SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 8-K
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                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported): July 25, 2006

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                               RGC RESOURCES, INC.
             (Exact name of Registrant as specified in its charter)

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      Virginia                   000-26591                    54-1909697
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(State or other                 (Commission                 (IRS Employer
jurisdiction of                 File Number)               Identification No.)
incorporation)


519 Kimball Ave., N.E.        Roanoke, Virginia                  24016
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(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)
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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 13c-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.01         COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

                  On July 10, 2006, Diversified Energy Company d/b/a Highland
                  Energy, a wholly owned subsidiary of RGC Resources, Inc.
                  ("Resources" or "Company"), entered into an asset purchase and
                  sale agreement for the sale of the assets relating to its
                  energy marketing business to Atmos Energy Marketing, LLC
                  ("Atmos"). On July 25, 2006, the sale of the assets was
                  closed. The assets sold included the gas supply contracts
                  between Highland Energy and its customers and related business
                  records. The effective date of transfer under the gas supply
                  contracts is set as the date from the first meter read
                  performed for each of the end user customers on or after
                  August 1, 2006. Prior to this transaction, Highland Energy
                  purchased from Atmos a majority of the natural gas that
                  Highland Energy resold to customers pursuant to these gas
                  supply contracts.

                  Highland Energy and Resources agreed with Atmos for a period
                  of three years ending July 1, 2009 to not sell any natural gas
                  for consumption by an existing customer at any facility
                  serviced under the assigned contracts with the exception of
                  tariff gas sales by a public utility subsidiary or affiliate.

                  The purchase price for the assets sold by Highland Energy is
                  valued at up to $414,270. The purchase price was a negotiated
                  amount, as may be adjusted as described below, based on the
                  value of the gas supply contracts and the customer
                  relationships. Atmos paid Highland Energy the sum of $233,216
                  at closing. The remaining $181,054 will be paid by Atmos to
                  Highland Energy on the first anniversary of the closing
                  provided that all such customers with assigned contracts
                  remain as customers of Atmos Energy as of the anniversary
                  date. However, the remaining balance payable will be adjusted
                  downward by a prescribed amount to the extent (i) a customer
                  pursuant an assigned contract is no longer a customer on the
                  anniversary date and such customer was not a customer for two
                  of the preceding twelve months or (ii) any customer reduces
                  their average natural gas consumption by more than 20 percent
                  from current annualized levels.

                  As a result of the sale of the assets of Highland Energy, the
                  Company recognized a loss of approximately $147,000 related to
                  the unassigned basis (the transportation component of the gas
                  purchase agreements) not acquired by Atmos. The loss reflects
                  the difference in the original cost of such basis in excess of
                  the current net realizable value that Highland Energy expects
                  to receive for resale of the basis in current gas market
                  conditions.

ITEM 9.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (d)      Exhibits

2.1               Asset Purchase and Sale Agreement by and between Diversified
                  Energy Co. d/b/a Highland Energy and Atmos Energy Marketing,
                  LLC dated July 10, 2006. (Certain schedules or similar
                  attachments to this agreement have been omitted and Resources
                  agrees to furnish the Securities and Exchange Commission
                  supplementally a copy of any such omitted schedule or similar
                  attachment upon request.)











                                   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.



Date: July 27, 2006                 By: s/Howard T. Lyon

                                       Howard T. Lyon
                                       Vice-President, Treasurer and Controller
                                      (Principal Financial Officer)