Exhibit 3(i)
                                                             Page 1 of 194
    
    
               ACT INCORPORATING THE HARTFORD CITY GAS LIGHT COMPANY           
    
                                    Passed 1848                                
    
    
         Resolved by this Assembly, That Solomon Porter, Harvey Seymour, Ezra  
   Clark, Jr., Thomas Belknap, William B. Ely and Richard D. Hubbard, with
   such other persons as shall associate with them for that purpose, are
   constituted a body politic and corporate, by the name of "The Hartford City
   Gas Light Company," and by that name are empowered to sue and be sued,
   plead and be impleaded, in any court in this state; to make and have a
   common seal, and the same to break, alter or renew at pleasure; and the
   said company is hereby vested with all the powers, privileges and
   immunities which are or may be necessary to carry into effect the purposes
   and objects of this act as herein after set forth; and said company is
   hereby authorized and empowered to manufacture, make and sell gas, to be
   made from rosin, coal, oil, and any other material or materials, and to
   furnish such quantities of gas as may be required in the city of Hartford,
   for lighting streets, stores and buildings or other purposes; and to enter
   into and execute contracts, agreements or covenants in relation to the
   objects of said company, and to enforce the same.  And said company shall
   be capable of purchasing, taking and holding, and of granting, selling and
   conveying any estate, real or personal, necessary to give effect to the
   specified purposes of this company, and for the accommodation of their
   business and concerns. 
    
         SEC. 2.  That said company shall be empowered to lay down their gas   
   pipes and to erect gas posts, burners and reflectors in the streets,
   alleys, lanes, avenues or public grounds of the said city of Hartford, and
   to do all things necessary to light the said city and the dwellings, stores
   and other  places situated therein; provided, that the streets, side and
   cross-walks, public grounds, lanes and avenues shall not be injured, but
   all be left in as good and perfect condition as before the laying of said
   pipes or the erection of said posts.
    
         SEC. 3.  The capital stock of said company shall be one hundred       
   thousand dollars, with the privilege of increasing the same to two hundred  
   thousand dollars, to be divided into shares of twenty-five dollars each,    
   which shares shall be deemed personal property, and be transferred in such  
   manner and such places as the by-laws of said company shall direct.
    
         SEC. 4.  The persons named in the first section hereof, or a majority 
   of them, shall open books to receive subscriptions for the capital stock of 
   said company, at such times and places as they or a majority of them shall  
   direct; and shall give such notice of the times 
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   Exhibit 3(i)
   Page 2 of 194
    
    
   and places of opening said books as they may deem reasonable, and shall     
   receive said subscription under such regulations as they may adopt for the  
   purpose; and in case the subscriptions shall exceed four thousand shares,   
   the same shall be reduced and apportioned in such manner as may be deemed   
   most beneficial to the corporation; and in case an amount not less than     
   fifty thousand dollars shall be subscribed to the capital stock of said     
   company, they may, at their discretion, close the books of subscription,
   and proceed to the organization of said company, as herein after provided. 
    
         SEC. 5.  The government and direction of affairs of the company shall 

   be vested in a board of nine directors, who shall be chosen by the          
   stockholders of said company, in the manner herein after provided, and
   shall hold their offices till others are duly elected and qualified to take
   their places as directors; and the said directors (four of whom shall be a
   quorum  for the transaction of business) shall elect one of their number to
   be president of the board, who shall also be president of said company;
   they shall also choose a clerk, who shall be sworn to a faithful discharge
   of his duty, and a treasurer, who shall give bonds with security to said
   company in such sum as said directors may require, for the faithful
   discharge of his trust.
    
         SEC. 6.  The persons authorized by the fourth section of this act to  
   open books for subscriptions to the capital stock of said company are
   hereby authorized and directed, after the books of subscription to the
   capital stock of said company are closed, to call the first meeting of
   stockholders of said company in such way and at such time and place as they
   may appoint, for the choice of directors of said company; and in all
   meetings of the stockholders of said company each share shall entitle the
   holder thereof to one vote, which vote may be given by said stockholder in
   person or by lawful proxy.  And the annual meeting of the stockholders of
   said company for the choice of directors shall be holden at such time and
   place, and upon such notice as said company in their by-laws may prescribe. 
   And in case it shall so happen that an election of directors shall not be
   made on the day appointed by the by-laws of said company, said company
   shall not for that cause be deemed to be dissolved, but such election may
   be holden on any day which shall be appointed by the directors of said
   company; and said directors shall have power to fill any vacancy in their
   own number which may occur by death, resignation or otherwise.
    
         SEC. 7.  The said directors shall have full power to make and         
   prescribe such by-laws, rules and regulations as they shall deem needful  
    
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                                                             Exhibit 3(i) 
                                                             Page 3 of 194
    
    
   and proper, touching the disposition and management of the stock, property, 
   estate and effects of said company, not contrary to the laws and            
   constitution of the United States or of this state, or the provisions of    
   this act, the transfer of shares, the duties and conduct of their officers  
   and their servants; also, for the election and meetings of their directors, 
   and other matters appertaining to their business and concerns; and may      
   appoint as many officers, clerks and servants, with such salaries and       
   allowances as shall to them seem necessary; and the said board of directors 
   shall have power to make and declare such dividend and dividends among the  
   stockholders, from time to time, as the net profits and earnings of the     
   business of the said company shall enable them to do.
    
         SEC. 8.  If any person shall willfully and maliciously do or cause to 
   be done any act or acts whatever, whereby any building, construction or     
   works of said company, or any gas pipe, gas post, burner or reflector, or   
   any matter or thing appertaining to the same, shall be stopped, obstructed, 
   injured or destroyed, the person or persons so offending shall be deemed    
   guilty of a misdemeanor, and being thereof convicted, shall be punished by
   afine, not exceeding one hundred dollars, or imprisonment in the county
   gaol, not exceeding six months, or by such fine and imprisonment both, at
   the discretion of the court having cognizance of such offense; provided,    
   however, that such criminal prosecution shall not in any way impair the     
   right of action for damages by a civil suit hereby authorized to be brought
   for any such injury as aforesaid, by and in the name of the said            
   corporation, in any court in this state having cognizance of the same. 
         SEC. 9.  The said company shall cause to be kept at their office      
   proper books of accounts, in which shall be fairly and truly entered all
   the transactions of the company, which books shall be at all times open for
   the inspection of the stockholders.
    
         SEC. 10.  This act may be altered, amended or repealed at the
   pleasure of the general assembly.
    
     
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 4 of 194
    
    
          ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY      
    
                                    Passed 1851                                
    
    
   Upon the petition of the Hartford City Gas Light Company, praying for       
   certain alterations in their charter:
    
         Resolved by this Assembly, That the Hartford City Gas Light Company
   be and they are authorized and empowered to do any and all acts, and
   exercise   any and all rights, franchises and privileges within the limits
   of the town  of Hartford, which, by their original act of incorporation,
   they are authorized to do and exercise within the limits of the city of
   Hartford; and that all the works which said company have constructed, or
   hereafter may construct, and all property which said company now own, or
   hereafter may own, without the limits of said city, but within the limits
   of said town, shall be owned and held by said company, subject to said
   original act of incorporation.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i) 
                                                             Page 5 of 194
    
    
                ACT AUTHORIZING THE HARTFORD CITY GAS-LIGHT COMPANY            
    
                           TO INCREASE ITS CAPITAL STOCK                       
    
                              Approved June 12, 1861                           
    
    
    
         Resolved by this Assembly, That the Hartford City Gas-Light Company
   be and said corporation hereby is fully authorized and empowered, from time
   to time, to increase its capital stock to a sum not exceeding in the whole
   five hundred thousand dollars.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 6 of 194
    
    
    
          ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY      
    
                              Approved July 12, 1870                           
    
    
    
         Resolved by this Assembly.  SEC. 1.  That the Hartford City Gas Light 
   Company are hereby authorized and empowered to do any and all acts, and     
   exercise any and all rights and privileges within the limits of the town of 
   Hartford, which, by their original act of incorporation they are authorized 
   to do and exercise within the limits of the city of Hartford; and that all  
   the works which said company have constructed, or may construct, without
   the limits of said city, but within the limits of said town, shall be owned
   and held by said company, subject to said original act of incorporation.
    
          SEC. 2.  That said Hartford City Gas Light Company is hereby         
   authorized to increase its capital stock to an amount not exceeding seven   
   hundred and fifty thousand dollars.
    
         SEC. 3.  This act may be amended or repealed at the pleasure of the   
   general assembly.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i) 
                                                             Page 7 of 194
    
    
                          HARTFORD CITY GAS LIGHT COMPANY                      
                        --------------------------------
    
    
    
                                          Hartford Conn. 11th Jan. 1871
    
         At a meeting of the Stockholders of the Hartford City Gas Light       
   Company, held this day at the office of the Company it was
    
         VOTED:  "That the amendment of the Charter of the Hartford City Gas   
   Light Company authorizing and empowering the said Company to extend their   
   works beyond the limits of the "city" and within the limites of the "town"
   of Hartford, and also to increase their "capital stock" to an amount not
   exceeding seven hundred and fifty thousand dollars, as passed by the
   "General Assembly" at its session held in the City of New Haven in 1870,
   and approved July 13th, 1870 be and the same is hereby approved and
   accepted."
    
    
                                    Attest,
    
                                         J.P. Harbison
                                              Secretary
   Rec'd and filed January 12, 1871.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 8 of 194
    
    
          ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY      

    
                              Approved March 25, 1879                          
    
    
         Resolved by this Assembly:  That the Hartford City Gas Light Company  
   be, and said corporation hereby is, fully authorized and empowered, from    
   time to time, to increase its capital stock to a sum not exceeding in the   
   whole one million dollars: but no stock shall be issued for a greater sum   
   than the capital actually paid in.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i) 
                                                             Page 9 of 194
    
    
                        [Senate Joint Resolution No. 109.]                     
    
