona, California and
Nevada.

The executive offices of the Company are located at 5241 Spring
Mountain Road, P.O. Box 98510, Las Vegas, Nevada 89193-8510, telephone number
(702) 876-7237.

USE OF PROCEEDS

To the extent that authorized but unissued shares of Common Stock are
purchased directly from the Company under the Plan, the proceeds will be used in
connection with the Company's construction program, to pay for additional
capital improvements to the Company's facilities, and for other corporate
purposes. Pending disbursement for this purpose, the proceeds may be used to
reduce the amount of the Company's short-term indebtedness. The Company cannot
predict how many unissued shares of Common Stock will be sold under the Plan
and, therefore, cannot estimate the amount of proceeds that it will receive.

DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The Company is offering its shareholders, natural gas customers,
employees and residents of Arizona, California and Nevada an opportunity to
purchase shares of its Common Stock directly through the Company and to reinvest
their Common Stock dividends automatically into shares of Common Stock through
the Plan.

The following is a detailed description, in question and answer form,
of the Plan. For additional information concerning the Plan, you may telephone
the Company at (800) 331-1119 or (702) 876-7280.

PURPOSE

1. What is the purpose of the Plan?

The purpose of the Plan is to provide to Company shareholders, natural
gas customers, employees and residents of Arizona, California and Nevada a
simple and convenient method of investing in shares of the Company's Common
Stock. Shares purchased under the Plan will be either, (i) authorized but
unissued shares purchased from the Company ("Original Issue Shares") or (ii)
outstanding shares purchased in the open market or through negotiated
transactions ("Open Market Shares"). The decision to purchase shares on the open
market will depend upon the relationship of the purchase price of the shares of
Common Stock and book value of the stock. To the extent shares will be purchased
directly from the Company, the Company will use the proceeds for its continuing
construction program and for other corporate purposes.

FEATURES

2. What are the features of the Plan?

A natural gas customer, employee of the Company or a resident of
Arizona, California or Nevada, who is not already a shareholder, may make an
initial investment in shares of the Company's Common Stock by making a minimum
payment of $100. Thereafter, a participant may invest in additional shares of
Common Stock by making optional payments of no less than $25; provided that the
participant's initial investment and/or optional payments in aggregate do not
exceed $50,000 per calendar year.

Participants must reinvest all of their cash dividends automatically in
additional shares of Common Stock of the Company when the total shares owned by
a participant are less than 250 shares. Participants with 250 or more shares
have the option of receiving one-half of their dividends in cash, while
participants who deposit and maintain all of their shares with the Plan for
safekeeping purposes only will have the option of receiving all of their
dividends in cash.

The Company will pay any brokerage commissions or service fees for
purchases of Common Stock under the Plan and it will pay all costs for
administration of the Plan.

Full investment of funds is possible under the Plan because fractions
of shares, as well as full shares, will be credited to participants' accounts.
In addition, dividends on fractional shares, as well as full shares, will be
credited to participants' accounts. Regular statements of account will provide
simplified record keeping.

ADMINISTRATION

3. Who administers the Plan for Participants?

The Company administers the Plan, maintains records, sends statements
of account to participants and performs other duties relating to the Plan. The
Company will appoint an independent agent ("Agent") to act for Plan participants
in purchasing and selling shares in the open market through negotiated
transactions and, under limited circumstances, from the Company. Subject to the
objective of obtaining the lowest overall cost of shares purchased, the Agent
will have full discretion as to all matters relating to purchases and sale of
such shares. Shares of Common Stock purchased by a participant under the Plan
will be registered in the name of a nominee of the Company and will be held by
the nominee for participants' accounts until the Company is otherwise instructed
by the participant.

4. Where should correspondence regarding the Plan be directed?

All correspondence concerning the Plan should be addressed to:

Shareholder Services
Southwest Gas Corporation
P.O. Box 98511
Las Vegas, NV 89193-8511

PARTICIPATION

5. Who may participate in the Plan?

All shareholders of Common Stock, natural gas customers, employees and
residents of Arizona, California and Nevada are eligible to participate in the
Plan.

An account may be opened in the participant's own name, in the joint
name of the participant and another person, or in the participant's name as
custodian for a minor or as trustee for another person by completing the
Enrollment and Authorization Form ("Enrollment Form") in the proper manner.

6. How does an eligible individual join the Plan?

* If you are a shareholder of record, you may join the Plan by
completing and returning an Enrollment Form. If you are a beneficial shareholder
(i.e., the record shareholder is your nominee), evidence acceptable to the
Company regarding your ownership of the Company's Common Stock will have to
accompany the Enrollment Form.

* If you are a natural gas customer, you may join the Plan by
completing an Enrollment Form and returning it to the Company along with a
minimum initial investment of $100.

* If you are an employee of the Company and participate in the
Company's Employees' Investment Plan ("EIP"), you may join the Plan by
completing and returning an Enrollment Form. If you are an employee of the
Company and do not participate in the Company's EIP, you may join the Plan by
completing an Enrollment Form and returning it along with a minimum initial
investment of $100 to the Company.

