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                        CONSOLIDATED NATURAL GAS COMPANY


                                     BYLAWS



                   AS AMENDED AND IN EFFECT DECEMBER 15, 2000

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                        CONSOLIDATED NATURAL GAS COMPANY

                                    ARTICLE I
                                  STOCKHOLDERS

     1.1  Annual Meetings.  An annual meeting of the stockholders shall be held
for the election of directors on the third Tuesday in May of each year or on
such other date and at such time and place, either within or without the State
of Delaware, as may be designated by resolution of the Board of Directors from
time to time.  Any other proper business may be transacted at the annual
meeting.

     1.2  Special Meetings.  Special meetings of stockholders for any purpose or
purposes may be called at any time by the Chairman of the Board, if any, the
President or the Board of Directors.  Such special meetings shall be held at
such date, time and place either within or without the State of Delaware as may
be stated in the notice of the meeting.

     1.3  Notice of Meetings.  Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
which shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
Unless otherwise provided by law, the written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.  If mailed, such notice
shall be deemed to be given when deposited in the mail, postage prepaid,
directed to the stockholder at his or her address as it appears on the records
of the Company.

     1.4  Adjournments.  Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place, and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken.  At the
adjourned meeting the Company may transact any business which might have been
transacted at the original meeting.  If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

     1.5  Quorum.  At each meeting of stockholders, except where otherwise
provided by law or the Certificate of Incorporation or these Bylaws, the holders
of a majority of the outstanding shares of stock entitled to vote at the
meeting, present in person or by proxy, shall constitute a quorum.  For purposes
of the foregoing, two or more classes or series of stock shall be considered a
single class if the holders thereof are entitled to vote together as a single
class at the meeting.  In the absence of a quorum, the stockholders so present
may, by majority vote, adjourn the meeting from time to time in the manner
provided in Section 1.4 of these Bylaws until a quorum shall attend.  Shares of
its own stock belonging to the Company or to another company, if a majority of
the shares entitled to vote in the election of directors of such other company
is held, directly or indirectly, by the Company, shall neither be entitled to
vote nor be counted for quorum purposes; provided, however, that the foregoing
shall not limit the right of any company to vote stock, including but not
limited to its own stock, held by it in a fiduciary capacity.
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     1.6  Organization.  Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or in his or her absence by the President, or in
his or her absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation, by a chairman chosen at the meeting.  The Secretary shall act
as secretary of the meeting, but in his or her absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.

     1.7  Voting; Proxies.  Unless otherwise provided in the Certificate of
Incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by him which has
voting power upon the matter in question.

     (a)  Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy, but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.

     (b)  Without limiting the manner in which a stockholder may authorize
another person or persons to act for him as proxy pursuant to this subsection
(b) of this Section, the following shall constitute a valid means by which a
stockholder may grant such authority:

          (1)  A stockholder may execute a writing authorizing another person or
     persons to act for him as proxy.  Execution may be accomplished by the
     stockholder or his or her authorized officer, director, employee or agent
     signing such writing or causing his or her signature to be affixed to such
     writing by any reasonable means including, but not limited to, by facsimile
     signature.

          (2)  A stockholder may authorize another person or persons to act for
     him as proxy by transmitting or authorizing the transmission of a telegram,
     cablegram or other means of electronic transmission to the person who will
     be the holder of the proxy or to a proxy solicitation firm, proxy support
     service organization or like agent duly authorized by the person who will
     be the holder of the proxy to receive such transmission, provided that any
     such telegram, cablegram or other means of electronic transmission must
     either set forth or be submitted with information from which it can be
     determined that the telegram, cablegram, or other electronic transmission
     was authorized by the stockholder.  If it is determined that such
     telegrams, cablegrams or other electronic transmissions are valid, the
     inspectors or, if there are no inspectors, such other persons making that
     determination shall specify the information upon which they relied.