                                       [161]                                   
    
              AMENDING THE CHARTER OF THE HARTFORD GAS LIGHT COMPANY           
    
         RESOLVED BY THIS ASSEMBLY:  That in addition to the powers and        
   privileges granted The Hartford Gas Light Company by its charter, the said  
   corporation is hereby authorized and empowered to generate, produce, use,   
   distribute, and sell electricity within the town of Hartford for any
   purpose for which electricity may be used, and may light any public or
   private buildings or grounds, streets, avenues, lanes, parks, and squares
   within said territory, by means of electricity conducted by wires above or
   beneath the surface of the ground through, over, along, or across the
   streets and public grounds of said town, and may make, enter into, and
   execute contracts in relation to the objects and purposes of said
   corporation, and may enforce the same.  Said corporation is authorized to
   erect and construct such buildings, poles, posts, and fixtures, and to lay
   down, construct, and maintain beneath the surface of the ground, and in the
   public streets and grounds in said town, lines of wire enclosed in pipes,
   or otherwise insulated and protected, or other apparatus for conducting
   electric currents, as may be necessary or convenient to carry on the
   business of said corporation; PROVIDED HOWEVER, that in using or occupying
   in any way any highway or public ground said company shall not use or
   exercise any power or privilege hereinbefore granted except in conformity
   with, and subject to, the then existing provisions of the general laws of
   this state relating to the similar use of such highways or public grounds
   by any company or corporation for a similar purpose.  For all purposes of
   classification said company shall be held and deemed to be a gas company.
         Approved April 7, 1887.
             41
    
    
    
    
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 10 of 194
    
    
                        The Hartford City Gas Light Company                    
    
    
                          Acceptance of Charter Amendment                      
    
                          --------------------------------
    
                                         Hartford, Conn. 20 April 1887
    
         I hereby certify that at a meeting of the Stockholders of the
   Hartford City Gas Light Company duly warned, held on the 18th day of April,
   1887, it was unanimously:
    
         Voted:  To accept the amendment to the charter of this Company
   granted by act of the General Assembly of this State, approved April 7,
   1887. 
    
                         Attest
    
                             Thomas Evans;
                             Secretary
                             Hartford City Gas Light Company
    
   Rec'd and filed April 22, 1887.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i) 
                                                             Page 11 of 194
    
    
          ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY      
    
    
                              Approved March 30, 1899                          
    
    
    
         Resolved by this Assembly:  That the Hartford City Gas Light Company, 
   in addition to the powers, privileges, and immunities granted in its
   charter, is hereby authorized and empowered to lay down gas mains and pipes
   and to erect gas posts or fixtures in the streets, highways, and public
   grounds of the towns of Wethersfield, West Hartford, and Windsor; and to do
   all things necessary or convenient in order to furnish gas for any purpose
   to the inhabitants of said towns, and to make and execute contracts or
   agreements in relation thereto and to enforce the same; provided, that said
   streets, highways, and public grounds shall not be injured, but all left in
   as good condition as before the laying of said mains and pipes.  And the
   use of said streets, highways, and public grounds and the location of said
   mains, pipes, and fixtures therein shall be subject to the approval,
   consent, and supervision of the selectmen of the town within which such,
   streets, highways, and public grounds are situated.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 12 of 194
    
    
    
          ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY      
    
                              Approved April 19, 1899                          
    
    
    
         Resolved by this Assembly:  That The Hartford City Gas Light Company  
   be and said corporation hereby is fully authorized and empowered from time  
   to time to increase its capital stock to a sum not exceeding in the whole   
   one million dollars; but no stock shall be issued for a greater sum than
   the capital actually paid in in cash.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i) 
                                                             Page 13 of 194
    
    
                              Acceptance of Amendment                          
                             ------------------------                          
    
    
                                    Hartford, Conn. 26th June, 1899.
    
         At a special meeting of the Stockholders of the Hartford City Gas     
   Light Company, legally warned and held at the office of the said Company,
   on June 26th, 1899, for the purpose of taking action on the acceptance of   
   amendments to its charter, passed by the General Assembly of the State of   
   Connecticut, and approved March 30 and April 19, 1899, the following        
   resolution was unanimously adopted:
         "Voted, that the amendment to the charter of the Company allowing it  
         to extend its mains, pipes, etc., to include the towns of             
         Wethersfield, West Hartford and Windsor, passed by the General        
         Assembly of the State of Connecticut, and approved March 30, 1899;
   and 
         the amendment to said charter increasing the capital stock of said    
         Company to a sum not exceeding in the whole $1 million, passed by the 
        General Assembly of the State of Connecticut, and approved April 19,   
        1899 are hereby accepted."                                             
         And I hereby certify that the foregoing is a true copy of the
         original vote accepting said amendments by the Stockholders of said 
         Company.
    
                                 Attest:
    
                                 Thomas Evans, Secretary
    
   Filed July 3, 1899.
    
    
    
    
    
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 14 of 194
    
    
    
        ACT AUTHORIZING THE HARTFORD CITY GAS LIGHT COMPANY TO ISSUE BONDS     
    
                               Approved May 11, 1905                           
    
    
    
         Resolved by this Assembly:  That The Hartford City Gas Light Company  
   is hereby authorized to issue bonds to an amount not exceeding one million  
   dollars, the proceeds thereof to be used exclusively for the purpose of     
   funding the present indebtedness of said company and improving and
   extending its plant; provided, that at no time shall the amount of the
   bonds outstanding exceed the amount of the outstanding capital stock; and
   provided further, that bonds issued for purposes other than for the purpose
   of funding present indebtedness shall not exceed in amount eighty per
   centum of the actual cost of the improvements and extensions for which they
   may be issued; and to secure said bonds by a mortgage of any or all of its  
   franchises and other property, whether real, personal, or mixed, including  
   after-acquired property.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i)
                                                             Page 15 of 194
    
    
                        THE HARTFORD CITY GAS LIGHT COMPANY                    
                       ------------------------------------                    
    
                        Acceptance of Amendment to Charter                     
                       ------------------------------------                    
    
        At a meeting of the stockholders of The Hartford City Gas Light
   Company legally warned for the purpose and held at Hartford, Connecticut,
   on the 22nd day of May, A.D. 1905, the following vote was duly passed;    
   VOTED, That the amendment to the charter of the Hartford City Gas Light 
   Company contained in the resolution of the General Assembly of the State of 
   Connecticut, entitled, "Resolution Authorizing The Hartford City Gas Light  
   Company to issue Bonds" and approved May 11, 1905, be and the same is
   hereby accepted by this corporation.
        AND VOTED FURTHER, That an attested copy of this acceptance be         

   forthwith filed in the office of the Secretary of the State by the
   Secretary of this corporation.
    
                 Attest:
                      John A. McArthur  Secretary -
                 Hartford City Gas Light Company
   (Co's seal)
                 Received and filed May 23, 1905.
                 --------------------------------
    
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   Exhibit 3(i)
   Page 16 of 194
    
    
    
          ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY      
    
                              Approved July 27, 1907                           
    
    
        Resolved by this Assembly:  That The Hartford City Gas Light Company
   is hereby authorized to increase its capital stock, from time to time, to
   an amount not exceeding in the whole two million dollars; provided, that no 
   shares shall be issued except for cash and that no shares shall be issued   
   for less than their par value.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i)
                                                             Page 17 of 194
    
    
                         THE HARTFORD CITY GAS LIGHT CO.,                      
                         ---------------------------------                     
             CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO THE CHARTER OF          
            ----------------------------------------------------------         
                         THE HARTFORD CITY GAS LIGHT CO.,                      
                        ----------------------------------                     
    
        THIS IS TO CERTIFY, That at a meeting of the Stockholders of The       
   Hartford City Gas Light Co., legally warned and held for the purpose on the 
   9th day of October, 1907, the resolution amending the Charter of said       
   Corporation, passed at the January Session of the General Assembly, 1907,   
   and approved July 27, 1907 was accepted by a unanimous vote of the
   Stockholders present.
    
        Dated at Hartford, Conn. this 9th day of October 1907.
            Attest,
                George Bullock,     Vice-President.
                J. A. McArthur,     Secretary.
   (Company's Seal)
   Received and filed October 11, 1907
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 18 of 194
    
                        THE HARTFORD CITY GAS LIGHT COMPANY                    
                       ------------------------------------                    
                     CERTIFICATE OF INCREASE OF CAPITAL STOCK                  
                    ------------------------------------------                 
    
        WE, THE UNDERSIGNED, a majority of the directors of The Hartford City 
   Gas Light Company a corporation organized under a special charter granted
   by the General Assembly of the State of Connecticut, and located in the
   town of Hartford, in said State,
    
        HEREBY CERTIFY, that at a meeting of the stockholders of said          
   corporation duly called and held for that purpose at Hartford in said
   State, on the 26th day of January 1910, it was resolved by a vote of at
   least two-thirds of each class of stock to increase the capital stock of
   said corporation by issuing Thirty Thousand shares of the par value of
   Twenty five dollars each, making the whole number of shares issued Sixty
   Thousand, and the whole amount of capital stock One Million five hundred
   thousand dollars. 
    
   Dated at Hartford, this 26 day of February 1910.
            Edward B. Bennett
            Francis R. Cooley        A Majority 
            James H. Knight            of the 
            John R. Hills            Directors
            George Roberts
   State of Connecticut, )
                         (SS.        Hartford February 26 1910
   County of Hartford    )
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                                                             Exhibit 3(i) 
                                                             Page 19 of 194
    
        Personally appeared Edward B. Bennett, Francis R. Cooley, James H.     
   Knight, John R. Hills and George Roberts, a majority of the directors of
   The Hartford City Gas Light Company and made oath to the truth of the
   foregoing certificate, by them signed, before me.
            William A. Kneeland
                                Notary Public
    
    
   (Seal)
   Approved, Feb. 28, 1910
   Increased Capital Stock Tax
        $750, Paid, Feb. 28, 1910.
    
    
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 20 of 194
    
    
          ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY      
    
                              Approved March 30, 1911                          
    
    
    
        Resolved by this Assembly:  SECTION 1.  That The Hartford City Gas     
   Light Company is hereby authorized to increase its capital stock, from time 
   to time, to an amount not exceeding, in the aggregate, five million         
   dollars:  provided, that no shares of such additional stock shall be issued 
   except for cash, nor for less than their par value.
    
