Item 1.01. Entry into a Material Definitive Agreement.

On November 11, 2008, Energy West, Incorporated ("Energy West") entered into the First Amendment (the "Amendment") to the Stock Purchase Agreement with certain shareholders of Cut Bank Gas Company ("Cut Bank Gas"), namely, Dan F. Whetstone, Pamela R. Lowry, Paula A. Poole, William J. Junkermier and Roger W. Junkermier. Under the Stock Purchase Agreement, Energy West agreed to purchase all of the outstanding shares of stock of Cut Bank Gas. Pursuant to the Amendment, the number of shares Energy West's common stock to be issued to the Cut Bank Gas shareholders will be determined by the average closing price of an Energy West share of common stock as reported by Nasdaq during the thirty consecutive trading days ending on the third day prior to the closing of the transaction.

The foregoing description of Amendment is not complete and is qualified in its entirety by reference to the full and complete terms of the agreement which is attached as Exhibit 10.1 to this current report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 First Amendment to Stock Purchase Agreement between Dan F. Whetstone, Pamela R. Lowry, Paula A. Poole, William J. Junkermier, Roger W. Junkermier and Energy West, Incorporated dated as of November 11, 2008

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