Exhibit 10(m)(m)
                               RGC RESOURCES, INC.

                                   STOCK BONUS
                                      PLAN



Policy Statement: The purpose of RGC Resources, Inc.'s (the "Company") Stock
Bonus Plan ("Stock Bonus Plan") is to allow the Board of Directors to reward
individual or collective superior performance that has resulted in enhanced
stockholder value or returns, and to encourage increased ownership of Company
stock by officers and management.

Administration: The Stock Bonus Plan shall be administered by the Board of
Directors Compensation Committee. The Committee shall consider recommendations
from the Company President before making its bonus award proposal to the Board
of Directors. The President shall consider recommendations from the other
officers of the Company when making recommendations to the Compensation
Committee. The Committee bonus award proposals shall be subject to approval by
the Board of Directors.

Timetable: The Compensation Committee shall present its stock bonus award
proposal to the Board of Directors at the Boards' annual meeting in January of
each year. The Compensation Committee may, for exceptional employee performance,
recommend stock bonus awards at times other than and in addition to the normal
January proposal.

Financial Operating Impact: The Committee shall consider the potential income
statement impact of its stock bonus award proposals and include a statement on
the anticipated impact in its proposal to the Board of Directors.

Plan Revision: The Stock Bonus Plan may be revised, temporarily suspended, or
revoked by the Board of Directors upon recommendation of the Compensation
Committee.

Non Discrimination: The Officers, President and Compensation Committee of the
Company will make their recommendations and proposals for stock bonus awards
without respect to race, color, age, sex or religious preference. The final
decision of the Board of Directors will likewise be non discriminating.

Eligibility: The Stock Bonus Plan is intended as a reward for superior
performance of the officers and managers of the Company. However, individual non
management employees of the Company may be considered for stock bonus awards
when circumstances do not allow adequate recognition of performance through
existing compensation sources or plans. For example, stock certificates as
perfect attendance recognition may be given to all employees of the Company.







Officer Ownership Policy: Officers of the Company are encouraged to own a
position in the Company's Stock of at least 50 percent of the value of their
annual salary. To promote this policy all bonuses for officers with stock
ownership positions below the 50 percent ownership level should receive no less
than 50 percent of any performance bonuses in the form of Company stock or stock
options unless otherwise approved by the Compensation Committee.

Stock Options: The Compensation Committee and Board of Directors may use stock
options in the place of or in conjunction with stock bonuses once the Company
has in place an SEC approved non qualified stock option plan.

Adoption: This plan was originally adopted on January 23, 1994 at a meeting of
the Board of Directors of Roanoke Gas Company held at its Corporate Offices at
519 Kimball Avenue, N.E., Roanoke, Virginia 24016. RGC Resources, Inc. adopted
this amended and restated plan on August 23, 1999 at a meeting held at its
corporate offices at 519 Kimball Avenue, N.E., Virginia 24016.




                                                  s/Roger L. Baumgardner
                                                    Corporate Secretary

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