EXHIBIT 8.1





                                 June ___, 1994





Empire Gas Corporation
1700 S. Jefferson
Lebanon, Missouri 65536

Ladies and Gentlemen:

          You have requested our opinion with respect to certain United States
Federal income tax issues relating to the issuance of Senior Secured Notes and
Warrants as more fully described in the Registration Statement of Empire Gas
Corporation ("the Company") filed under the Securities Act of 1933 with the
Securities and Exchange Commission on April 29, 1994, as amended through the
date hereof (the "Registration Statement").  Capitalized terms used herein and
not otherwise defined have the meanings set forth in the Registration Statement.

          In rendering this opinion we have examined such statutes, regulations,
records, certificates and other documents as we have considered necessary or
appropriate as a basis for such opinion, including the Registration Statement
and the Form of Proposed Indenture between the Company and Shawmut Bank
Connecticut, National Association, Trustee, relating to the Senior Secured
Notes due 2004 (the "Proposed Indenture").  In such examination, we have assumed
that the Proposed Indenture will be executed substantially in the form we have
reviewed.  We have also assumed the genuineness of all signatures, the proper
execution of all documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of documents submitted to us as copies,
and the authenticity of the originals of any copies.  Further, this opinion is
based on a representation of the Company made to us in a letter dated June ___,
1994 that the factual statements in the Registration Statement are true and
correct as of that date.  We are not aware of any facts or circumstances
contrary to or inconsistent with such representation.



                                       -2-

          This  opinion is based in part on our opinion dated June ____, 1994
addressed to the Company that the Senior Secured Notes have been duly authorized
by the Company and that when executed, delivered and paid for as contemplated in
the Registration Statement, the Indenture and the Underwriting Agreement, the
Senior Secured Notes will be legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms, subject to the exceptions noted in such opinion.

          Based on the foregoing, we are of the opinion that the material
Federal income tax consequences of an investment in Units are as described in
the Registration Statement under the heading "Certain Federal Income Tax
Considerations."

          We are further of the opinion that the Senior Secured Notes will be
treated as indebtedness for Federal income tax purposes.

          The opinions set forth in this letter are based on relevant provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), of Treasury
Regulations thereunder (including Proposed and Temporary Regulations), and
interpretations of the foregoing as expressed in court decisions, administrative
determinations, and legislative history as of the date hereof.  This opinion is
effective as of the date hereof.  We undertake no obligation to update or
supplement this letter to reflect any changes in laws that may occur.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein and under
the caption "Certain Federal Income Tax Considerations."

                              Sincerely yours,



                              Wilmer, Cutler & Pickering

                              By: _____________________________________