     (c)  Any copy, facsimile, telecommunication or other reliable reproduction
of the writing or transmission created pursuant to this subsection (c) of this
Section, may be submitted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or

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transmission could be used, provided that such copy, facsimile,
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

     (d)  A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.  A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the Company generally.  A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Company.  Voting at meetings of stockholders need not be by written ballot
and need not be conducted by inspectors unless the holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon present in
person or by proxy at such meeting shall so determine.  At all meetings of
stockholders for the election of directors, a plurality of the votes cast shall
be sufficient to elect.  All other elections and questions shall, unless
otherwise provided by law or by the Certificate of Incorporation or these
Bylaws, be decided by the vote of the holders of a majority of the outstanding
shares of stock entitled to vote thereon present in person or by proxy at the
meeting, provided that (except as otherwise required by law or by the
Certificate of Incorporation) the Board of Directors may require a larger vote
upon any election or question.

     1.8  Fixing Date for Determination of Stockholders of Record.

     (a) Notice and Voting Rights:  In order that the Company may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

     (b) Consents:  In order that the Company may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors.  If no record date has been fixed by the Board of Directors, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by law, the Certificate of Incorporation or these Bylaws, shall be the
first date on which a signed written consent setting forth the action taken or

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proposed to be taken is delivered to the Company by delivery to its registered
office, principal place of business, or an officer or agent of the Company
having custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the Company's registered office shall be by hand or
by certified mail, return receipt requested.  If no record date has been fixed
by the Board of Directors and prior action by the Board of Directors is required
by law, the Certificate of Incorporation or these Bylaws, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.

     (c) Other Lawful Action:  In order that the Company may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

     1.9  List of Stockholders Entitled to Vote.  The Secretary shall prepare
and make, at least ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     1.10  Consent of Stockholders in Lieu of Meeting.  Unless otherwise
restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any annual or special meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, or any verifiable electronic transmission setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted.  The consent or consents shall be delivered to the Company by
delivery to its registered office, principal place of business, or an officer or
agent of the Company having custody of the book in which proceedings of meetings
of stockholders are recorded.  Delivery made to the Company's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by law, to the Company, written
consents signed by a sufficient number of holders to take action are delivered
to the Company in the manner indicated above.  Prompt notice of the taking of

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the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

                                   ARTICLE II
                               BOARD OF DIRECTORS

     2.1  Functions and Compensation.  The business and affairs of the Company
shall be managed by or under the direction of the Board of Directors of the
Company.  The Board of Directors shall have the authority to fix the
compensation of the members thereof.

     2.2  Number; Qualifications.  The Board of Directors shall consist of one
or more members, the number thereof to be determined from time to time by
resolution of the Board of Directors.  Directors need not be stockholders.

     2.3  Election; Resignation; Removal; Vacancies.  The Board of Directors
shall initially consist of the persons elected as such by the incorporator.  At
the first annual meeting of stockholders and at each annual meeting thereafter,
the stockholders shall elect Directors to replace those Directors whose terms
then expire.  Any Director may resign at any time upon written notice to the
Company.  Stockholders may remove Directors with or without cause by vote of a
majority of the shares then entitled to vote at an election of directors.  Any
vacancy occurring in the Board of Directors for any cause may be filled by a
majority of the remaining members of the Board of Directors, although such
majority is less than a quorum, or by a plurality of the votes cast at a meeting
of stockholders, and each Director so elected shall hold office until the
expiration of the term of office of the Director whom he has replaced.

     2.4  Regular Meetings.  Regular meetings of the Board of Directors may be
held at such places within or without the State of Delaware and at such times as
the Board of Directors may from time to time determine, and if so determined
notices thereof need not be given.

     2.5  Special Meetings.  Special meetings of the Board of Directors may be
held at any time or place within or without the State of Delaware whenever
called by the Chairman of the Board, the President, any Vice President, the
Secretary, or by a plurality of directors in office.  Reasonable notice thereof
shall be given by the person or persons calling the meeting, not later than the
second day before the date of the special meeting.

     2.6  Telephonic Meetings Permitted.  Members of the Board of Directors may
participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 2.6 shall constitute presence in person at such meeting.

     2.7  Quorum; Vote Required for Action.  At all meetings of the Board of
Directors a majority of the entire Board shall constitute a quorum for the
transaction of business.  Except in cases in which the Certificate of

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Incorporation or these Bylaws otherwise provide, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

     2.8  Organization.  Meetings of the Board of Directors shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the
President, or in his or her absence by a chairman chosen at the meeting.  The
Secretary shall act as secretary of the meeting, but in his or her absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.

     2.9  Action by Directors Without a Meeting.  Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all members of the Board consent thereto in writing or by
any electronic transmission, and the writing, writings, or electronic
transmission are filed with the minutes of proceedings of the Board.


