<PAGE>         

    As filed with the Securities and Exchange Commission on July 14, 1997
                                                             File No. 333-_____
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          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 Number)

           5241 Spring Mountain Road
                P.O. Box 98510
               Las Vegas, Nevada                        89193-8510
    (Address of principal executive offices)            (Zip Code)

             SOUTHWEST GAS CORPORATION 1996 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                               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
                   (Name and address of agent for service)

                                (702) 876-7237
        (Telephone number, including area code, of agent for service)

<TABLE>

<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
                                         -------------------------------
                      
                                                Amount        Proposed maximum    Proposed maximum     Amount of
                                                to be        offering price per       aggregate      Registration
Title of securities being registered      registered(1)(2)      share(3)         offering price(3)       fee(3)
------------------------------------      -----------------  ------------------   -----------------  ------------
<S>                                       <C>                <C>                 <C>                 <C>
Common Stock ($1 par value)               1,500,000 shares   $19-1/16            $28,593,750         $8,664.77

</TABLE>
(1)  This Registration Statement covers, in addition to the number of shares
     of Common Stock stated above, options to purchase the shares of Common
     Stock covered by the Prospectus and, pursuant to Rule 416 an indeterminate
     number of shares which by reason of certain events specified in the Plan 
     may become subject to the Plan.
  
(2)  Each share is accompanied by a common share purchase right pursuant to the 
     Registrant's Rights Agreement, dated March 5, 1996 with Harris Trust 
     Company, as Rights Agent.

(3)  Pursuant to Rule 457(h), 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 prices of the Common Stock on July 9, 1997, as 
     reported on the New York Stock Exchange and published in The Western
     Edition of The Wall Street Journal.


==============================================================================
                                       <PAGE>
<PAGE>                                       
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


  The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to optionees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act").  Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Act.  These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus 
that meets the requirements of Section 10(a) of the Act.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     Incorporation of Certain Documents by Reference

  The following documents of Southwest Gas Corporation (the "Company") filed
with the Securities and Exchange Commission are incorporated herein by 
reference:

  (a)  Annual Report on Form 10-K for the Company's fiscal year ended
       December 31, 1996;

  (b)  Quarterly Report on Form 10-Q for the Company's quarterly period ended
       March 31, 1997;

  (c)  Current Reports on Form 8-K dated February 11, 1997 and April 30,
       1997; and

  (d)  The description of the Company's Common Stock contained in its
       Registration Statement on Form 8-A filed on June 8, 1979, and any
       amendment or report filed for the purpose of updating such
       description.

  All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement. 

ITEM 4.     DESCRIPTION OF SECURITIES

  The Company's Common Stock, $1.00 par value, (the "Common Stock") is
registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.

                                       S-1<PAGE>
<PAGE>

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

  Robert M. Johnson, Esq., as Assistant General Counsel for the Company, has
given an opinion to the Securities and Exchange Commission upon the validity of
the shares of Common Stock registered.

  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 included in the Annual Report on Form
10-K for the year ended December 31, 1996, and are included herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said report.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

  The Company's Articles of Incorporation contain a provision which eliminates
the liability of directors for monetary damages to the fullest extent 
permissible under California law.  The General Corporation Law of California 
(the "Law") (i) authorizes the elimination of liability of directors for 
monetary  damages in an action brought by a shareholder in the right of the 
Company (referred to herein as a "derivative action") or by the Company for 
breach  of a  director's duties to the Company and its shareholders and (ii) 
authorizes  the  Company to indemnify directors and officers for monetary 
damages for all acts or  omissions committed by them in their respective 
capacities; provided, however, that liability is not limited nor may 
indemnification be provided for (a) acts or omissions that involve 
intentional misconduct or knowing and culpable violation of law, (b) for acts 
or omissions that a director or officer believes to be contrary to the best 
interests of the Company or its shareholders or that involve the absence of 
good faith on the part of a director or officer seeking indemnification, (c) 
for any transaction from which a director or officer derives an improper 
personal benefit, (d) for acts or omissions that show a reckless disregard for 
the director's or officer's duty to the Company or its shareholders in 
circumstances in which such person was aware, or should have been aware, in 
the ordinary course of performing his or her duties, of a risk of serious 
injury to the Company or its shareholders, (e) for acts or omissions that 
constitute an unexcused pattern of inattention that amounts to an abdication 
of the director's or officer's duty to the Company or its shareholders, and (f) 
for liabilities arising under Section 310 (contracts in which a director has a 
material financial interest) and Section 316 (certain unlawful dividends, 
distributions, loans and guarantees) of the Law.  In addition, the Company may 
not indemnify directors and officers in circumstances in which indemnification 
is expressly prohibited by Section 317 of the Law.  