        SEC. 2.  This resolution shall become operative as an amendment to the 
   charter of said corporation if, at any time not later than the date for the 
   annual meeting of said corporation in 1911, it shall be accepted at a       
   meeting of the stockholders of said corporation legally warned and held for 
   that purpose, and an attested copy of such acceptance filed in the office
   of the secretary of the state.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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                                                             Exhibit 3(i) 
                                                             Page 21 of 194
    
    
    
              ACT AMENDING A RESOLUTION AMENDING THE CHARTER OF THE            
                          HARTFORD CITY GAS LIGHT COMPANY                      
    
                              Approved June 13, 1911                           
    
    
    
        Resolved by this Assembly:  That section two of the resolution
   amending the charter of The Hartford City Gas Light Company, approved March
   30, 1911, is hereby amended by striking out the figures "1911" and
   inserting in lieu thereof the figures "1912".
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
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   Exhibit 3(i)
   Page 22 of 194
    
    
                        THE HARTFORD CITY GAS LIGHT COMPANY                    
                       -------------------------------------                   
                     CERTIFICATE OF INCREASE OF CAPITAL STOCK                  
                    ------------------------------------------                 
    
    
        We, the undersigned, a majority of the directors of The Hartford City  
   Gas Light Company, a corporation organized under a special charter granted  
   by the General Assembly of the State of Connecticut and located in the town 
   of Hartford in said State, do certify that at a meeting of the stockholders 
   of said corporation duly called and held for that purpose at Hartford in    
   said State on the 31st day of January, 1911, it was resolved by a vote of
   at least two-thirds of each class of stock to increase the capital stock of 
   said corporation by issuing twenty thousand shares of common stock of the   
   par value of Twenty-five Dollars each, making the whole number of shares of 
   the capital stock of said corporation issued eighty thousand shares,        
   consisting of thirty thousand shares of preferred and fifty thousand shares 
   of common stock, and the whole amount of capital stock Two Million Dollars, 
   by a resolution of which the following is a copy:
                         Resolved that the directors of this company be and    
                    they are hereby authorized and empowered to issue twenty   
                    thousand shares of the authorized unissued stock of the
                    par value of Twenty-five Dollars a share and to be offered 
                    at par to all stockholders, preferred and common, in       
                    proportion to their stockholding, to wit, one share of new 
                    stock for each three shares of stock outstanding, both     
                    preferred and common, subscriptions                        
    
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                                                           Exhibit 3(i)
                                                           Page 23 of 194 
    
                    to be payable in cash in two installments, fifty per cent  
                    on or before April 1, 1911, and fifty per cent on or  
                    before July 1, 1911, said stock to be issued as of July 2,
                    1911, and to participate in all dividends subsequently
                    declared, the company to allow interest upon all payments
                    made in advance of July 1, 1911 from date of payment to
                    July 1, 1911, at the rate of five per cent per annum.      
           
                              Edward B. Bennett
                              Francis B. Cooley          A Majority
                              John R. Hills                 of the
                              John T. Robinson           Directors.
                              James H. Knight
   State of Connecticut,  )
                          )            Hartford, July 19, 1911.
   County of Hartford     )
        Personally appeared Edward B. Bennett, Francis R. Cooley, John R.      
    
   Hills, John T. Robinson and James H. Knight, a majority of the directors of 
    
   The Hartford City Gas Light Company, and made oath to the truth of the      
    
   foregoing certificate by them signed, before me.
                              Albion B. Wilson,
   (Seal)                              Notary Public.
   Approved July 19, 1911.
   Charter Fee $500 Paid
   July 19, 1911.
                                        -2-                                    
    
    <PAGE>
   Exhibit 3(i)
   Page 24 of 194
    
                        THE HARTFORD CITY GAS LIGHT COMPANY                    

                       ------------------------------------                    

                      Certificate of Acceptance of Amendment                   

                      ---------------------------------------                  

                                 to the Charter of                             

                                 -----------------                             

                        The Hartford City Gas Light Company                    

                       ------------------------------------                    

    
        This is to certify that at a meeting of the stockholders of The        
    
   Hartford City Gas Light Company legally warned and held for the purpose on  
    
   the 16th day of January, 1912, such time being not later than the date for  
    
   the annual meeting of said corporation in 1912, the amendment to the
   charter of said corporation contained in resolution of the Genneral
   Assembly of the State of Connecticut passed at its January session, 1911,
   and approved March 30th, 1911, as amended by resolution of the General
   Assembly  passed at said session and approved June 13th, 1911, was accepted
   by an unanimous vote of the stockholders present, of which vote the
   following is a copy:
    
               Resolved
                     That the amendment to the charter of                      
    
          The Hartford City Gas Light Company contained                        
    
          in resolution of the General Assembly of the                         
    
          State of Connecticut passed at its January                           
    
          session, 1911, and approved March 30th, 1911,                        
    
          as amended by resolution of the General                              
    
          Assembly of the State of Connecticut passed at                       
    
          its said session and approved June 13th, 1911,                       
    
          be and it hereby is accepted.                                        
    
                                                                               
    
          Dated at Hartford this 16th day of January 1912.
                       Attest:
                            E. B. Bennett,      President
    
                            J. A. McArthur,     Secretary
    
   Received and filed
   Jan. 16, 1912. <PAGE>
    
                                                             Exhibit 3(i) 
                                                             Page 25 of 194
    
    
                        THE HARTFORD CITY GAS LIGHT COMPANY                    
    
                       ------------------------------------                    
    
                     CERTIFICATE OF INCREASE OF CAPITAL STOCK.                 
    
                     -----------------------------------------                 
    
    
    
         WE, THE UNDERSIGNED, a majority of the Directors of The Hartford City 
    
   Gas Light Company, a corporation organized under a special charter granted  
    
   by the General Assembly of the State of Connecticut, and located in the  
    
   town of Hartford, in said State,
    
         HEREBY CERTIFY, that at a meeting of the stockholders of said         
   corporation duly called and held for that purpose at Hartford in said
   State, on the 26th day of January, 1910, it was resolved by a vote of
   stockholders holding not less than two-thirds of the stock of such
   corporation, all of said stock being common stock, that said corporation
   increase its capital stock from Seven Hundred Fifty Thousand Dollars
   ($750,000) to One Million Five Hundred Thousand Dollars ($1,500,000.) by
   the issue of thirty thousand (30,000) additional shares of preferred stock
   of the par value of Twenty-five Dollars ($25.) a share, said preferred
   stock to be entitled to cumulative dividends at the rate of eight per cent.
   (8%) per annum, quarterly dividends of two per cent (2%) to be paid thereon
   before any dividends are payable upon the common stock of the company, the
   first quarterly dividend of two per cent (2%) to be paid April 1st, 1910,  
   said preferred stock in the event of liquidation of the Corporation or     
   distribution of its assets to be preferred as to the entire assets to the   
   amount of Fifty Dollars ($50) a share, all shares whether of preferred or   
    <PAGE>
   Exhibit 3(i)
   Page 26 of 194
    
    
   common stock, to have equal voting rights and equal right to participate in 
   subscriptions to any future increase or capital stock; making the whole     
   number of shares issued sixty thousand (60,000), to-wit: thirty thousand    
   (30,000) shares of common stock and thirty thousand (30,000) shares of      
   preferred stock all of the par value of Twenty-five Dollars ($25.) each,
   and the whole amount of capital stock One Million Five Hundred Thousand
   Dollars ($1,500,000); and this certificate is made pursuant to Section 51
   of Chapter 194 of the Public Acts of 1903 and is in addition to the
   certificate of even date herewith filed pursuant to the provision of
   Section 47 of said Act in relation to the increase of capital stock
   aforesaid.
         Dated at Hartford, this 26th day of February 1910.
                   Edward B. Bennett
                   John T. Robinson           A Majority
                   James H. Knight              of the
                   Francis R. Cooley          Directors.
                   George Roberts
    
   (U.S. Int. Rev. Stamp for)
   (10/100 dollars          )
   (affixed and cancelled.  )
    
                                        -2-                                    
    
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                              Page 27 of 194
    
    
   STATE OF CONNECTICUT  )
                            ss.  Hartford, June 2nd, 1915.
   COUNTY OF HARTFORD    )
    
         Personally appeared Edward B. Bennett, John T. Robinson, James H.     
   Knight, Francis R. Cooley and George Roberts a majority of the directors of
   The Hartford City Gas Light Company, and made oath to the truth of the     
   foregoing certificate, by them signed before me.
                      Francis E. Jones,
                          Notary Public.
   (Seal)                      My commission expires Feb. 1, 1917.
   Received and filed
   Jun 2, 1915.
    
    
    
    
    
    
    
    
    
    
    
                                        -3-                                    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 28 of 194
    
    
               AN ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS           

    
                                   LIGHT COMPANY                               
    
                              Approved April 26, 1917                          
    
    
         Be it enacted by the Senate and House of Representatives in General   
   Assembly convened:
    
         SECTION 1.  The Hartford City Gas Light Company is authorized to      
   purchase the franchise of The South Manchester Light, Power and Tramway     
   Company to manufacture, make and sell gas within the limits of the town     
   of Manchester, with the rights and powers incidental to the right to       
   manufacture, make and sell gas within the limits of the said town, and to   
   hold, use and enjoy said franchise, rights and powers, and to contract with 
   said company for the purchase, acquiring, holding and enjoyment of said     
   franchise, rights and powers, subject to the conditions and limitations in  
   such contract contained.  For the purpose of carrying on its business under 
   said franchise, rights and powers in said town, The Hartford City Gas Light 
   Company is authorized to use as a trade name the name The Manchester Gas    
   Company.
    
         SEC. 2.  The Hartford City Gas Light Company is authorized to         
   construct, lay and maintain a supply gas main from its plant in the city of 
   Hartford across the town of East Hartford in Pitkin, Main and Silver
   streets or on lands contiguous to or abutting said streets to the boundary
   of the Town of Manchester and in the streets and highways of the town of
   Manchester, to connect with the gas plant and system of The South
   Manchester Light, Power and Tramway Company.
     <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 29 of 194
    
                       THE HARTFORD CITY GAS LIGHT COMPANY.                    
                       _____________________________________                   
                      CERTIFICATE OF ACCEPTANCE OF AMENDMENT                   
                      _______________________________________                  
                 TO CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY             
               ____________________________________________________            
    
         This is to certify at a meeting of the stockholders of The Hartford   
   City Gas Light Company, legally warned and held for the purpose, on the
   22nd day of June 1917, the act amending the charter of said corporation,
   passed at January session of the General Assembly 1917 and approved April
   26th, 1917, and approved April 26th, 1917, was accepted by a unanimous vote
   of the stockholders present, the record of which action is as follows:  
    
         On a motion duly made and seconded, the amendment was accepted by a   
   stock vote of 2643 in the affirmative.
    
         Dated at Hartford, Connecticut, the 8 day of August, 1917.
                   E. B. Bennett, President
   Attest:
                   J. A. McArthur, Secretary
    
   Received and filed
    
   Aug 10, 1917.                                                               
    
    <PAGE>
   Exhibit 3(i)
   Page 30 of 194
    
    
                       THE HARTFORD CITY GAS LIGHT COMPANY.                    
                       _____________________________________                   
                    CERTIFICATE OF INCREASE OF CAPITAL STOCK OF                
                   ____________________________________________                
                          HARTFORD CITY GAS LIGHT COMPANY                      
                         _________________________________                     
    
    
         We, the undersigned, a majority of the Directors of the Hartford City 
   Gas Light Company, a corporation organized under a special charter granted  
   by the General Assembly of the State of Connecticut and located in the Town 
   of Hartford in said State, hereby certify, that at a meeting of the         
   stockholders of said corporation duly called and held for that purpose at   
   Hartford in said State on the 15th day of January, 1918, it was resolved by 
   a vote of at least two-thirds of each class of stock to increase the
   capital stock of said corporation by issuing twenty thousand (20,000)
   shares of the authorized unissued stock of the Company of the par value of
   Twenty-five Dollars ($25) each, such additional stock to be common stock,
   making the whole number of shares issued seventy thousand (70,000) shares
   of common stock and thirty thousand (30,000) shares of preferred stock or a
   total of one hundred thousand (100,000) shares of both classes of stock and
   the whole amount of capital stock one million seven hundred fifty thousand
   (1,750,000) dollars of common stock and seven hundred fifty thousand
   (750,000) dollars of preferred stock or a total of two million five hundred
   thousand (2,500,000) dollars.
    