                                   ARTICLE III
                                    OFFICERS

     3.1  Executive Officers; Election; Qualifications.  As soon as practicable
after the annual meeting of stockholders in each year the Board of Directors
shall elect a President and Secretary, and it may, if it so determines, elect a
Chairman of the Board.  The Board of Directors may also elect one or more Vice
Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and may give any
of them such further designations or alternate titles as it considers desirable.
Any number of offices may be held by the same person. The Board of Directors may
designate the Chief Executive Officer.

     3.2  Term of Office; Resignation; Removal; Vacancies.  Except as otherwise
provided in the resolution of the Board of Directors electing any officer, each
such officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding this election, and
until his or her successor is elected and qualified or until his or her earlier
resignation or removal.  Any officer may resign at any time upon written notice
to the Company.  The Board of Directors may remove any officer with or without
cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the Company.  Any vacancy
occurring in any office of the Company by death, resignation, removal or
otherwise may be filled for the unexpired portion of the term by the Board of
Directors at any regular or special meeting.

     3.3  Powers and Duties of Executive Officers.  The officers of the Company
shall have such powers and duties in the management of the Company as may be
prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the
Board of Directors.  The President and each Vice President shall have authority
to sign certificates for shares of stock, bonds, deeds and all manner of
contracts necessary, expedient in or incident to the conduct of the Company's
business and to delegate such authority, to a maximum commitment level of $10
million and in accordance with the Company's policies and procedures, in such

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manner as may be approved by the President.  The Secretary shall have the duty
to record the proceedings of the meetings of the stockholders, the Board of
Directors in a book to be kept for that purpose.  The Board of Directors may
require any officer, agent or employee to give security for the faithful
performance of his or her duties.

     3.4  Compensation.  The Board of Directors shall fix the compensation of
the Chairman of the Board and of the President and shall fix, or authorize the
Chairman of the Board or the President to fix, the compensation of any or all
others.  The Board of Directors may vote compensation to any director for
attendance at meetings or for any special services.


                                   ARTICLE IV
                                      STOCK

     4.1  Certificates.  Every holder of stock shall be entitled to have a
certificate signed by or in the name of the Company by the Chairman of the Board
of Directors, if any, or the President or a Vice President, and by the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the
Company, certifying the number of shares owned by him in the Company.  Any of or
all the signatures on the certificate may be a facsimile.  In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
Company with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.

     4.2  Transfer of Stock.  Upon surrender to the Company or the transfer
agent of the Company of a certificate for shares endorsed or accompanied by a
written assignment signed by the holder of record or by his or her duly
authorized attorney-in-fact, it shall be the duty of the Company, or its duly
appointed transfer agent, to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     4.3  Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates.  The Company may issue a new certificate of stock in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Company may require the owner of the lost, stolen or
destroyed certificate, or his or her legal representative, to give the Company a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

                                    ARTICLE V
                                 INDEMNIFICATION

  5.1  Indemnification in Third Party Actions.  The Company shall indemnify each
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Company) by reason of the fact that such person is or was a

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director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
company, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties, and amounts paid or to be paid in settlement) actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful, except that no indemnification shall be made in respect of
any proceeding (or part thereof) initiated by such person unless such proceeding
(or part thereof) was authorized by the Board of Directors of the Company.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.

  5.2  Indemnification in an Action by or in the Right of the Company.  The
Company shall indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that such person is or was a director, officer or employee of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Company and except that no
indemnification shall be made in respect of (a) any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper, or (b) any proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized by the Board of
Directors of the Company.

  5.3  Indemnification as of Right.  To the extent that a director, officer or
employee of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections I and 2 of
this Article V, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

  5.4  Determination of Indemnification.  Any indemnification under Sections 1
and 2 of this Article V (unless ordered by a court) shall be made by the Company
only as authorized in the specific case upon a determination that
indemnification of the director, officer or employee is proper in the

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circumstances because the person has met the applicable standard of conduct set
forth in such Sections l and 2.  Such determination shall be made, with respect
to a person who is a director or officer at the time of such determination, (a)
by a majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (b) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (c) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (d) by the stockholders.