  The bylaws of the Company provide that the Company has the power to indemnify 
directors and officers to the fullest extent permitted under California
law and the Company's Articles of Incorporation.  The Company has entered into
indemnification agreements with its directors and officers which require that 
the Company indemnify such directors and officers in all cases to the fullest 
extent permitted by applicable provisions of the Law.  The Company also 
maintains a directors' and officers' liability insurance policy insuring 
directors and officers of the Company for covered losses as defined in the 
policy.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.     EXHIBITS

    4.1     Southwest Gas Corporation 1996 Stock Incentive Plan
    4.2     Form of Employee Nonqualified Stock Option Agreement
    4.3     Form of Employee Incentive Stock Option Agreement
    5.1     Opinion of Counsel of Southwest regarding legality of the 
            securities to be registered
   23.1     Consent of Arthur Andersen LLP
   23.2     Consent of Counsel of Southwest (included in opinion filed as 
            Exhibit 5.1 to this Registration Statement)
   24.1     Powers of Attorney (included on pages S-4 and S-5 of this 
            Registration Statement)
__________

                                       
                                       S-2<PAGE>
<PAGE>

ITEM 9.     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:

            (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933, as amended (the "Securities Act");

            (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 the
  Registration Statement, and;

            (iii) To include any material information with respect to the plan 
            of distribution not previously disclosed in the Registration 
            Statement or any material change to such information in the 
            Registration Statement; Provided, however, that paragraphs 
            (a)(1)(i) and (a)(1)(ii) do not apply if the information required 
            to be included in a post-effective amendment by those paragraphs 
            is contained in periodic reports filed by the registrant pursuant to
            Section 13 or Section 15(d) of the Securities Exchange Act of 1934, 
            as amended (the "Exchange Act") that are incorporated by reference 
            in the 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; and

  (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.

  The undersigned registrant hereby undertakes that, for purposes of determining
  any liability under the Act, each filing of the registrant's annual report 
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant 
  to Section 15(d) of the Exchange Act) that is incorporated by reference in 
  the Registration Statement 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.

  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the provisions described in Item 6 above, 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 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 and will be governed by the final adjudication of such issue.

                                       S-3<PAGE>
<PAGE>
                              

                                  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-8 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 the
10th day of July, 1997.

                             SOUTHWEST GAS CORPORATION

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

                                  SIGNATURES

          Each person whose signature appears below constitutes and appoints
Michael O. Maffie and George C. Biehl his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing necessary and requisite to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          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         July 10, 1997
-----------------------------      Chief Executive Officer
     (Michael O. Maffie)        (Principal Executive Officer)


 /s/   GEORGE C. BIEHL              Senior Vice President,         July 10, 1997
-----------------------------    Chief Financial Officer and
      (George C. Biehl)               Corporate Secretary
                                 (Principal Financial Officer)


 /s/   EDWARD A. JANOV              Vice President, Controller     July 10, 1997
-----------------------------      and Chief Accounting Officer    
      (Edward A. Janov)           (Principal Accounting Officer)


 /s/  RALPH C. BATASTINI                     Director              July 10, 1997
-----------------------------    
     (Ralph C. Batastini)


 /s/  MANUEL J. CORTEZ                       Director              July 10, 1997
-----------------------------     
     (Manuel J. Cortez)



                                       S-4<PAGE>
<PAGE>

 /s/    LLOYD T. DYER                   Director                   July 10, 1997
-----------------------------       
       (Lloyd T. Dyer)


 /s/   KENNY C. GUINN             Chairman of the Board            July 10, 1997
-----------------------------          of Directors
      (Kenny C. Guinn)                                                         


 /s/ THOMAS Y. HARTLEY                  Director                   July 10, 1997
-----------------------------    
    (Thomas Y. Hartley)
    
                                    
/s/   MICHAEL B. JAGER                  Director                   July 10, 1997
-----------------------------      
      (Michael B. Jager)


/s/   LEONARD R. JUDD                   Director                   July 10, 1997
-----------------------------                                      
      (Leonard R. Judd)


 /s/  JAMES R. LINCICOME                Director                   July 10, 1997
-----------------------------     
     (James R. Lincicome)


 /s/  CAROLYN M. SPARKS                 Director                   July 10, 1997
-----------------------------      
     (Carolyn M. Sparks)


 /s/   ROBERT S. SUNDT                  Director                   July 10, 1997
-----------------------------      
      (Robert S. Sundt)

                                      S-5<PAGE>
<PAGE>
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{"company-data": {"conformed-name": "SOUTHWEST GAS CORP", "cik": "0000092416", "assigned-sic": "4923", "irs-number": "880085720", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31223", "film-number": "97640067"}, "business-address": {"street1": "5241 SPRING MOUNTAIN RD", "street2": "PO BOX 98510", "city": "LAS VEGAS", "state": "NV", "zip": "89193-8510", "phone": "7028767237"}, "mail-address": {"street1": "5241 SPRING MOUNTAIN RD", "street2": "PO BOX 98510", "city": "LAS VEGAS", "state": "NV", "zip": "89193"}}
As filed with the Securities and Exchange Commission on July 14, 1997
                                                             File No. 333-_____
==============================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             ____________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933