         Dated at Hartford this 1st day of October, A.D. 1919.                 
    
    <PAGE>
                                                              Exhibit 3(i)
                                                             Page 31 of 194
     
     
                   Edward B. Bennett
                   Francis H. Cooley                A majority
                   John T. Robinson                   of the
                   James H. Knight                  Directors
                   Frank C. Sumner
    
   STATE OF CONNECTICUT  )
                          )  ss.        Hartford, November 3, 1919
   COUNTY OF HARTFORD     )
    
         Personally appeared Edward B. Bennett, Francis R. Cooley, John T.     
   Robinson, James H. Knight and Frank C. Susner, a majority of the Directors  
   of The Hartford City Gas Light Company and made oath to the truth of the    
   foregoing certificate by them signed, before me.
    
                                                  William A. Kneeland
                                             ______________________________
    
                                                     Notary Public
    
                                                           (SEAL)
    
   Charter Fee Paid $500. Nov. 3, 1919.
    
   Approved Nov. 3, 1919.
    
    
    
    
    
    
    
    
    
                                        -2-                                    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 32 of 194
    
    
                                                                               

                       THE HARTFORD CITY GAS LIGHT COMPANY.                    
    
                       _____________________________________                   
                     CERTIFICATE OF INCREASE OF CAPITAL STOCK                  
                    __________________________________________                 
    
         WE, THE UNDERSIGNED, a majority of the directors of The Hartford City 
   Gas Light Company a corporation organized under a special charter granted
   by
    
   the General Assembly of the State of Connecticut, and located in the town
   of
    
   Hartford, in said State,
         HEREBY CERTIFY that at a meeting of the stockholders of said          
   corporation duly called and held for that purpose at Hartford in said
   State, on the 15th day of January 1924, it was resolved by a vote of at
   least two-  thirds of each class of stock to increase the capital stock of
   said corporation by issuing Twenty Thousand (20,000) shares of the par
   value of Twenty-five ($25.00) dollars each, making the whole number of
   shares issued One Hundred Twenty Thousand (120,000) and the whole amount of
   capital stock Three Million ($3,000.000) dollars. 
    
    Dated at Hartford, Conn. this 17th day of March 1924.
                   Edward B. Bennett   )
                                       )
                   M. G. Bulkeley, Jr. )     A majority
                                       )
                   Elijah C. Johnson   )        of the
                                       )
                   Francis R. Cooley   )      Directors.
                                       )
                   John T. Robinson    )
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 33 of 194
    
    
   State of Connecticut.  )
                          ) ss.  Hartford, Conn., Mar. 17th, 1924.
   County of Hartford     )
    
         Personally appeared Edward B. Bennett, M. G. Bulkeley, Jr., Elijah C. 
   Johnson, Francis H. Cooley, John T. Robinson, a majority of the directors  
   of The Hartford City Gas Light Company, and made oath to the truth of the   
   foregoing certificate, by them signed before me.
    
                                                       William A. Kneeland
                                                  ____________________________
                                                               Notary Public
    
    
   (Seal)
    
   Approved Mar 18, 1924
   $2,500,000. to $3,000.000.
   Increased Capital Stock Tax.
    
   $500.00 paid
    
   Walter R. King
    
   For Treasurer.
    
    
    
    
    
    
    
    
    
    
    
    
    
                                        -2-                                    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 34 of 194
    
    
    
                  AN ACT CHANGING THE NAME OF THE HARTFORD CITY                
                    GAS LIGHT COMPANY TO THE HARTFORD GAS COMPANY              
    
                             AND AMENDING ITS CHARTER                          
    
                               Approved June 7, 1927                           
    
    
    
         Be it enacted by the Senate and House of Representatives in General   

   Assembly convened:
    
         SECTION 1.  The name of The Hartford City Gas Light Company, a        
   corporation chartered by resolution of the general assembly passed at its   
   May session, 1848, is changed to The Hartford Gas Company.
    
          SEC. 2.  Said corporation is authorized to distribute and sell gas
   in  the towns of Bloomfield and Glastonbury and to lay gas mains and pipes
   and to erect gas posts and fixtures in the streets, highways and public
   grounds of said towns and to do all things necessary or convenient in order
   to furnish gas for any purpose to said towns and to the inhabitants
   thereof.
    
         SEC. 3.  In addition to the powers heretofore granted under its       
   charter and the amendments thereto, said corporation is authorized to       
   purchase gas for distribution and sale in any territory within which it is  
   or may be empowered to distribute and sell gas.
    
    <PAGE>
                                                              Exhibit 3(i)
                                                              Page 35 of 194
     
     
                       THE HARTFORD CITY GAS LIGHT COMPANY.                    
                       _____________________________________                   
                 CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER             
                ___________________________________________________            
    
         THIS IS TO CERTIFY That at a meeting of the stockholders of The       
   Hartford City Gas Light Company legally warned and held for the purpose on  
   the 7th day of July, 1927, the Act amending the charter of said corporation 
   passed at the January Session of the General Assembly 1927 was accepted by
   a unanimous vote of the stockholders present in person and by proxy, more 
   than two-thirds of all outstanding stock of the Company being represented
   at said meeting, of which vote the following is a copy:
     
              "VOTED:  That the Act of the General Assembly of the State of    
    
         Connecticut approved June 7, 1927, entitled `An Act Changing the Name 
         of The Hartford City Gas Light Company to The Hartford Gas Company    
         and Amending its Charter' be and the same hereby is accepted by this 
         corporation."                     
     
         Dated at Hartford this         day of July, 1927.
    
                   Attest:
    
                                           E. E. Eysenbach
                                     ______________________________
                                                President
    
   (Corporate Seal)
                                           J. A. McArthur
                                     ______________________________
                                                Secretary
    
   Received and Filed
    
   JUL 8 1927 <PAGE>
   Exhibit 3(i)
   Page 36 of 194
    
    
                             THE HARTFORD GAS COMPANY                          
                            __________________________                         
                    CERTIFICATE OF INCREASE OF CAPITAL STOCK OF                
                   ____________________________________________                
                             THE HARTFORD GAS COMPANY                          
                            __________________________                         
    
         We, the undersigned, a majority of the Directors of The Hartford Gas  
   Company, a corporation organized under a special charter granted by the     
   General Assembly of the State of Connecticut and located in the Town of     
   Hartford in said State, hereby certify that at a meeting of the
   stockholders of said corporation duly called and held for that purpose at
   Hartford in said State on the seventh day of July, 1927 and increase of its
   capital stock by the issue of twenty thousand (20,000) shares of common
   stock of the par value of Twenty-five Dollars ($25) a share was authorized
   by a vote of at least two-thirds of each class of stock issued and
   outstanding at the time of said vote, such increase to make the number of
   shares of the capital stock consist of one hundred ten thousand (110,000)
   shares of common stock of the par value of Twenty-five Dollars ($25) a
   share and thirty thousand (30,000) shares of preferred stock of the par
   value of Twenty-five Dollars ($25) a share and the whole amount of capital
   stock Three Million Five Hundred Thousand Dollars ($3,500,000). 
    
         Dated at Hartford, Connecticut this 4th day of January, 1928.
    
                            E. E. Eysenbach   )
                                              )          A
                            Francis R. Cooley )
                                              )       Majority
                            John T. Robinson  )
     <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 37 of 194
    
    
                                              )         of the
                            Elijah C. Johnson )
                                              )        Directors
                            Arthur D. Johnson )
    
   State of Connecticut  )
                         )  ss.  Hartford, January 4, A.D. 1928
   County of Hartford    )
    
         Personally appeared E.E. Eysenbach, Francis R. Cooley, John T.        
   Robinson, Elijah C. Johnson and Arthur E. Johnson, a majority of the        
   Directors of The Hartford Gas Company and made oath to the truth of the     
   foregoing certificate by them signed, before me. 
    
                                                   Lucius F. Robinson, Jr.
                                              ________________________________
                                                          Notary Public.  
    
   (SEAL)
    
   Received and Filed
    
   JAN 4, 1928
    
   $500.# Paid Jan. 4, 1928.
   A.M.Desmore
   For Secretary
    
    
    
    
    
    
    
    
    
    
    
    
    
                                        -2-                                    
    
    <PAGE>
   Exhibit 3(i)
   Page 38 of 194
    
    
                             THE HARTFORD GAS COMPANY                          
                            __________________________                         
                   CERTIFICATE OF INCREASE OF CAPITAL STOCK OF                 
                   ____________________________________________                
                             THE HARTFORD GAS COMPANY                          
                            __________________________                         
    
         We, the undersigned, a majority of the Directors of The Hartford Gas  
   Company, a corporation organized under a special charter granted by the     
   General Assembly of the State of Connecticut and located in the Town of     
   Hartford in said State, hereby certify that at a meeting of the
   Stockholders of said corporation duly called and held for that purpose at
   Hartford in said State on the twenty-fifth day of April, 1928 an increase
   of its capital stock by the issue of twenty thousand (20,000) shares of
   common stock of the par value of Twenty-five Dollars ($25) a share was
   authorized by a vote of at least two-thirds of each class of stock issued
   and outstanding at the time of said vote, such increase to make the number
   of shares of the capital stock consist of one hundred thirty thousand
   (130,000) shares of common stock of the pare value of Twenty-five Dollars
   ($25) a share and thirty thousand (30,000) shares of preferred stock of the
   par value of Twenty-five Dollars ($25) a share and the whole amount of
   capital stock Four Million Dollars ($4,000,000).
    
         Dated at Hartford, Connecticut this fifteenth day of December, 1928.
    
                   E. E. Eysenbach     )
                                       )
                   Francis R. Cooley   )     A majority
                                       )       of the
                   Elijah C. Johnson                                           
    
     <PAGE>
                                                              Exhibit 3(i)
                                                             Page 39 of 194
    
    
                                       )
                   Clifford D. Cheney  )
                                       )
                   Charles D. Rice     )
    
   State of Connecticut)
                       )     ss. Hartford, December 15th, A.D. 1928
   County of Hartford  )
    
         Personally appeared E. E. Eysenbach, Francis R. Cooley, Elijah C.     
   Johnson, Clifford D. Cheney, and Charles D. Rice, a majority of the         
   Directors of The Hartford Gas Company and made oath to the truth of the     
   foregoing certificate by them signed, before me.
    
    
                                             Martin J. Coughlin
                                         ____________________________
                                                 Notary Public.
    