  5.5  Advance for Expenses.  Expenses (including attorneys' fees) incurred in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Company in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer or employee to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the Company as
authorized in this Article V, except that no advancement of expenses shall be
made in respect of any proceeding (or part thereof) initiated by such person
unless such proceeding (or part thereof) was authorized by the Board of
Directors of the Company.

  5.6  General Provisions.

       (a)  All expenses (including attorneys' fees) incurred in defending any
  civil, criminal, administrative or investigative action, suit or proceeding
  which are advanced by the Company under Section 5 of this Article V shall be
  repaid (i) in case the person receiving such advance is ultimately found,
  under the procedure set forth in this Article V, not to be entitled to
  indemnification, or (ii) where indemnification is granted, to the extent
  that the expenses so advanced by the Company exceed the indemnification to
  which such person is entitled.

       (b)  The Company may indemnify each person, though he or she is not or
  was not a director, officer or employee of the Company, who served at the
  request of the Company on a committee created by the Board of Directors to
  consider and report to it in respect of any matter.  Any such indemnification
  may be made under the preceding provisions of this Article V and shall be
  subject to the limitations thereof except that (as indicated) any such
  committee member need not be nor have been a director, officer or employee of
  the Company.

       (c)  The provisions of this Article V shall be applicable to appeals.
  References to "serving at the request of the Company" shall include without
  limitation any service as a director, officer or employee of the Company
  which imposes duties on, or involves services by, such director, officer or
  employee with respect to an employee benefit plan, its participants or
  beneficiaries.  A person who acted in good faith and in a manner he or she
  reasonably believed to be in the interest of the participants and
  beneficiaries of an employee benefit plan shall be deemed to have acted in
  a manner "not opposed to the best interests of the Company."

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       (d)  If any section, subsection, paragraph, sentence, clause, phrase or
  word in this Article V shall be adjudicated invalid or unenforceable, such
  adjudication shall not be deemed to invalidate or otherwise affect any
  other section, subsection, paragraph, sentence, clause, phrase or word of
  this Article.

       (e)  The indemnification and advancement of expenses provided by, or
  granted pursuant to, this Article V shall not be deemed exclusive of any other
  rights to which those seeking indemnification or advancement of expenses
  may be entitled under any Bylaw, agreement, vote of stockholders or
  disinterested directors or otherwise, both as to action in their official
  capacities and as to action in another capacity while holding such office,
  and shall continue as to a person who has ceased to be a director, officer
  or employee and shall inure to the benefit of the heirs, executors and
  administrators of such a person.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1  Fiscal Year.  The fiscal year of the Company shall be determined in
the discretion of the Board of Directors, but in the absence of any such
determination it shall be the calendar year.

     6.2  Seal.  The Corporate seal shall have the name of the Company inscribed
thereon and shall be in such form as may be approved from time to time by the
Board of Directors.

     6.3  Waiver of Notice of Meetings of Stockholders, Directors and
Committees.  Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Any notice may take the form of an electronic
transmission.  Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of any regular or special meeting
of the stockholders or directors need be specified in any written waiver of
notice.

     6.4  Interested Directors; Quorum.  No contract or transaction between the
Company and one or more of its directors or officers, or between the Company and
any other company, partnership, association, or other organization in which one
or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board which authorizes the contract or transaction, or solely because their
votes are counted for such purpose, if: (1) the material facts as to his or her
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors, and the Board in good faith authorized the
contract or transaction by the affirmative votes of a majority of the

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disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (3) the contract or
transaction is fair as to the Company as of the time it is authorized, approved
or ratified, by the Board of Directors or the stockholders.  Common or
interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

     6.5  Form of Records.  Any records maintained by the Company in the regular
course of its business, including its stock ledger, books of account, and minute
books, may be kept on, or be in the form of, punch cards, magnetic tape,
photographs, microphotographs, or any other information storage device, provided
that the records so kept can be converted into clearly legible form within a
reasonable time.  The Company shall so convert any records so kept upon the
request of any person entitled to inspect the same.

     6.6  Amendment of Bylaws.  These Bylaws may be altered or repealed, and new
bylaws made, by the Board of Directors, but the stockholders may make additional
bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.


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<PAGE>

Amendments:


    Date    Reason
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 1/28/2000  Name change from DRI New Sub II to Consolidated Natural Gas Company
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12/15/2000  Added new Article V - Indemnification
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