                          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 Number)

           5241 Spring Mountain Road
                P.O. Box 98510
               Las Vegas, Nevada                        89193-8510
    (Address of principal executive offices)            (Zip Code)

             SOUTHWEST GAS CORPORATION 1996 STOCK INCENTIVE PLAN
                          (Full title of the plan)

                               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
                   (Name and address of agent for service)

                                (702) 876-7237
        (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
                                         -------------------------------
                      
                                                Amount        Proposed maximum    Proposed maximum     Amount of
                                                to be        offering price per       aggregate      Registration
Title of securities being registered      registered(1)(2)      share(3)         offering price(3)       fee(3)
------------------------------------      -----------------  ------------------   -----------------  ------------
Common Stock ($1 par value)               1,500,000 shares   $19-1/16            $28,593,750         $8,664.77
(1)  This Registration Statement covers, in addition to the number of shares
     of Common Stock stated above, options to purchase the shares of Common
     Stock covered by the Prospectus and, pursuant to Rule 416 an indeterminate
     number of shares which by reason of certain events specified in the Plan 
     may become subject to the Plan.
  
(2)  Each share is accompanied by a common share purchase right pursuant to the 
     Registrant's Rights Agreement, dated March 5, 1996 with Harris Trust 
     Company, as Rights Agent.

(3)  Pursuant to Rule 457(h), 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 prices of the Common Stock on July 9, 1997, as 
     reported on the New York Stock Exchange and published in The Western
     Edition of The Wall Street Journal.

==============================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  The documents containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to optionees
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act").  Such documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Act.  These documents, which
include the statement of availability required by Item 2 of Form S-8, and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus 
that meets the requirements of Section 10(a) of the Act.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     Incorporation of Certain Documents by Reference

  The following documents of Southwest Gas Corporation (the "Company") filed
with the Securities and Exchange Commission are incorporated herein by 
reference:

  (a)  Annual Report on Form 10-K for the Company's fiscal year ended
       December 31, 1996;

  (b)  Quarterly Report on Form 10-Q for the Company's quarterly period ended
       March 31, 1997;

  (c)  Current Reports on Form 8-K dated February 11, 1997 and April 30,
       1997; and

  (d)  The description of the Company's Common Stock contained in its
       Registration Statement on Form 8-A filed on June 8, 1979, and any
       amendment or report filed for the purpose of updating such
       description.

  All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into the prospectus and to be a part hereof from the date of filing of
such documents.  Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or amended,
to constitute a part of this Registration Statement. 

ITEM 4.     DESCRIPTION OF SECURITIES

  The Company's Common Stock, $1.00 par value, (the "Common Stock") is
registered pursuant to Section 12 of the Exchange Act, and, therefore, the
description of securities is omitted.

                                       S-1
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

  Robert M. Johnson, Esq., as Assistant General Counsel for the Company, has
given an opinion to the Securities and Exchange Commission upon the validity of
the shares of Common Stock registered.

  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 included in the Annual Report on Form
10-K for the year ended December 31, 1996, and are included herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
said report.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

  The Company's Articles of Incorporation contain a provision which eliminates
the liability of directors for monetary damages to the fullest extent 
permissible under California law.  The General Corporation Law of California 
(the "Law") (i) authorizes the elimination of liability of directors for 
monetary  damages in an action brought by a shareholder in the right of the 
Company (referred to herein as a "derivative action") or by the Company for 
breach  of a  director's duties to the Company and its shareholders and (ii) 
authorizes  the  Company to indemnify directors and officers for monetary 
damages for all acts or  omissions committed by them in their respective 
capacities; provided, however, that liability is not limited nor may 
indemnification be provided for (a) acts or omissions that involve 
intentional misconduct or knowing and culpable violation of law, (b) for acts 
or omissions that a director or officer believes to be contrary to the best 
interests of the Company or its shareholders or that involve the absence of 
good faith on the part of a director or officer seeking indemnification, (c) 
for any transaction from which a director or officer derives an improper 
personal benefit, (d) for acts or omissions that show a reckless disregard for 
the director's or officer's duty to the Company or its shareholders in 
circumstances in which such person was aware, or should have been aware, in 
the ordinary course of performing his or her duties, of a risk of serious 
injury to the Company or its shareholders, (e) for acts or omissions that 
constitute an unexcused pattern of inattention that amounts to an abdication 
of the director's or officer's duty to the Company or its shareholders, and (f) 
for liabilities arising under Section 310 (contracts in which a director has a 
material financial interest) and Section 316 (certain unlawful dividends, 
distributions, loans and guarantees) of the Law.  In addition, the Company may 
not indemnify directors and officers in circumstances in which indemnification 
is expressly prohibited by Section 317 of the Law.  