* If you are a resident of Arizona, California or Nevada and do not
otherwise qualify to participate in the Plan, you may join the Plan by
completing an Enrollment Form and returning it along with a minimum initial
investment of $100 to the Company.

Enrollment Forms will be furnished to you at any time upon request to
Shareholder Services, Southwest Gas Corporation, P.O. Box 98511, Las Vegas,
Nevada 89193-8511, or by telephoning the Company at (800) 331-1119 or (702)
876-7280.

7. When can an eligible individual join the Plan?

A shareholder and an employee who is participating in the Company's EIP
may join the Plan at any time. If an Enrollment Form is received on or before
the record date for a dividend payment, reinvestment of dividends will begin
with that dividend. If the Enrollment Form is received after the record date,
reinvestment of dividends will begin with the next dividend payment date. (See
Question 10.)

Natural gas customers, employees and residents of Arizona, California
and Nevada who are not already shareholders will join the Plan once their
initial investment of $100 has been used to purchase Common Stock. An initial
investment of $100 received during any month will be invested as of the next
Investment Date or during the next Investment Period. (See Question 9.) With the
purchase of Common Stock, such customers or employees will become Plan
participants.
5

8. What does the Enrollment Form provide?

The Enrollment Form authorizes the Company to do the following:

Initial Investment - Upon receipt of a minimum initial investment
payment of $100 from a natural gas customer, employee or resident of Arizona,
California and Nevada who is not already a shareholder, the Company or the Agent
will purchase Common Stock for the account of the new participant on the next
Investment Date or during the next Investment Period. (See Question 9.)

Optional Payments - Upon receipt of optional payments from a minimum of
$25 up to a maximum of $50,000 per calendar year, the Company or the Agent will
purchase Common Stock for the participant's account on the next Investment Date
or during the next Investment Period. (See Question 11.)

Dividend Reinvestment - The Company or the agent will automatically
reinvest dividends on all shares of Common Stock held in Plan accounts on the
Investment Date or during the next Investment Period that coincides with the
payment of dividends for shares of Common Stock. (See Question 10.) The Company
or the Agent will also automatically reinvest dividends on all of the shares of
Common Stock held of record by a participant outside the Plan. Participants with
a total of 250 or more shares of Common Stock will have the option of receiving
one-half of their dividends in cash. Participants who deposit and maintain all
of their shares with the Plan for safekeeping purposes only will have the option
of receiving all of their dividends in cash.

INITIAL INVESTMENTS

9. When will initial investment payments be invested?

The timing for the investment of the initial payments depends upon
whether the Common Stock will be purchased by the Company or the Agent. If the
purchases are made by the Company of Original Issue Shares, the purchases will
occur twice during the month. If the purchases are made by the Agent of Original
Issue or Open Market Shares, the purchases will occur once each month. No
interest will be paid on payments received and held by the Company prior to
investment.

Company Purchases - Initial investment payments received by the Company
by the 10th day of any month (or the first business day following the 10th, if
the 10th is not a business day) will be invested in Original Issue Shares on the
first business day following the 14th day of the month. Initial investment
payments received by the Company after the 10th and on or before the 25th day of
any month (or the first business day following the 25th, if the 25th is not a
business day) will be invested in Original Issue Shares on the first business
day of the following month. Such dates are the "Investment Date(s)" for purposes
of the Plan. The Company may delay or authorize the Agent to make purchases
directly from the Company during periods when the Plan is being marketed or
during other distributions of Common Stock.

Agent Purchases - Initial investment payments received by the 25th day
of any month will be invested in Original Issue or Open Market Shares by the
Agent during the 30-day period commencing on the 26th day of the month. Such
period is the "Investment Period" for the purposes of the Plan.

Upon written request received by the Company on or before the
Investment Date or the day before the start of the Investment Period in which
the initial investment payment is being held by the Company, a participant may,
without withdrawing from the Plan, receive the return of a portion of the
initial investment payment, provided that a minimum of $100 is maintained in the
Plan.

REINVESTED DIVIDENDS

10. When will dividends be reinvested?

Any dividends on Common Stock to be reinvested will be reinvested on
the Investment Date or Investment Period coinciding with the payment of a
dividend for shares of Common Stock. Common Stock dividends have ordinarily been
paid on the first business day of March, June, September, and December, but no
assurance can be given that the Company will continue to pay dividends on this
basis.

Instructions regarding the automatic reinvestment of dividends on
shares of record will be effective on the next dividend payment date if the
shareholder's Enrollment Form is received by the Company by the record date
(which is normally the 15th calendar day of the month preceding the month in
which a dividend is paid) established for a dividend payment. Instructions
received after the record date for a dividend will not be effective until the
next dividend payment date.

OPTIONAL PAYMENTS

11. Who is eligible to make optional payments?

A participant is eligible to make optional cash payments of at least
$25 at any time. An optional cash payment may be made when joining the Plan by
enclosing the payment with the Enrollment Form. Thereafter, optional cash
payments should be accompanied by the form provided with your statement of
account.

Optional cash payments can not be less than $25 and can not
exceed $50,000 per calendar year per participant. Optional cash payments
shall be made by check or money order payable to: Southwest Gas Corporation
DRSPP, P.O. Box 98511, Las Vegas, Nevada 89193-8511, Attention:
Shareholder Services. Your Plan account number
should be included on all checks.