   (Seal)
   Approved, Dec. 19, 1928.
   By Elmer H. Lounabury,
   Fee for Increase Capital,
   $500. # Paid, Dec. 19, 1928.
   A. M. Desmore, For Secretary.
    
    
    
    
    
    
    
    
    
                                        -2-                                    
    
    <PAGE>
   Exhibit 3(i)
   Page 40 of 194
    
    
                             THE HARTFORD GAS COMPANY                         

                            __________________________                         

    
                   CERTIFICATE OF INCREASE OF CAPITAL STOCK OF                 
                   ____________________________________________                
                             THE HARTFORD GAS COMPANY                          
                            __________________________                         
    
         We, the undersigned, a majority of the Directors of The Hartford Gas  
   Company, a Corporation organized under a special charter granted by the     
   General Assembly of the State of Connecticut and located in the Town of     
   Hartford in said State, hereby certify that at a meeting of the
   stockholders
    
   of said Corporation duly called and held for that purpose at Hartford in    
   said State on the second day of May, 1929 an increase of its capital stock  
   by the issue of twenty thousand (20,000) shares of Common stock of the par  
   value of Twenty-five dollars -($25.00) a share was authorized by a vote of  
   at least two-thirds of each class of stock issued and outstanding at the    
   time of said vote, such increase to make the number of shares of the
   Capital
    
   stock consist of one hundred fifty thousand, -(150,000) shares of Common    
   stock at the par value of Twenty-five dollars, ($25.00) a share, and thirty 
   thousand, -(30,000) shares of Preferred stock of the par value of Twenty-   
   five dollars, ($25.00) a share, and the whole amount of Capital stock Four  
   million five hundred thousand dollars, -($4,500,000).
        Dated at Hartford, Connecticut, this sixteenth day of December, 1929.
    
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                              Page 41 of 194
    
    
                   John T. Robinson
    
                   Elijah C. Johnson          A
    
                   Charles L. Taylor       Majority
    
                   M.S. Little              of the 
    
                   E.E. Eysenbach          Directors
    
   State of Connecticut  )
                         )  ss. Hartford, December 16th, A.D. 1929.
   County of Hartford    )
    
         Personally appeared E.E.Eysenbach, John T. Robinson, Elijah C.       

    
   Johnson, Charles L. Taylor and Mitchell S. Little, a majority of the        
   Directors of The Hartford Gas Company, and made oath to the truth of the    
   foregoing certificate by them signed, before me.
    
         (Seal)              Martin J. Coughlin
                                  Notary Public.
    
   Approved, Dec. 18, 1929
    
   $500.# Paid, Dec. 18, 1929.
    
                                                                               
    
    <PAGE>
   Exhibit 3(i)
   Page 42 of 194
    
    
                               (Senate Bill No. 27.)                           
    
                                       (101)                                   
    
              AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY          
    
   Be it enacted by the Senate and House of Representatives in General
   Assembly
   concerned:
         Section five of the resolution of the general assembly passed at its 
   May session, 1848, incorporating The Hartford City Gas Light Company, the   
   name of said corporation having been changed by the general assembly to The
   Hartford Gas Company, is amended to read as follows:  The government and   
   direction of the affairs of the company shall be vested in a board of      
   directors consisting of not less than seven and not more than twelve, who  
   shall be chosen by the stockholders of said company, in the manner
   herinafter provided and shall hold their office until others shall be
   elected and shall have qualified to take their places as directors.  Said
   directors, a majority of whom shall be quorum for the transaction of
   business, shall elect one of their number to be president of the board, who
   shall also be president of said company.  They shall also choose a
   treasurer who shall give bonds with security to said company in such sum as
   said directors may require for the faithful discharge of his trust and
   shall also choose a secretary.
    
         Approved April 14, 1937.
    
    
   Form 61-58 
    
   State of Connecticut                 )
                                        )  ss.     Hartford
   OFFICE OF THE SECRETARY OF STATE     )
    
   I hereby certify that the foregoing is a true copy of record in this office
    
    
    
                                  In Testimony Whereof I have hereunto set my
    
                                     hand and           of said           at
    
                                     Hartford, this 9th day 
    
                                     of June A.D. 1978
    
                                     /s/ Deputy Secretary of the State
     <PAGE>
                                                             Exhibit 3(i) 
                                                              Page 43 of 194
    
    
                             THE HARTFORD GAS COMPANY                          
                            __________________________                         
               CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER OF            
                   ____________________________________________                
                             THE HARTFORD GAS COMPANY                          
                            __________________________                         
    
    
         THIS IS TO CERTIFY That at a meeting of the stockholders of THE      
   HARTFORD GAS COMPANY, legally warned and held for the purpose on the 16th   
   day of June, 1937, the Act amending the charter of said Corporation passed  
   at the January Session of the General Assembly 1937 and approved on the
   14th day of April 1937, was accepted by a unanimous vote of the
   stockholders present, of which the following is a copy:
    
              VOTED:  That the Act of the General Assembly of the State of     
         Connecticut entitled "An Act amending the charter of The Hartford Gas 
         Company" be and the same hereby is accepted by this Corporation.      
    
         Dated at Hartford, Connecticut, this 16th day of July, 1937.
    
    
                                                             N. B. Berlotte
                                                                  President.
    
    
   Attest:
    
         M. J. Coughlin
                   Secretary.
    
   (Corporate Seal)
    
   RECEIVED AND FILED
   JULY 20, 1937
    <PAGE>
   Exhibit 3(i)
   Page 44 of 194
    
    
                    AN ACT AMENDING THE CHARTER OF THE HARTFORD                
                                    GAS COMPANY                                
    
                              Approved March 12, 1943                          
    
         Be it enacted by the Senate and House of Representatives in General  
   Assembly convened:
    
         SECTION 1.  Subject to the approval of the public utilities          
   commission, The Hartford Gas Company is authorized to increase its capital 
   stock from time to time to an amount not exceeding in the aggregate seven  
   million five hundred thousand dollars.
        SEC. 2.  Subject to the approval of the public utilities commission,  
   said company is authorized to issue, from time to time, notes, bonds or    
   other evidences of indebtedness payable at periods of more than one year   
   after the date thereof (a) to provide funds for the acquisition of property
   or for the construction, completion, extension or improvement of its
   services, or (b) to reimburse its treasury for moneys expended for such
   acquisition or for such construction, completion, extension or improvement
   which were not obtained through the issue of stock, notes, bonds or other
   evidences of indebtedness, or (c) for the discharge, funding or refunding
   of its obligations; provided the aggregate principal amount of such notes,
   bonds or other evidences of indebtedness outstanding shall at no time
   exceed the amount of its outstanding capital stock.
    
         SEC. 3.  This act shall become operative as an amendment to the      
   charter of said corporation if, within one year after its passage, (a) it  
   shall be accepted by vote of a majority of the stock of said corporation   
   present in person or by proxy at a meeting legally warned and held for such
   purpose, and (b) an attested copy of such acceptance shall be filed in the 
   office of the secretary of the state.
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 45 of 194
    
    
                             THE HARTFORD GAS COMPANY                          
    
    
         THIS IS TO CERTIFY That at a meeting of the stockholders of The       
   Hartford Gas Company, legally warned and held for the purpose on the 17th   
   day of March, 1943, the Act amending the charter of said corporation passed 
   at the January Session of the General Assembly of 1943 and approved March   
   12, 1943 was accepted by a unanimous vote of the stockholders present in    
   person and by proxy, of which the following is a copy:
    
         RESOLVED:  That the Act amending the Charter of The Hartford Gas      
   Company passed at the January Session of the General Assembly of 1943 and   
   approved March 12, 1943 be and it hereby is accepted.
    
         Dated at Hartford this 20th day of March, 1943.
    
    
                                                 N. B. Bertolette
                                      _________________________________
                                                President
    
    
    
                                              Martin  J. Coughlin
                                      __________________________________  
                                                  Secretary
    <PAGE>
   Exhibit 3(i)
   Page 46 of 194
    
    
   STATE OF CONNECTICUT  )
                         )  ss.  Hartford, March 12, 1943
   COUNTY OF HARTFORD    )
    
    
         Personally appeared, NORMAN B. BERTOLETTE, President and MARTIN J.    
   COUGHLIN, Secretary of The Hartford Gas Company, signers of the foregoing   
   certificate, and made oath to the truth of the same, before me.
    
    
                                                  ____________________________
                                                      Notary Public
    
                                                             (SEAL)
    
    
   RECEIVED AND FILED
   MAR 26, 1943                                                                
    <PAGE>
                                                              Exhibit 3(i)
                                                              Page 47 of 194
     
     
                    AN ACT AMENDING THE CHARTER OF THE HARTFORD                
                                    GAS COMPANY                                
    
                              Approved June 27, 1951                           
         SECTION 1.  For the purpose of obtaining a supply of natural gas, The 
   Hartford Gas Company, chartered as The Hartford City Gas Light Company by   
   resolution of the general assembly passed at its May Session, 1848, is      
   authorized to construct, lay and maintain, within the streets, highways and 
   public grounds of the territory in which it is or may be empowered to       
   distribute and sell gas, such pipes, mains and other local distribution     
   facilities, including mains connecting with natural gas pipelines, as may
   be necessary for such distribution and sale and, with the approval of the   
   public utilities commission, such facilities may be constructed, laid and   
   maintained in other territories within this state for said purpose. 
    
          SEC. 2.  Subject to the approval of the public utilities commission, 
   said company is authorized to issue, from time to time, notes, bonds or     
   other evidences of indebtedness payable at periods of more than one year    
   after the date thereof in such amount as said commission may approve (a)  
   to provide funds for the acquisition of property or for the construction,   
   completion, extension or improvement of its system, or (b) to reimburse its 
   treasury for moneys expended for such acquisition or for such construction, 
   completion, extension or improvement which were not obtained through the    
   issue of stock, notes, bonds or other evidences of indebtedness, or (c) for 
   the discharge, funding or refunding of its obligations.  The aggregate      
   principal amount of such notes, bonds or other evidences of indebtedness    
   payable at periods of more than one year after the date thereof shall not
   at the time of issue thereof exceed one and one-half times the amount of
   the outstanding capital stock and surplus of the company.
    
          SEC. 3.  Subject to the approval of the public utilities commission, 
    said company may enter into a merger of consolidation with one or more
   other public service companies of this state or acquire the assets and
   franchises thereof by issuance of shares of its stock or otherwise, whether
   or note the charter of such other company expressly so provides.  Any such
   merger, consolidation or acquisition shall be carried out in conformity
   with the provisions of the general statutes relating thereto and the
   corporation resulting from any such merger or consolidation shall have an
   authorized capital equal to the combined authorized capital of the
   constituent corporations.
    
