UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

Commission File Number 1-7850

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)

88-0085720
(I.R.S. Employer
Identification No.)

89193-8510
(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes |X| No |_|

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
Common Stock, $1 Par Value, 36,059,272 shares as of November 2, 2004.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except par value)

	SEPTEMBER 30, 2004			DECEMBER 31, 2003
	(Unaudited)
ASSETS
Utility plant:
Gas plant	$	3,200,737		$	3,035,969
Less: accumulated depreciation		(966,805	)		(896,309	)
Acquisition adjustments, net		2,398			2,533
Construction work in progress		27,133			33,543

Net utility plant		2,263,463			2,175,736

Other property and investments		98,184			87,443

Current assets:
Cash and cash equivalents		10,179			17,183
Accounts receivable, net of allowances		87,306			126,783
Accrued utility revenue		29,700			66,700
Deferred income taxes		2,636			6,914
Deferred purchased gas costs		54,424			9,151
Prepaids and other current assets		65,010			54,356

Total current assets		249,255			281,087

Deferred charges and other assets		67,169			63,840

Total assets	$	2,678,071		$	2,608,106


CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $1 par (authorized - 45,000,000 shares; issued
and outstanding - 35,925,055 and 34,232,098 shares)	$	37,555		$	35,862
Additional paid-in capital		545,461			510,521
Retained earnings		78,646			84,084

Total equity		661,662			630,467
Subordinated debentures due to Southwest Gas Capital II		100,000			100,000
Long-term debt, less current maturities		1,164,650			1,121,164

Total capitalization		1,926,312			1,851,631

Current liabilities:
Current maturities of long-term debt		30,905			6,435
Short-term debt		38,000			52,000
Accounts payable		67,380			110,114
Customer deposits		47,706			44,290
Accrued general taxes		38,384			32,466
Accrued interest		20,186			19,665
Other current liabilities		48,868			45,442

Total current liabilities		291,429			310,412

Deferred income taxes and other credits:
Deferred income taxes and investment tax credits		281,317			277,332
Taxes payable		3,817			6,661
Accumulated removal costs		79,000			68,000
Other deferred credits		96,196			94,070

Total deferred income taxes and other credits		460,330			446,063

Total capitalization and liabilities	$	2,678,071		$	2,608,106

The accompanying notes are an integral part of these statements.

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,						TWELVE MONTHS ENDED SEPTEMBER 30,
	2004			2003			2004			2003			2004			2003
Operating revenues:
Gas operating revenues	$	206,459		$	167,827		$	866,999		$	733,192		$	1,168,160		$	1,014,275
Construction revenues		58,008			52,335			149,565			146,107			200,109			201,446

Total operating revenues		264,467			220,162			1,016,564			879,299			1,368,269			1,215,721

Operating expenses:
Net cost of gas sold		102,978			72,398			450,690			358,908			574,285			472,942
Operations and maintenance		74,289			66,012			214,957			196,502			285,317			264,431
Depreciation and amortization		36,725			34,345			108,867			101,183			144,123			135,341
Taxes other than income taxes		9,528			9,075			29,026			27,530			37,406			35,613
Construction expenses		49,964			46,617			130,285			129,358			175,112			179,101

Total operating expenses		273,484			228,447			933,825			813,481			1,216,243			1,087,428

Operating income (loss)		(9,017	)		(8,285	)		82,739			65,818			152,026			128,293

Other income and (expenses):
Net interest deductions		(20,079	)		(18,935	)		(57,622	)		(58,709	)		(76,019	)		(78,970	)
Net interest deductions on subordinated debentures		(1,930	)		(750	)		(5,791	)		(750	)		(7,721	)		(750	)
Preferred securities distributions		--			(1,442	)		--			(4,180	)		--			(5,549	)
Other income (deductions)		2,076			978			3,252			2,575			4,922			17,588

Total other income and (expenses)		(19,933	)		(20,149	)		(60,161	)		(61,064	)		(78,818	)		(67,681	)

Income (loss) before income taxes		(28,950	)		(28,434	)		22,578			4,754			73,208			60,612
Income tax expense (benefit)		(12,597	)		(11,027	)		6,249			726			22,405			18,769

Net income (loss)	$	(16,353	)	$	(17,407	)	$	16,329		$	4,028		$	50,803		$	41,843

Basic earnings (loss) per share	$	(0.46	)	$	(0.51	)	$	0.47		$	0.12		$	1.47		$	1.25

Diluted earnings (loss) per share	$	(0.46	)	$	(0.51	)	$	0.47		$	0.12		$	1.45		$	1.24

Dividends paid per share	$	0.205		$	0.205		$	0.615		$	0.615		$	0.82		$	0.82

Average number of common shares outstanding		35,412			33,852			34,857			33,653			34,661			33,545
Average shares outstanding (assuming dilution)		--			--			35,116			33,911			34,942			33,816

The accompanying notes are an integral part of these statements.

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
(Unaudited)

	NINE MONTHS ENDED SEPTEMBER 30,						TWELVE MONTHS ENDED SEPTEMBER 30,
	2004			2003			2004			2003
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	16,329		$	4,028		$	50,803		$	41,843
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization		108,867			101,183			144,123			135,341
Deferred income taxes		8,263			16,305			36,102			1,118
Changes in current assets and liabilities:
Accounts receivable, net of allowances		39,477			57,945			(14,052	)		13,220
Accrued utility revenue		37,000			37,073			(1,700	)		1,072
Deferred purchased gas costs		(45,273	)		(4,288	)		(76,966	)		(6,098	)
Accounts payable		(42,734	)		(34,192	)		13,044			2,477
Accrued taxes		3,074			(10,982	)		13,670			20,020
Other current assets and liabilities		(3,749	)		85			(2,142	)		10,603
Other		(4,880	)		265			(6,154	)		(3,975	)

Net cash provided by operating activities		116,374			167,422			156,728			215,621

CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions		(195,360	)		(163,899	)		(272,132	)		(249,168	)
Other		3,336			3,685			(18,564	)		6,386

Net cash used in investing activities		(192,024	)		(160,214	)		(290,696	)		(242,782	)

CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net		36,633			13,675			44,248			17,075
Dividends paid		(21,420	)		(20,698	)		(28,407	)		(27,507	)
Issuance of subordinated debentures, net		--