12. When will optional payments be invested and when will dividends be paid
on shares purchased with optional payments?

The timing for the investment of optional payments depends upon whether
the Common Stock will be purchased by the Company or the Agent. If the purchases
are made by the Company of Original Issue Shares, the purchases will occur twice
during the month. If the purchases are made by the Agent of Original Issue or
Open Market Shares, the purchases will occur once each month. No interest will
be paid on payments received and held by the Company prior to investment.

Company Purchases - Optional payments received by the Company by the
10th day of any month (or the first business day following the 10th, if the 10th
day is not a business day) will be invested in Original Issue Shares on the
first business day following the 14th day of the month. Optional payments
received by the Company after the 10th and on or before the 25th day of any
month (or the first business day following the 25th, if the 25th day is not a
business day) will be invested in Original Issue Shares on the first business
day of the following month. The Company may delay or authorize the Agent to make
purchases directly from the Company during periods when the Plan is being
marketed or during other distributions of Common Stock.

Agent Purchases - Optional payments received by the 25th day of any
month will be invested in Original Issue or Open Market Shares by the Agent
during the Investment Period, the 30-day period commencing on the 26th day of
the month.

Any dividends on Common Stock purchased with optional payments will be
reinvested on the Investment Date coinciding with the payment of a dividend when
Original Issue Shares are purchased directly by the Company. Common Stock
dividend payment dates are ordinarily the first business day of March, June,
September, and December. No assurance can be given that the Company will
continue to pay dividends on this basis. When Original Issue or Open Market
Shares are purchased by the Agent, the Investment Period will be the 30-day
period beginning on the 26th day of the month preceding the dividend date.

A participant may, without withdrawing from the Plan, have returned any
optional payment upon written request received by the Company on or before the
Investment Date or the day before the start of the Investment Period for any
payment being held by the Company.

13. How do participants make payments?

The amount of the optional payment made each time may vary. However,
participants are encouraged to set an investment goal and then send a fixed
amount every month or quarter. A payment may be made by enclosing a check or
money order payable to Southwest Gas Corporation DRSPP with the Enrollment Form
or on the optional payment form provided with your statement. In addition,
electronic transfers form shareholder checking or savings accounts are
available. A payment to be invested must not be included in a check or money
order submitted for payment of gas service.

EXPENSES

14. Are there any expenses charged to participants in connection with
participation in the Plan?

There are no expenses charged to participants in connection with
purchases of Common Stock under the Plan. All costs of administration of the
Plan and any brokerage commissions or service fees incurred in purchasing Common
Stock will be paid by the Company. However, if a participant requests that the
Company sell his or her shares of Common Stock, any related brokerage
commissions or service fees incurred by the Company will be deducted from the
proceeds remitted to the participant.

PRICING AND PURCHASING OF SHARES

15. How many shares of Common Stock will be purchased for a participant?

The number of shares to be purchased for each participant on any
Investment Date or during the Investment Period will depend upon the amount of
the optional payments received since the last investment in the Plan, the amount
of the participant's dividends to be reinvested and the price of the Company's
Common Stock on the Investment Date or during the Investment Period. On each
Investment Date or at the end of each Investment Period, each participant's
account will be credited with that number of shares, including fractional shares
computed to four decimal points, equal to the total amount to be invested and
reinvested on the participant's behalf, divided by the price of the Common Stock
on the Investment Date or during the Investment Period.
Fractional shares will earn proportionate dividends as declared.

16. How is the price of new shares determined?

When Original Issue Shares are purchased by the Company, the price of
the shares will be the composite closing price of the Common Stock as reported
on the consolidated tape for New York Stock Exchange listed securities
administered by the Consolidated Tape Association on the Investment Date or, if
no trading in the Common Stock occurs on that date, the composite closing price
on the next preceding date on which trading occurred. When Original Issue Shares
are purchased by the Agent, the price of the shares will be the weighted average
composite closing price of the Common Stock, as reported on the consolidated
tape for the New York Stock Exchange listed securities administered by the
Consolidated Tape Association, acquired during the Investment Period. When Open
Market Shares are purchased by the Agent, the price of the shares will be the
weighted average price of the Common Stock acquired during the Investment
Period.

PARTICIPANTS' ACCOUNTS AND RECORDS

17. What records and accounts will be maintained by the Company for
Participants?

The Company will maintain an account for each participant. All shares
purchased for a participant under the Plan will be credited to his account and
held for him. When certificates for shares are issued to a participant or shares
are sold for his account pursuant to the Plan, the shares will be withdrawn from
his Plan account.

18. What reports will be sent to Participants in the Plan?

Each participant in the Plan will receive a statement of his or her
account after each dividend and after other account activity. THESE STATEMENTS
ARE A PARTICIPANT'S CONTINUING RECORD OF THE COST OF HIS PURCHASES AND SHOULD BE
RETAINED FOR INCOME TAX PURPOSES. In addition, participants will receive each
amended Prospectus for the Plan and copies of all communications sent to all
other holders of the Company's Common Stock, including the Company's quarterly
reports to shareholders, the annual report to shareholders, notice of annual
meeting and proxy statement and tax information with respect to dividends paid.
A participant is entitled to vote all shares, including fractional shares, held
in his or her Plan account and will receive a Plan proxy enabling him to vote
his or her shares.