    <PAGE>
   Exhibit 3(i)
   Page 48 of 194
    
    
         SEC. 4.  This act shall become operative as an amendment to the       
   charter of said corporation if, within one year after its passage, (a) it   
   shall be accepted by vote of a majority of the stock of said corporation    
   present in person or by proxy at a meeting legally warned and held for such 
   purpose, and (b) an attested copy of such acceptance shall be filed in the  
   office of the secretary of the state.
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 49 of 194
    
    
                             THE HARTFORD GAS COMPANY                          
    
                      Certificate of Acceptance of Amendment                   
                                    to Charter                                 
                      ______________________________________                   
    
    
         THIS IS TO CERTIFY That at a meeting of the stockholders of The       
   Hartford Gas Company legally warned and held for that purpose in Hartford,  
   Connecticut, on March 19, 1952 the Act amending the charter of said         
   corporation passed at the January session of the General Assembly of 1951   
   was accepted by a vote of a majority of the stockholders present in person  
   or by proxy of which the following is a copy:
    
              RESOLVED:  That the amendment of the charter of this corporation 
         enacted by the 1951 Session of the Connecticut Legislature (Special   
         Acts of 1951 No. 478) be and the same is hereby accepted.             
    
         Dated at Hartford, Connecticut, this 19th day of March, 1952.
    
    
    
                                 Attest:
    
    
    
                                 ___________________________________
                                 N. B. Bertolette
                                 President, The Hartford Gas Company
    
    
    
                                 ___________________________________
                                 M. J. Coughlin
                                 Secretary, The Hartford Gas Company
    <PAGE>

   Exhibit 3(i)
   Page 50 of 194
    
    
                   AN ACT CONCERNING ENLARGING THE FRANCHISE                 
                     AREA OF THE HARTFORD GAS COMPANY AND                    
                    PROVIDING FOR CERTAIN ADDITIONAL POWERS                  
    
                             Approved May 24, 1957                           
    
    
    
    
         SECTION 1.  The Hartford Gas Company is authorized to distribute    
   and sell gas of any type in the towns of Simsbury, Rocky Hill, Farmington 
   and Avon and to lay gas mains and pipes and to erect such other fixtures  
   as are necessary in and on the streets, highways and public grounds of    
   said towns and to do all things necessary or convenient in order to       
   furnish gas for any purpose to said towns and to the inhabitants thereof.
    
         SEC. 2.  Section 3 of number 478 of the special acts of 1951 is     
   amended by adding thereto the following:  In addition to the powers       
   elsewhere granted to The Hartford Gas Company by its charter and any     
   amendments thereto, said company is hereby authorized to acquire by       
   lease, purchase or otherwise, upon such terms and conditions as may be    
   agreed upon, and to hold, own, use, exercise, enjoy and dispose of the 
   whole or any part of the gas property, rights, securities and franchises 
   of any corporation authorized to manufacture, sell or dispose of gas in 
   any town in the counties of Hartford, Middlesex and Tolland and, upon the 
   acquisition of such property and franchises, is authorized to manufacture, 
   buy, sell and distribute gas and gas appliances for any and all purposes 
   within the towns named in such franchises or within such area of the towns
   as may be agreed upon and to hold, own, use, extend, exercise, enjoy and 
   dispose of the same to the same extent as though said rights, franchises 
   and immunities had been originally granted to it.  In the exercise of its 
   corporate powers, said company shall have the right to enter upon and open
   the streets, avenues and highways within the towns named in such 
   franchises, for the purpose of installing and maintaining conduits, pipes 
   and all necessary or convenient fixtures and apparatus, all subject to any
   rules, regulations, by-laws or ordinances of such towns.  Said company 
   shall have power from time to time to assume or guarantee the contracts, 
   bonds and other obligations and the payment of dividends upon the capital 
   stock of any gas company of this state.  Any corporation authorized to 
   engage in or carry on the business of manufacturing, selling or 
   distributing gas shall be authorized to consolidate or merge with said 
   corporation and to sell, lease and convey to it the whole or any part of 
   its rights, privileges, franchises, property, securities and assets.
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 51 of 194
    
    
         SEC. 3.  The Hartford Gas Company shall have and enjoy all the      
   powers and privileges possessed by corporations organized under the        
   provisions of chapter 249 of the general statutes, and any amendments     
   thereof, except so far as they are inconsistent with the provisions of    
   the charter of the company, as from time to time amended.
    
         SEC. 4.  The Hartford Gas Company is hereby authorized, upon        
   compliance with the provisions of sections 5 to 7, inclusive, of this     
   act, to acquire by condemnation and to enter upon, acquire, take and use  
   such lands, rights of way, easements or other interests in land,          
   hereinafter called such property, as shall be necessary or convenient in  
   the exercise of any of its rights, powers and privileges; provided said   
   company shall be held to pay all damages to any person or persons which   
   may arise from any such entry or taking.
    
         SEC. 5.  No such property shall be taken under the provisions of    
   this act in any public street or highway, public park or reservation or   
   other public property, or within the location of any railroad or street   
   railway company or other public utility company; provided such pipeline   
   or pipelines may be constructed under or through any public highway or    
   street, public park or reservation or other public property if the method 
   of such construction and the plans and specifications therefor have been  
   approved by the authority having jurisdiction over the maintenance of     
   such public highway or street, public park or reservation or other public 
   property; and provided further such pipeline or pipelines may be          
   constructed over or across the location of any railroad or street railway 
   company or other public utility company by agreement with such railroad or
   street railway company or other public utility company or, in the event of
   failure so to agree, then with the approval of the public utilities 
   commission and in such manner as may be determined by said commission.
    
         SEC. 6.  If said company and the person or persons to whom damages  
   may arise from any taking under the provisions of this act of any such    
   property shall be unable to effect an agreement on the amount of such     
   damages, said company may prefer a petition to the superior court in the  
   county in which such property lies or to a judge of said court if said    
   court is not in session praying that such compensation may be            
   determined, which petition shall describe such property to be taken and   
   the use to which it is to be devoted and shall be accompanied by a        
   summons signed by competent authority and served as process in civil     
   actions before said court, notifying the owner or owners of said property 
   and all persons interested in such property to appear before said court   
   or such judge, and thereupon said court or judge shall appoint a          
   committee of three disinterested persons who shall be duly sworn before   
   commencing their duties.  Such committee, after giving reasonable notice  
   to the parties, shall view the property in question, hear the evidence,  
   ascertain the value, assess just damages to the owner or owners of such   
                                      -2-                                    
    <PAGE>
   Exhibit 3(i)
   Page 52 of 194
    
    
   property, and report its doings to said court or judge.  Said court or    
   judge may accept such report or may reject it for irregular or improper   
   conduct by such committee in the performance of its duties.  If the       
   report is rejected, said court or judge shall appoint another committee   
   which shall proceed in the same manner as the first committee was         
   required to proceed.  If the report is accepted, such acceptance shall    
   have the effect of a judgment in favor of the owner of the property       
   against said company for the amount of the assessment made by such        
   committee and, except as otherwise provided by law, execution may issue   
   therefor.  Said court or such judge shall make any order necessary to     
   protect the rights of all the parties interested.  Except as provided in  
   section 7 of this act, such property shall not be entered upon and used   
   by said company until the amount of such damages shall be paid to the     
   party or parties to whom such damages are due, or deposited for his or    
   their use with said court, and upon such payment or deposit such property 
   shall become the property of said company.  The expenses or costs of any  
   such hearing shall be taxed by such court or judge and paid by said       
   company.  If the amount of the damages awarded to any such property owner 
   shall exceed the amount offered to such property owner by said company for
   such property prior to the preferring of such petition to such court or 
   judge, such court or judge may award to such property owner such attorney 
   and appraisal fees as the court may determine to be reasonable.
    
         SEC. 7.  When at any stage of condemnation proceedings brought      
   under this act it shall appear to the court or judge before whom such
   proceedings are pending that the public interest will be prejudiced by
   delay, said court or judge may direct that said company be permitted to 
   enter immediately upon the property to be taken and devote it to the 
   public use specified in said petition upon the deposit with said court 
   of a sum to be fixed by said court or judge, upon notice to the parties 
   of not less than ten days, and such sum when so fixed and paid shall be 
   applied so far as it may be necessary for the purpose of the payment of 
   any award of damages which may be made, with interest thereon from the 
   date of such entry upon said property and the remainder if any returned 
   to said company.  In case the proceedings should be abandoned by said 
   company, said court or judge shall direct that the money so deposited, 
   so far as it may be necessary, shall be applied to the payment of any 
   damages that the owner of such property or other parties in interest may 
   have sustained by such entry upon and use of such property, and the costs 
   and expenses of such proceedings, such damages to be ascertained by said 
   court or judge or a committee to be appointed for that purpose, and if 
   the sum so deposited shall be insufficient to pay such damages and all 
   costs and expenses so awarded, judgment shall be entered against said 
   company for the deficiency, which may be enforced and collected in the 
   same manner as a judgment in the superior court; and the possession of 
   such property shall be restored to the owner or owners thereof.
    
                                      -3-                                    <PAGE>
                                                             Exhibit 3(i)
                                                             Page 53 of 194
    
    
         SEC. 8.  Number 104 of the special acts of 1937 is amended to read  
   as follows:  The government and direction of the affairs of the company   
   shall be vested in a board of directors consisting of not less than seven 
   and not more than twelve, who shall be chosen by the stockholders of said 
   company in the manner hereinafter provided and shall hold their offices   
   until others are elected and have qualified to take their places as       
   directors.  Said directors, a majority of whom shall be a quorum for the  
   transaction of business, shall elect one of their number to be president  
   of said company.  They shall also choose a treasurer who shall give bond  
   with security to said company in such sum as said directors may require   
   for the faithful discharge of his trust, and shall also choose a          
   secretary.
    
         SEC. 9.  This act shall become operative as an amendment to the     
   charter of said company if, within eighteen months after its passage, it  
   shall be accepted by vote of a majority of the stock of said company      
   present in person or by proxy at a meeting legally warned and held for    
   such purpose, and an attested copy of such acceptance shall be filed in   
   the office of the secretary of the state.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
                                      -4-                                    <PAGE>
   Exhibit 3(i)
   Page 54 of 194
    
    
                          CERTIFICATE OF ACCEPTANCE OF                       
                              AMENDMENT TO CHARTER                           
    
         THIS IS TO CERTIFY, that at a meeting of the stockholders of THE    
   HARTFORD GAS COMPANY legally warned and held for the purpose on the 19th  
   day of March, 1958, the Act amending the Charter of said corporation      
   passed at the January Session of the General Assembly of 1957 was         
   accepted by a unanimous vote of the stockholders present, of which the    
   following is a copy:
    
              "RESOLVED:  That the amendment to the Charter of The Hartford  
         Gas Company enacted by the 1957 session of the Connecticut          
         Legislature (Special Acts of 1957 - No. 387) be and it hereby is    
         accepted."                                                          
    
    
         Dated at Hartford, Connecticut this 21st day of April, 1958.
    