  The bylaws of the Company provide that the Company has the power to indemnify 
directors and officers to the fullest extent permitted under California
law and the Company's Articles of Incorporation.  The Company has entered into
indemnification agreements with its directors and officers which require that 
the Company indemnify such directors and officers in all cases to the fullest 
extent permitted by applicable provisions of the Law.  The Company also 
maintains a directors' and officers' liability insurance policy insuring 
directors and officers of the Company for covered losses as defined in the 
policy.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

            Not applicable.

ITEM 8.     EXHIBITS

    4.1     Southwest Gas Corporation 1996 Stock Incentive Plan
    4.2     Form of Employee Nonqualified Stock Option Agreement
    4.3     Form of Employee Incentive Stock Option Agreement
    5.1     Opinion of Counsel of Southwest regarding legality of the 
            securities to be registered
   23.1     Consent of Arthur Andersen LLP
   23.2     Consent of Counsel of Southwest (included in opinion filed as 
            Exhibit 5.1 to this Registration Statement)
   24.1     Powers of Attorney (included on pages S-4 and S-5 of this 
            Registration Statement)
__________

                                       
                                       S-2
ITEM 9.     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:

            (i)  To include any prospectus required by Section 10(a)(3) of the
  Securities Act of 1933, as amended (the "Securities Act");

            (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 the
  Registration Statement, and;

            (iii) To include any material information with respect to the plan 
            of distribution not previously disclosed in the Registration 
            Statement or any material change to such information in the 
            Registration Statement; Provided, however, that paragraphs 
            (a)(1)(i) and (a)(1)(ii) do not apply if the information required 
            to be included in a post-effective amendment by those paragraphs 
            is contained in periodic reports filed by the registrant pursuant to
            Section 13 or Section 15(d) of the Securities Exchange Act of 1934, 
            as amended (the "Exchange Act") that are incorporated by reference 
            in the 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; and

  (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.

  The undersigned registrant hereby undertakes that, for purposes of determining
  any liability under the Act, each filing of the registrant's annual report 
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual report pursuant 
  to Section 15(d) of the Exchange Act) that is incorporated by reference in 
  the Registration Statement 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.

  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the 
registrant pursuant to the provisions described in Item 6 above, 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 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 and will be governed by the final adjudication of such issue.

                                       S-3
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-8 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 the
10th day of July, 1997.

                             SOUTHWEST GAS CORPORATION

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

                                  SIGNATURES

          Each person whose signature appears below constitutes and appoints
Michael O. Maffie and George C. Biehl his true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing necessary and requisite to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

          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         July 10, 1997
-----------------------------      Chief Executive Officer
     (Michael O. Maffie)        (Principal Executive Officer)

 /s/   GEORGE C. BIEHL              Senior Vice President,         July 10, 1997
-----------------------------    Chief Financial Officer and
      (George C. Biehl)               Corporate Secretary
                                 (Principal Financial Officer)

 /s/   EDWARD A. JANOV              Vice President, Controller     July 10, 1997
-----------------------------      and Chief Accounting Officer    
      (Edward A. Janov)           (Principal Accounting Officer)

 /s/  RALPH C. BATASTINI                     Director              July 10, 1997
-----------------------------    
     (Ralph C. Batastini)

 /s/  MANUEL J. CORTEZ                       Director              July 10, 1997
-----------------------------     
     (Manuel J. Cortez)

                                       S-4
/s/    LLOYD T. DYER                   Director                   July 10, 1997
-----------------------------       
       (Lloyd T. Dyer)

 /s/   KENNY C. GUINN             Chairman of the Board            July 10, 1997
-----------------------------          of Directors
      (Kenny C. Guinn)                                                         

 /s/ THOMAS Y. HARTLEY                  Director                   July 10, 1997
-----------------------------    
    (Thomas Y. Hartley)
    
                                    
/s/   MICHAEL B. JAGER                  Director                   July 10, 1997
-----------------------------      
      (Michael B. Jager)

/s/   LEONARD R. JUDD                   Director                   July 10, 1997
-----------------------------                                      
      (Leonard R. Judd)

 /s/  JAMES R. LINCICOME                Director                   July 10, 1997
-----------------------------     
     (James R. Lincicome)

 /s/  CAROLYN M. SPARKS                 Director                   July 10, 1997
-----------------------------      
     (Carolyn M. Sparks)

 /s/   ROBERT S. SUNDT                  Director                   July 10, 1997
-----------------------------      
      (Robert S. Sundt)

                                      S-5