WITHDRAWAL AND TERMINATION

19. When may a participant withdraw from the Plan?

A participant may withdraw from the Plan by providing a written request
to the Company. The requests will be processed upon receipt except during the
periods commencing three business days prior to the ex-dividend date for a
particular dividend through the payment date for that dividend. During that
period, a request will be processed depending upon the time the request is
received by the Company. If the request is received within three business days
of the ex-dividend date for a particular dividend and on or before the record
date for that dividend, the request will be processed after the record date. If
the request is received after the record date and on or before the Investment
Date or Investment Period for that dividend, the request will not be processed
until that dividend is reinvested in the participant's account. (See Question
22.)

20. How does a participant withdraw from the Plan?

In order to withdraw from the Plan, a participant must notify the
Company in writing and instruct the Company to either issue the whole shares in
the participant's account to the participant or deliver the proceeds of sale to
the participant. Fractional shares will be sold in all cases. The participant
must have a certified tax identification number on file with the Company on or
prior to requesting the sale of shares.

21. Can the Company terminate a participant?

Yes. The administrative costs to the Company for each participant
account do not justify an inactive account. The Company reserves the right to
terminate the account of any participant who has not invested and/or reinvested
a minimum of $100 in any twelve-month period. In addition, the Company reserves
the right to terminate the account of any participant if a participant's checks
or other form of remittance have not been honored.

22. What happens upon withdrawal, termination or discontinuance?

When a participant withdraws from the Plan or when the Company
terminates the account of a participant, or upon discontinuance of the Plan by
the Company, certificates for all shares credited to the participant's account
will be issued and a cash payment will be made for fractional shares. Fractional
shares will be sold through the Agent and any brokerage commissions or service
fees will be deducted from the proceeds before the cash payment is made.

In the alternative, a participant may request that all of the shares,
both whole and fractional, credited to his or her Plan account be sold. If a
participant requests a sale, the sale will be made for the account of the
participant by the Agent. If the request is received within three business days
of the ex-dividend date for a particular dividend and on or before the record
date for that dividend, the request will be processed after the record date. If
the request is received after the record date and on or before the Investment
Date or Investment Period for that dividend, the request will not be processed
until that dividend is reinvested in the participant's account. The participant
will be charged any related brokerage commissions or service fees, and will
receive the proceeds of the sale less these amounts.

If the withdrawal request of a participant is received by the Company
on or before the record date for a particular dividend, that dividend and all
subsequent dividends upon shares registered in the participant's name will be
paid directly to the participant. If the request is received after the record
date, the withdrawal request will not be processed until that dividend is
reinvested in the participant's account. Once the request is processed, all
subsequent dividends upon shares registered in the participant's name will be
paid directly to the participant.

If the withdrawal request of a participant is received by the Company
on or before the Investment Date or the day before the start of the next
Investment Period, any payment being held by the Company will be returned. If
the request is received after such dates, any payment being held will be
reinvested.

23. Will certificates be issued for shares of Common Stock purchased under
the Plan?

Certificates for shares of Common Stock purchased under the Plan will
be issued to participants upon their written request to the Company. Upon
receipt of request, certificates for any number of whole shares credited to a
participant's Plan account may be withdrawn from the account and issued to the
participant. Any remaining full and fractional shares will continue to be
credited to the participant's account. Certificates for shares issued to a
participant will be registered in the same name or names in which the
participant's Plan account is maintained. Dividends on all of the participant's
shares, including those shares for which certificates have been issued, will
either be reinvested or paid in cash as provided for in the Plan. (See Question
8.) Certificates for fractional shares will not be issued under any
circumstances.

24. May a portion of the shares held in the Plan be sold?

Yes. Upon receipt of a written request, the Company will withdraw and
sell, through the Agent, any number of whole shares credited to that
participant's Plan account; provided, the participant maintains a minimum of 100
shares in his or her account. The participant will be charged any related
brokerage commissions or service fees and will receive the proceeds of the sale
less these amounts.

If the partial withdrawal request is received within three business
days of the ex-dividend date for a particular dividend or between that date and
the record date for that dividend, it will be processed after the record date.
Dividends on the shares to be withdrawn will either be reinvested or paid in
cash as provided for in the Plan. (See Question 8.) The participant must have a
certified tax identification number on file with the Company on or prior to
requesting the sale of shares.

25. May shares in a Plan account be pledged or assigned?

Shares credited to the account of a participant may not be assigned or
pledged. A participant who wishes to assign or pledge shares must request that
certificates for the shares be issued in his or her name.

OTHER INFORMATION

26. How will participants' shares be voted at meetings of shareholders?

Participants will receive Plan proxy cards covering total full and
fractional shares held under the Plan, enabling them to vote their shares. If a
proxy card is returned to the Company properly signed and marked for voting, all
the shares covered by the proxy card will be voted as marked. If no instructions
are indicated on a properly signed and returned proxy card, the participant's
shares credited to his account will be voted in accordance with the
recommendations of the Company.