    
   Attest:                                           W. T. Jebb
                                             _____________________________
                                                     President
    
    
                                                     M. J. Coughlin
                                             _____________________________
                                                     Secretary
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 55 of 194
    
         CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION      
    
                BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS             
    
                              (Stock Corporation)                            
    
   1.    The name of the corporation is  The Hartford Gas Company
          233 Pearl Street, Hartford, Connecticut
    
   2.    The Certificate of Incorporation (check one only)
    
                                    ___X___(a) is amended only
                                    _______(b) is amended and restated
                                    _______(c) is restated only
    
         by the following resolution of directors and shareholders:
   RESOLVED:  That the Charter of The Hartford Gas Company be and it hereby is
   amended so as to specifically include among its powers the following:  The
   Hartford Gas Company shall have power, through the agency of one or more
   wholly-owned subsidiary corporations and call as itself to engage in the
   business of furnishing, from one or more plants, heat or air conditioning,
   or both, by means of steam, heated or chilled   water or other medium, in
   the cities and towns in the State of Connecticut wherein it now is or
   hereafter may be authorized to sell gas or electricity or both.
    
   3.    (Omit if Par. 2(a) is checked)
    
         (a)     The above resolution merely restates and does not change    
                 the provisions of the  original Certificate of Incorporation
                 as supplemented and amended to date except as follows:
                 (indicate amendments made, if say: if none so indicate)  
          
         (b)      Other than as indicated in Par 3(a), there is no discrepancy
                  between the provisions of the original Certificate of
                  Incorporation as supplemented and amended to date, and the
                  provisions of this Certificate Restating the Certificate of
                  Incorporation.
    
   4.  The above resolution was adopted by the board of directors by
   shareholders.  At respective meetings held March 15, 1961.
    
   5.  Vote of Shareholders:

         (a)  (Use if no shares are required to be voted as a class.)
   <TABLE>
         <C>                  <C>                      <C>             <C>
         Number of Shares     Total Voting Power of    Vote Required   Total Favoring
         Entitled to Vote     Shares Entitled to Vote   for Adoption   Adoption
   ______________________     _______________________   ____________   _____________
         236,264                 236,264                 157,510       189,705
    </TABLE>
         (b)  (Use if any shares to be voted as a class.)
    
         Describe clearly the vote required for adoption and state the actual
         vote favoring adoption:  include the designation and number of shares
         of each class entitled to vote on the resolution as a class, the
         voting power of each such class and the actual vote of each such
         class.
    
   (SEAL)   Dated at Hartford, Conn this 11th day of April, 1961
    
                                                       /s/ William T. Jebb
                                                            President
    
                                                      /s/ W.A. MacDonald
                                                            Secretary <PAGE>
   Exhibit 3(i)
   Page 56 of 194
    
   STATE OF CONNECTICUT)
                       ) SS.                April 11 1961
   COUNTY OF HARTFORD  )

         Formally appeared    William T. Jebb      and W.A. MacDonald and made
   oath to the truth of the foregoing certification by them signed, before me.
    
    
    
                                                 /s/ Fred. S. Pickford
                                                   Notary Public
    
    
   STATE OF CONNECTICUT
   Secretary of the State
   CERTIFICATE AMENDING OR 
   RESTATING CERTIFICATE OF 
   INCORPORATION BY ACTION
   OF BOARD OF DIRECTORS
   AND SHAREHOLDERS
     (Stock Corporation)
     
   ______________________
   FILED State of Connecticut
   April 12, 1961 3:16PM

    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 57 of 194
    
    
            AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY,         
         CONCERNING ACQUISITION OF OTHER GAS PROPERTIES AND FURNISHING       
                          OF HEAT OR AIR CONDITIONING                        
    
                             Approved May 31, 1961                           
    
    
         SECTION 1.  The first sentence of section 2 of number 387 of the    
   special acts of 1957 is amended to read as follows:  Section 3 of number  
   478 of the special acts of 1951 is amended by adding thereto the          
   following:  In addition to the powers elsewhere granted to The Hartford   
   Gas Company by its charter and any amendments purchase or otherwise, upon 
   such terms and conditions as may be agreed upon, and to hold, own, use,   
   exercise, enjoy and dispose of the whole or any part of the gas property, 
   rights, securities and franchises of any corporation authorized to        
   manufacture, sell or dispose of gas in any town in the state of           
   Connecticut, and upon the acquisition of such property and franchises, is 
   authorized to manufacture, buy, sell and distribute gas and gas           
   appliances for any and all purposes within the towns named in such        
   franchises or within such area of the town as may be agreed upon and to   
   hold, own, use, extend, exercise, enjoy and dispose of the same to the    
   same extent as though said rights, franchises and immunities had been     
   originally granted to it.
    
         SEC. 2.  The Hartford Gas Company is hereby authorized and          
   empowered, through the agency of one or more wholly owned subsidiary      
   corporations, whether incorporated by special act of the general assembly
   or under the general statutes of the state of Connecticut, as well as by
   itself, to engage in the business of furnishing, from one or more plants,
   heat or air conditioning, or both, by means of steam, heated or chilled
   water or other medium, in the cities and towns in the state of Connecticut
   wherein it now is or hereafter may be authorized to sell gas or
   electricity, or both, and through such agency as well as itself, to    
   lay and maintain mains, pipes or other conduits and to erect such other
   fixtures as are or may be necessary or convenient in and on the streets,
   highways and public grounds of said cities and towns, for the purpose of
   carrying such medium from any and each such plant to the location of
   customers to be served and returning the same, or other medium into which
   it may have been changed, to such central plant.
    
         SEC. 3.  This amendment to the charter of The Hartford Gas Company  
   shall not require acceptance by the corporation.
    <PAGE>
   Exhibit 3(i)
   Page 58 of 194
    
    
                  CERTIFICATE OF ISSUE AND STATEMENT REQUIRED                
                   BY G.S. REV. 1958, SEC. 33-394, AS AMENDED                
                  ____________________________________________               
    
    
         1.  The name of the corporation is The Hartford Gas Company.  It is 
   a corporation specially chartered by the General Assembly of the State of 
   Connecticut.
    
         2.  By its special charter, Special Act 1943 No. 69 (page 46), it   
   is authorized to issue its "capital stock from time to time to an amount  
   not exceeding the in the aggregate seven million five hundred thousand    
   dollars."
    
         3.  Prior to January 1, 1957, there were issued and outstanding     
   $750,000 in the aggregate of non-callable preferred stock, consisting of  
   30,000 shares, having a par value of $25 per share, and $3,750,000 in the 
   aggregate of common stock, consisting of 150,000 shares, having a par     
   value of $25 per share.
    
         4.  On March 24, 1955, the shareholders of The Hartford Gas Company 
   authorized the issue of $1,500,000 additional common stock (60,000 shares 
   at $25 a share) to be issued in satisfaction of the conversion rights of  
   $1,500,000 in aggregate principal amount of the convertible debentures    
   which were authorized at the same time.
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 59 of 194
    
    
         5.  The privilege contained in such convertible debentures, issued  
   under the name of 3 1/4% Ten Year Convertible Debentures, came into       
   existence January 1, 1957 and terminated on November 1, 1962, the date as 
   of which all uncoverted debentures were called for redemption. In the  
   interim there has been issued, from time to time, in satisfaction of such 
   conversion privilege, all except 140 of such 60,000 shares.  The issuance 
   of the unissued 140 shares has been since authorized.
         6.  Of said 60,000 shares, 56,250 shares of the par value of        
   $1,406,250 were issued prior to January 1, 1961.
         7.  The balance thereof, viz. 3,750 shares, of the par value of     
   $93,750 have been issued since January 1, 1961 or are now being issued.
    
         Dated at Hartford, Connecticut, this 13th day of December 1962.  
    
                                         W.T. Jebb
                                       __________________________________ 
    
                                         W.A. MacDonald
                                       __________________________________ 
    
   STATE OF CONNECTICUT )
                        )  ss.:  December 13, 1962
   COUNTY OF HARTFORD   )
    
         Personally appeared W. T. Jebb and W.A. MacDonald respectively the  
   President and Secretary of The Hartford Gas Company, and made oath to the 
   truth of the foregoing certificate by them signed, before me,
    
                                       ____________________________________
                                       Notary Public
    <PAGE>
   Exhibit 3(i)
   Page 60 of 194
    
    
               CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION             
    
                BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS             
    
                              (Stock Corporation)                            
    
    
         1.   The name of the corporation is THE HARTFORD GAS COMPANY.
    
         2.   The Certificate of Incorporation is amended only by the 
    
   following resolutions of directors and shareholders:
    
              RESOLVED:  That the charter of The Hartford Gas Company be     
         amended to provide:  As at April 19, 1963, of the Seven Million     
         Five Hundred Thousand Dollars ($7,500,000) of authorized capital    
         stock of the Company, the 210,000 common shares, of the par value   
         of $25 each, issued and outstanding shall be split (2 for 1) into   
         420,000 shares of common stock of the par value of $12.50 each;     
    
              RESOLVED:  That the charter of The Hartford Gas Company be     
         amended to provide:  As at April 19, 1963, of the Seven Million     
         Five Hundred Thousand Dollars ($7,500,000) of authorized capital    
         stock of the Company, the 30,000 preferred shares, of the par value 
         of $25 each, issued and outstanding, shall be split (2 for 1) into  
         60,000 shares of preferred stock, of the par value of $12.50 each,  
         said preferred stock to be entitled to receive out of the net       
         profits of the corporation cumulative dividends at the rate of 8%    
         per annum, quarterly dividends of 2% to be paid thereon before any  
         dividends are payable upon the common stock of the Company, the     
         first quarterly dividend of 2% to be payable, on or before, July    
         1st, 1963, said preferred stock in the event of liquidation of the  
         corporation or distribution of its assets, to be preferred as to    
         the entire assets to the amount of $25 a share; all shares, whether 
         of preferred or common stock, to have equal voting rights and equal 
         right to participate in subscriptions to any future increase of     
         capital stock;                                                      
    
              RESOLVED:  That the charter of The Hartford Gas Company be      
         amended to provide:  As at April 19, 1963, of the Seven Million    
         Five Hundred Thousand Dollars ($7,500,000) of authorized capital    
         stock of the Company, One Million Dollars ($1,000,000) of           
         authorized but unissued stock shall consist of 80,000 shares of     
         common stock, of the par value of $12.50 per share.                 
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 61 of 194
    
    
         3.  The above resolutions were adopted by the Board of Directors    
   and shareholders at the Annual Meeting of the corporation held at its     
   office, 233 Pearl Street, Hartford, on March 20, 1963.
         4.  Vote of shareholders:
         The Hartford Gas Company has outstanding 210,000 shares of $25 par  
   common stock and 30,000 shares of $25 par preferred stock.  In order to   
   adopt the foregoing resolutions, a two-thirds' vote of each class, voting 
   separately as a class, was required.  The vote was as follows:
    
    <TABLE>
   <CAPTION>
                                                   For          Against  
                                                    ___          ________ 
   <S>                                           <C>            <C>
              Preferred:  All resolutions         24,533             50   
    
              Common:  First resolution          175,636            562   
                       Second resolution         175,140          1,058   
                       Third resolution          175,044          1,154   
    </TABLE>
   constituting, in each instance, more than two-thirds of all stock         
   outstanding in favor.
    
