Current Report on Form 8-K



UNITED STATES
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) September 21, 2004
     

SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)

     
California
(State or other jurisdiction of
incorporation or organization)


5241 Spring Mountain Road
Post Office Box 98510
Las Vegas, Nevada
(Address of principal executive offices)
 1-7850
(Commission
File Number) 		88-0085720
(I.R.S. Employer
Identification No.)




89193-8510
(Zip Code)


Registrant's telephone number, including area code: (702) 876-7237


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 230.425)

[ ] 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.

On September 21, 2004, Southwest Gas Corporation (the “Company”) entered into Employment and Change in Control Agreements with several senior officers, including the Company’s Chief Executive Officer. The forms of the agreements were previously filed as exhibits to the Form 10-Q for the period ended September 30, 2000. Key terms of the new agreements are shown below.



Minimum
annual
base salary
 Incentive
compensation
percentage
 Additional
SERP
points
 Severance
benefits
maximum months
 Change in control
lump-sum
salary benefit
Jeffrey W. Shaw     $ 465,000     115% 15 points     36 months     36 months    
James P. Kane     $ 322,000     100% 10 points     18 months     30 months    
Thomas J Armstrong     $ 205,000     75% 10 points     18 months     24 months    
Edward A. Janov     $ 182,000     75% 10 points     18 months     24 months    
Christina A. Palacios     $ 194,000     75% 10 points     18 months     24 months    




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.








Date:  September 22, 2004 		SOUTHWEST GAS CORPORATION



/s/ GEORGE C. BIEHL
George C. Biehl
Executive Vice President/Chief Financial Officer and
Corporate Secretary