27. What is the responsibility of the Company and the Agent under the Plan?

The Plan provides that the Company and any Agent appointed by the
Company in administering the Plan will not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of failure to terminate a participant's Plan
participation upon such participant's death prior to receipt of legally
sufficient instructions with respect thereto.

PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE AGENT
CAN ASSURE PARTICIPANTS OF PROFITS OR PROTECT PARTICIPANTS AGAINST LOSSES IN THE
VALUE OF THE SHARES PURCHASED UNDER THE PLAN OR ASSURE THE PARTICIPANT OF FUTURE
DIVIDENDS.

28. May the Plan be changed or discontinued?

The Company reserves the right to suspend, modify or discontinue the
Plan at any time and to interpret and regulate the Plan as it deems necessary or
desirable in connection with the operation of the Plan. All participants will
receive notice of any suspension, modification or termination. The notices will
be mailed to the participants at the addresses shown on the Company's record.

29. Will the planned acquisition and merger of the Company affect the Plan?

On December 14, 1998, the Company entered into an Agreement
and Plan of Merger (the "Merger") with ONEOK, Inc. and its subsidiary Oasis
Acquisition Corporation, in which ONEOK, Inc. would acquire the Company. If the
Company's shareholders including Plan participants approve the Merger and it is
completed, the number of shares in each participant's account, including
fractional shares, will be converted into the right to receive $30.00 per share.
The Company or the Agent will process the conversion and cash proceeds will then
be forwarded to each participant. There will be no expenses charged to the
participants for the disposition of the shares as a result of the Merger. Once
the cash distribution has been made, the Plan will end.

30. What happens if the Company makes a rights offering?

As shareholders, participants will be notified by the Company of a
rights offering. Upon receiving notification that rights are exercisable,
participants should instruct the Company, before the rights expire, to exercise
the rights. If the Company does not receive such instructions, the Agent will
sell the unexercised rights on the open market and proportionally credit
participant accounts to the extent the rights are not exercised with the
proceeds for investment on the next Investment Date or Investment Period.

On March 5, 1996, the Board of Directors of the Company adopted a
Shareholder Rights Plan (the "Rights Plan") pursuant to which the Company will
distribute one right ("Right") for each share of Common Stock issued pursuant to
the Plan as of the close of business on April 15, 1996 (the "Record Date"). In
addition, the Board of Directors authorized the distribution of one Right for
each share of Common Stock issued after the Record Date, but prior to the date
the Rights become exercisable, are redeemed or expire.

Each full Right, if it becomes exercisable, initially entitles the
holder to purchase from the Company a unit of one one-hundredth of a share of
Junior Participating Preference Stock, par value $20.00 per share, at a purchase
price of $45.00 per unit, subject to adjustment. The Rights will expire at the
close of business on April 15, 2006 unless redeemed earlier. The Rights may not
be exercised, and will not detach or trade separately from the Common Stock
except as described below.

The Rights will detach from the Common Stock and may be exercised only
if a person or group becomes the beneficial owner of 20% or more of the Common
Stock (a "Stock Acquisition"). If a Stock Acquisition occurs (except pursuant to
an offer for all outstanding shares of Common Stock which the Company's
independent directors determine is adequate and otherwise in the best interests
of the Company and its shareholders), the Rights "flip-in" and, each Right not
owned by such person will entitle the holder to purchase, at the Right's
then-current exercise price, the Common Stock or, if the number of shares of the
authorized Common Stock is insufficient to permit the full exercise of the
Rights, capital stock or other securities of the Company having an equivalent
value equal to twice the Right's exercise price. In addition, if at any time
following a Stock Acquisition, (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the surviving
corporation (other than a merger which follows an offer at the same price and
for the same consideration as the offer approved by the Board of Directors of
the Company as described in the immediately preceding sentence), or (ii) 50% or
more of the Company's assets or earnings power is sold or transferred, the
Rights "flip-over" and each unexercised Right will entitle its holder to
purchase, at the Right's then-current exercise price, common shares of the other
person having an equivalent value equal to twice the Right's exercise price. The
Rights may be redeemed by the Company at any time prior to ten business days
following the date of a Stock Acquisition (which period may be extended by the
Company's Board of Directors at any time while the Rights are still redeemable).
Upon the occurrence of a "flip-in" or "flip-over" event, if the Rights are not
redeemed, the Rights would result in substantial dilution to any person who has
acquired 20% or more of the outstanding Common Stock or who attempts to merge or
consolidate with the Company. As a result, the Rights may deter potential
attempts to acquire control of the Company without the approval of the Company's
Board of Directors.

The acquisition of the Company by ONEOK, Inc., which is referenced in
Question 29, is not a Stock Acquisition that will trigger the exercise of the
Rights. The acquisition has been determined by the Company's independent
directors to be adequate and in the best interests of the Company and its
shareholders. If the Merger is completed, the Rights Plan will be terminated.

A copy of the Rights Plan is available free of charge from the Company.

31. What happens if the Company declares a stock split or issues a stock
dividend?

In the event of a stock split or stock dividend, the Company will
proportionally credit to each participant's Plan account the additional shares
attributable to his or her interest in the Plan.

32. Can a complete text of the Plan be obtained?

Yes, it can be obtained upon request to Shareholder Services.

FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

The Company believes the following is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus.
This summary may not reflect every possible situation that could result from
participation in the Plan, and, therefore, participants in the Plan are advised
to consult their own tax advisors with respect to the tax consequences
(including federal, state, local and other tax laws and U.S.
tax withholding laws) applicable to their particular situations.

In general, the amount of cash dividends paid by the Company is
includable in income even though reinvested under the Plan. Under this general
rule, the cost basis for federal income tax purposes of any shares acquired
through the Plan will be the price at which the shares are credited to the
account of the participant as described in the section entitled Pricing and
Purchasing of Shares. In connection with open market purchases, brokerage
commissions paid by the Company on a participant's behalf are to be treated as
distributions subject to income tax in the same manner as dividends. The amounts
paid for brokerage commissions are, however, includable in the cost basis of
shares purchased. The information return sent to participants and the IRS at
year-end, if so required, will show such amounts paid on their behalf.

A U.S. shareholder electing to participate in the Plan must provide his
Taxpayer Identification Number (generally, an individual's Social Security
Number) or certify that they are exempt from backup withholdings. Failure to
provide a correct Taxpayer Identification Number will result in backup
withholdings of 31 percent. Withholding may also occur upon notification from
the Internal Revenue Service directing the Plan to institute backup
withholdings.

A foreign shareholder who is a participant and whose dividends are
subject to United States income tax withholding will have the amount of the tax
to be withheld deducted from such dividends before reinvestment in additional
shares for such participant's Plan account. The statements confirming purchases
made for a foreign participant will indicate that tax has been withheld.

The final statement received from the Company during any calendar year
will include information for that year regarding total dividends paid on Plan
shares. In addition, the Company will send each participant an IRS Form
1099-Dividend at year-end showing total dividends paid on shares held of record.
Both statements should be retained for tax reporting purposes.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Robert M. Johnson, Esq., Assistant General Counsel for the Company,
has given an opinion to the SEC upon the validity of the shares of
Common Stock being registered. Mr. Johnson is employed by the
Company on a full-time basis.

The financial statements incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report incorporated by reference in the
Company's Form 10-K for the year ended December 31, 1998, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said report.

DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 317 of California's General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnification to
directors, officers and other agents in terms sufficiently broad to permit
indemnification under certain circumstances for liabilities, including expenses,
arising in connection with the Securities Act of 1933, as amended.

Pursuant to the Articles of Incorporation and the Bylaws of the
Company, and in accordance with applicable law, directors and officers of the
Company are generally indemnified against judgments, expenses and other amounts
actually and reasonably incurred by or imposed upon them in connection with or
arising out of any action in which they were or are parties or are threatened to
be made parties by reason of their being or having been a director or officer of
the Company. In addition, the Company has entered into indemnification
agreements with certain officers and directors which provide for indemnification
to the full extent permitted by California law.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company, the Company has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

No dealer, salesperson or other individual has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or any agent,
dealer or underwriter. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer or solicitation by anyone in any
state in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so
or to anyone to whom it is unlawful to make such offer or solicitation.
__________________

TABLE OF CONTENTS SOUTHWEST GAS CORPORATION
Page
Prospectus 300,000 Shares
COMMON STOCK
Available Information.......................... 2
Incorporation of Certain Documents
by Reference................................. 2 _________________
The Company ................................... 3
Use of Proceeds ............................... 3 PROSPECTUS
Description of the Dividend Reinvestment _________________
and Stock Purchase Plan ..................... 3
Purpose................................... 3
Features.................................. 4
Administration............................ 4
Participation............................. 5
Initial Investments....................... 6
Reinvested Dividends...................... 7
Reinvested Dividends...................... 7 DIVIDEND REINVESTMENT
Optional Payments......................... 7
Expenses.................................. 8 AND
Expenses.................................. 8
Pricing and Purchasing of Shares.......... 9 STOCK PURCHASE PLAN
Participants' Accounts and Records........ 9
Withdrawal and Termination................ 10
Other Information......................... 12
Federal Income Tax Consequences
of the Plan.................................. 14
Interests of Named Experts and Counsel......... 15
Disclosure of Securities and Exchange
Commission Position on Indemnification
for Securities Act Liabilities............... 15

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

SEC registration fee $ 2,366.48
* Stock exchange listing fees 3,000.00
* Printing expenses 10,000.00
* Accounting fees and expenses 5,000.00
* Legal fees and expenses 5,000.00
* Miscellaneous 10,000.00
-------------
TOTAL $ 35,366.48
=============

- -----------------
* Estimated

Other than the expenses listed above and annual administration costs of
approximately $20,000, no other significant expenses of issuance and
distribution are expected to arise since the purchase of the 300,000 shares of
the Company's Common Stock, $1 par value, will be made directly from the Company
with no underwriting discounts or commissions payable.

Item 15. Indemnification of Directors and Officers

Section 317 of the General Corporation Law of California provides that
a corporation has the power, and in some cases is required, to indemnify an
agent, including a director or officer, who was or is a party or is threatened
to be made a party to any proceeding, against certain expenses, judgments,
fines, settlements and other amounts under certain circumstances. Article VIII
of the Registrant's Bylaws provides for the indemnification of directors,
officers and agents as allowed by statute. In addition, the Registrant has
purchased directors and officers insurance policies which provide insurance
against certain liabilities for directors and officers of the Company.

Item 16. Exhibits

Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Company's Amended and Restated Dividend Reinvestment and Stock
Purchase Plan (incorporated herein by reference to the
Registration Statement on Form S-3, No. 333-17667)
5.1 Opinion of Counsel of the Company regarding legality of the
securities to be registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Counsel of the Company (included in opinion filed
as Exhibit 5.1 to this Registration Statement)
24.1 Powers of Attorney
- -----------

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

II-1

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report
filed by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference;

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on June 22, 1999.

SOUTHWEST GAS CORPORATION

By /s/ MICHAEL O. MAFFIE
-------------------------------
Michael O. Maffie
President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated.

Signature Title Date
--------- ----- ----

/s/ MICHAEL O. MAFFIE Director, President and June 22, 1999
- ------------------------- Chief Executive Officer
(Michael O. Maffie) (Principal Executive Officer)

/s/ GEORGE C. BIEHL Director, Senior Vice President, June 22, 1999
- ------------------------- Chief Financial Officer and
(George C. Biehl) Corporate Secretary
(Principal Financial Officer)

/s/ EDWARD A. JANOV Vice President, Controller and June 22, 1999
- ------------------------- Chief Accounting Officer
(Edward A. Janov) (Principal Accounting Officer)

II-3

Signature Title Date
--------- ----- ----

/s/ MANUEL J. CORTEZ * Director June 22, 1999
- -------------------------
(Manuel J. Cortez)

/s/ LLOYD T. DYER * Director June 22, 1999
- -------------------------
(Lloyd T. Dyer)

/s/ THOMAS Y. HARTLEY * Chairman of the Board June 22, 1999
- ------------------------- of Directors
(Thomas Y. Hartley)

/s/ MICHAEL B. JAGER * Director June 22, 1999
- -------------------------
(Michael B. Jager)

/s/ LEONARD R. JUDD * Director June 22, 1999
- -------------------------
(Leonard R. Judd)

/s/ JAMES J. KROPID * Director June 22, 1999
- -------------------------
(James J. Kropid)

/s/ CAROLYN M. SPARKS * Director June 22, 1999
- -------------------------
(Carolyn M. Sparks)

/s/ ROBERT S. SUNDT * Director June 22, 1999
- -------------------------
(Robert S. Sundt)

/s/ TERRANCE L. WRIGHT * Director June 22, 1999
- -------------------------
(Terrance L. Wright)

* By /s/ GEORGE C. BIEHL
--------------------------
(George C. Biehl)
Attorney-in-fact

II-4

Exhibit Index

Exhibit
Number Description
----------- ----------------------------------------------------
5.1 Opinion of Counsel of the Company regarding legality
of the securities to be registered

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Counsel of the Company (included in
opinion filed as Exhibit 5.1 to this Registration
Statement)

24.1 Powers of Attorney

                                                                    EXHIBIT 5.1

                                  June 23, 1999

Southwest Gas Corporation
P.O. Box 98510
Las Vegas, NV 89193-8510

Ladies and Gentlemen:

         As counsel for Southwest Gas Corporation (the "Company"), I have
examined the Registration Statement on Form S-3 to be filed by the Company with
the Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 300,000 shares of the Company's $1
par value Common Stock (the "Stock") pursuant to the provisions of the Company's
Dividend Reinvestment and Stock Purchase Plan. I also have examined the steps
taken by the Company and its Board of Directors in connection with the
authorization and proposed issuance and sale of the Stock, and I am familiar
with resolutions adopted by the Board of Directors of the Company in connection
therewith. I am also familiar with the application filed by the Company with the
California Public Utilities Commission for authority to issue the Stock, and the
order issued by said Commission authorizing the issuance of same.

         Based on the foregoing and upon such other matters as I deem relevant
in the circumstances, it is my opinion that the Company has received all
required authorizations from state regulatory agencies having jurisdiction over
the issuance of the Stock by the Company, and that, subject to the actions
authorized by the Company's Board of Directors being taken, the Stock, upon
issuance and sale thereof in the manner specified in the Registration Statement,
will be duly authorized, legally issued, fully paid, and nonassessable
outstanding Stock of the Company.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and I further consent to the use of my name under the
caption "Interests of Named Experts and Counsel" in the Registration Statement
and the Prospectus which forms a part thereof.

                                                 Respectfully submitted,



                                                 Robert M. Johnson




                                                                   EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 26, 1999
incorporated by reference in Southwest Gas Corporation's Form 10-K for the year
ended December 31, 1998 and to all references to our Firm included in this
registration statement.




                                                     ARTHUR ANDERSEN LLP




Las Vegas, Nevada
June 22, 1999



                                                                   EXHIBIT 24.1
                            SOUTHWEST GAS CORPORATION


                  AUTHORIZATION TO ISSUE AND SELL COMMON STOCK
                                   THROUGH THE
                  DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN


         WHEREAS, The Executive Committee of the Board of Directors of Southwest
Gas Corporation (the "Corporation") has determined that it is in the best
interests of this Corporation to issue and sell up to 300,000 shares of its $1
par value common stock (the "Shares") pursuant to the provisions of its Dividend
Reinvestment and Stock Purchase Plan (the "DRSPP"); and

         WHEREAS, This Corporation has existing authorization from the
California Public Utilities Commission to issue and sell the contemplated level
of additional shares of common stock through the DRSPP.

         NOW, THEREFORE, BE IT RESOLVED, That the Executive Committee of the
Board of Directors of this Corporation authorizes the issuance and sale of up to
300,000 additional Shares to be sold from time to time in accordance with the
provisions of the DRSPP, subject to first obtaining all required governmental
authorizations therefor and compliance with other terms and conditions as are
hereinafter specified in these resolutions; and

         RESOLVED FURTHER, That the President and Chief Executive Officer; the
Senior Vice President, Chief Financial Officer and Corporate Secretary; the Vice
President and Treasurer; the Vice President, Controller and Chief Accounting
Officer; and the Assistant Corporate Secretary (collectively, the "Authorized
Officers" which term shall include such officers, attorneys, agents, and
employees as they may respectively specify) are, and each of them hereby is,
authorized to take such actions and execute such instruments as they deem
necessary and suitable in order to carry out the intent and purpose of these
resolutions and the execution by any such Authorized Officer of any such
instrument, or the undertaking by any of them of any such action, in connection
with the matters specified in these resolutions shall conclusively establish
their authority therefor from this Corporation and the approval and ratification
by this Corporation thereof; and



         RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized and directed, to prepare, execute and cause to be filed
with the Securities and Exchange Commission ("SEC") any required registration
statement, and all amendments and supplements thereto, for the purpose of
registering under the federal securities laws, not to exceed 300,000 Shares for
issuance pursuant to the provisions of the DRSPP; and

         RESOLVED FURTHER, That Michael O. Maffie and George C. Biehl, or each
of them, be and they hereby is, authorized to act severally as attorneys in fact
for and on behalf of this Corporation to execute and file registration
statements on the applicable form or forms and on behalf of this Corporation to
execute and file any and all amendments and/or supplements thereto to be filed
by this Corporation with the SEC under the federal securities laws, for the
purpose of registering not to exceed 300,000 additional Shares for issuance
under the DRSPP; and

         RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized in the name and on behalf of this Corporation to prepare
and file, or cause to be prepared and filed, applications for listing the Shares
on the New York Stock Exchange, the Pacific Stock Exchange, and/or any other
stock exchange or exchanges that any of the Authorized Officers deems
appropriate if listing of the Shares is deemed advisable by any Authorized
Officer; and that the Authorized Officers are, and each of them hereby is,
authorized in the name and on behalf of this Corporation to execute and deliver
such applications and any listing agreements or documents required by any such
exchange in connection therewith, and to make such changes in any of the same as
may be necessary or appropriate to conform with the requirements for listing,
and to communicate with and to appear (if requested) before the officials of any
such exchange, and to file, or cause to be filed, amendments or supplements to
any of the foregoing documents and take such other action that any Authorized
Officer deems appropriate; and

         RESOLVED FURTHER, That the Shares shall be executed on behalf of this
Corporation by any one or more of the Authorized Officers, under the corporate
seal of this Corporation reproduced or otherwise imprinted thereon, and shall be
attested by this Corporation's Secretary or any of its Assistant Secretaries;
that the signature of each or both of such officers on the Shares may be manual
or facsimile; that the Shares bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of this Corporation shall
bind this Corporation, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of the
Shares or did not hold such offices at the dates of issuance of such Shares; and


                                       2


         RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized to pay any and all expenses and fees arising in connection
with the issuance and sale of the Shares, including, without limitation,
qualification under the Exchange Act or under securities or Blue Sky laws of any
state or other jurisdiction in which such Shares are offered, any listings of
the Shares on any exchange and otherwise in connection with matters contemplated
by these resolutions; and

         RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized in the name and on behalf of this Corporation to make all
such arrangements, to do and perform all such acts and things, and to execute
and deliver all such officers' certificates, financing documents, and such other
instruments and documents as any Authorized Officer deems necessary or
appropriate in order to fully effectuate the purposes of the foregoing
resolutions and any action taken by this Board; and

         RESOLVED FURTHER, That the Authorized Officers are, and each of them
hereby is, authorized and directed on behalf of this Corporation to execute and
deliver, or to cause to be executed and delivered, any and all agreements and
documents necessary to effectuate the foregoing resolutions, with such terms and
such changes therein as the Authorized Officers executing the same approve, with
such approval being conclusively determined by the execution thereof; and

         RESOLVED FURTHER, That each of the Authorized Officers is hereby
authorized and directed on behalf of this Corporation to make, or cause to be
made, such filings and to take, or cause to be taken, such other actions as may
be necessary to effectuate the foregoing resolutions; and

         RESOLVED FURTHER, That all acts previously taken by each of the
Authorized Officers in order to effectuate the purposes of these resolutions are
hereby confirmed and ratified.

                                       3