         Dated at Hartford, this 1st day of April, 1963.
    
    
                                               Fred S. Pickford
                                               _________________________  
                                               Vice President
    
    
                                               W.A. MacDonald
                                               _________________________  
                                               Secretary
    
    
                                      -2-                                    
    <PAGE>
   Exhibit 3(i)
   Page 62 of 194
    
    
   STATE OF CONNECTICUT  )
                         )     ss.  Hartford          April 1, 1693
   COUNTY OF HARTFORD    )
    
         Personally appeared Fred S. Pickford, Vice President, and 
    
   W. A. MacDonald, Secretary, and made oath to the truth of the foregoing 
    
   certificate by them signed, before me.
    
    
    
    
                                               ___________________________
                                               Notary Public
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
     
    
    
    
    
    
    
     
    
    
    
    
                                       -3-                                   
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 63 of 194
    
    
                   AN ACT CONCERNING THE AREA TO BE SERVED BY                
                            THE HARTFORD GAS COMPANY                         
    
                             Approved July 7, 1965                           
    
    
    
         SECTION 1.  The Hartford Gas Company is authorized to distribute    
   and sell gas of any type in the towns of Portland, East Hampton,          
   Marlborough, Hebron, Bolton, East Granby, Granby, Canton and Burlington   
   and to lay gas mains and pipes and to erect such other fixtures as are    
   necessary in and on the streets, highways and public grounds of said      
   towns and to do all things necessary or convenient in order to furnish    
   gas for any purpose to said towns and to the inhabitants thereof.
    
         Sec. 2.  This amendment to the charter of The Hartford Gas Company  
   shall not require acceptance by the corporation.
    <PAGE>
   Exhibit 3(i)
   Page 64 of 194
    
    
         CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION      
    
                BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS             
    
                              (Stock Corporation)                            
    
    
   I.    The name of the corporation is The Hartford Gas Company.
    
   II.   The Certificate of Incorporation is amended only by the following   
   resolutions of directors and shareholders:
    
         (1)       RESOLVED:  That the charter of The Hartford Gas Company   
              be and hereby is amended so as to include, without limitation, 
              the following powers:  to manufacture, create, generate,       
              transform, store, sell and distribute all types of energy and   
              all types of fuels; to manufacture, sell, install, maintain    
              and service any and all apparatus and appliances utilizing any 
              type of energy or fuel; to engage in and conduct any business  
              incidental, necessary or useful in connection with any of the  
              foregoing or with any other business in which the Company, or  
              any of its subsidiaries is engaged; to own the stock, bonds,   
              debentures or other securities or obligations of other         
              corporations, whether or not they be engaged in any of the     
              aforementioned businesses, and to guaranty their obligations.  
    
         (2)       RESOLVED:  That the charter of The Hartford Gas Company   
              be and hereby is amended so as to provide that the authorized  
              capital stock of the Company consist of the following:         
              500,000 shares of common stock having a par value of $12.50    
              per share, all of which are now outstanding; 60,000 shares of  
              preferred stock having a par value of $12.50 per share, to be  
              hereafter known as the "$12.50 Par Preferred Stock", all of    
              which are now outstanding; 100,000 shares of preferred stock   
              having a par value of $100 per share, to be known and          
              designated as the Company's "$100 Par Serial Preferred Stock", 
              such stock to be on a parity with respect to dividends and      
              liquidation with the $12.50 Par Preferred Stock and such stock 
              neither to have nor to be subject to any preemptive rights and 
              that the Board of Directors is authorized to issue, from time  
              to time, all such shares of $100 Par Serial Preferred Stock,   
              and, to the extent permitted by law, to fix and determine the  
              terms, limitations and (except that no amount payable on       
              liquidation shall exceed the then applicable call price)       
              relative rights and preferences of such stock, including,      
              without limitation, the conditions under which they shall be   
              entitled to voting rights and the extent thereof, to divide    
              such shares into series and, to the extent permitted by law,  
              to fix and determine    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 65 of 194
                   
    
              The above resolutions were adopted by the board of directors   
              and by shareholders.                                           
    
              Vote of Shareholders:
    
                   (a)  As to Resolution #1 above:
   <TABLE>
   <C>                 <C>                    <S>              <C> 
   Number of Shares    Total Voting Power of    Vote Required  Vote Favoring
   Entitled to Vote    Shares Entitled to Vote   for adoption    Adoption
   =================   =======================  ============== =============
    
       560,000                560,000          2/3 of all stock   422,885
                                                                   (75.5%)
    </TABLE>
                  (b)  As to Resolution #2 above:
   <TABLE>
   <C>                 <C>                     <S>              <C>  
   Number of Shares    Total Voting Power of   Vote Required    Vote Favoring
   Entitled to Vote    Shares Entitled to Vote  for adoption      Adoption 
   =================   =======================  ==============   =============
    
   1.  $12.50 Par
       Preferred Stock
        60,000                 60,000          2/3 of this class    41,907
                                                                     (69.8%)
    
   2.  Common
       500,000                500,000          2/3 of all other
                                               classes              374,591
                                               (2/3 of this class)  (74.9%)
   </TABLE> 
    
             Dated at Hartford this 26th day of April, 1967.
    
    
                                              Robert H. Willis
                                      ____________________________________
                                              President
    
    
                                              W. A.  MacDonald
                                      ____________________________________
                                              Secretary
    
    
    
                                      -2-                                    
    <PAGE>
   Exhibit 3(i)
   Page 66 of 194
    
    
   STATE OF CONNECTICUT  )
                         )  ss.:                 April 26, 1967
   COUNTY OF HARTFORD    )
    
         Personally appeared Robert H. Willis and W. A. MacDonald and made   
   oath to the truth of the foregoing certificate by them signed, before me.
    
                                        ____________________________________
                                                 Notary Public
    
    
    
                                        My Commission expires:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
                                      -3-                                    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 67 of 194
    
    
                  AN ACT CONCERNING THE AREA TO BE SERVED BY                 
                            THE HARTFORD GAS COMPANY                         
    
                             Approved June 20, 1967                          
    
    
    
         SECTION 1.  The Hartford Gas Company is authorized to distribute    
   and sell gas of any type in the towns of Andover, Columbia, Coventry and  
   Mansfield and to lay gas mains and pipes and to erect such other fixtures 
   as are necessary in and on the streets, highways and public grounds of    
   said towns and to do all things necessary or convenient in order to       
   furnish gas for any purpose to said towns and to the inhabitants thereof.
    
         SEC. 2.  This amendment to the charter of The Hartford Gas Company  
   shall not require acceptance by the corporation.
    
    <PAGE>
   Exhibit 3(i)
   Page 68 of 194
    
    
    
    
    
    
    
                             CERTIFICATE OF MERGER                           
    
                The New Britain Gas Light Company (New Britain)              
    
                                      into                                   
    
                      The Hartford Gas Company (Hartford)                    
    
                     name of surviving corporation shall be                  
    
                      CONNECTICUT NATURAL GAS CORPORATION                    
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 69 of 194
    
    
                             CERTIFICATE OF MERGER                           
    
    
         A.  The name of the surviving corporation in the merger is          
   CONNECTICUT NATURAL GAS CORPORATION (Surviving Corporation), a            
   Connecticut corporation.
    
         B.  The Plan of Merger is as follows:
    
              1.  Merger and Name of Surviving Corporation.  The New Britain 
         Gas Light Company (New Britain), a Connecticut corporation, shall   
         merge into The Hartford Gas Company (Hartford), a Connecticut       
         corporation, upon the effective date of the merger which shall be   
         at the close of business on the last day of the month in which this 
         certificate is filed in the office of the Secretary of State of     
         Connecticut.  Hartford shall be the surviving corporation and shall 
         continue under the name CONNECTICUT NATURAL GAS CORPORATION.        
    
              2.  Charter and By-Laws of the Surviving Corporation.  The     
         charter of Hartford, as enacted by the General Assembly of the      
         State of Connecticut and amended by it and by action of Hartford's  
         stockholders up to the effective date of the merger, and as further 
         amended as set forth herein, and by operation of law as a result of 
         the merger of New Britain into Hartford, shall be the charter of    
         the Surviving Corporation until further amended as provided by      
         law.  The Surviving Corporation shall have in addition to the       
         powers conferred on it by the General Statutes of the State of      
         Connecticut, all of the special rights, powers and franchises       
         possessed by Hartford and New Britain, including all such special   
         rights, powers and franchises to which either has succeeded by      
         merger, consolidation, purchase or otherwise.  The By-Laws set      
         forth in Exhibit I hereto shall be the By-Laws of the Surviving     
         Corporation.                                                        
    
              3.  Directors and Officers of the Surviving Corporation.  The  
         Board of Directors of the Surviving Corporation shall initially     
         consist of sixteen directors whose names are set forth in Exhibit   
         II hereto or of such of them as are able and willing to serve.  The 
         names of certain principal officers of the Surviving Corporation    
         are also set forth in Exhibit II.                                   
    
              4.  Succession of Surviving Corporation.  Upon the effective   
         date of the merger the separate the separate existence of New       
         Britain shall cease and Hartford shall continue to exist as the     
         Surviving Corporation and shall thereupon succeed to all the        
         rights, privileges, immunities, franchises, property,                
    <PAGE>
   Exhibit 3(i)
   Page 70 of 194
    
    
         choses in action and all and every other interest of, or belonging  
         to, each of the merging corporations in the manner and to the extent 
         provided by law.                                                    
    
              5.  Merger's Effect on Securities.  (a)  Upon the effective    
         date of the merger, the authorized capital stock of the Surviving   
         Corporation shall consist of 685,582 shares of common stock having  
         a par value of $12.50 per share, 60,000 shares of $12.50 Par        
         Preferred Stock and 100,000 shares of $100 Par Serial Preferred     
         Stock of which there shall be a 5.75% Series of 9,600 shares;       
    
              (b)  Upon the effective date of the merger:                    
    
                   (i)  Each issued and outstanding share of Hartford common 
              stock of the par value of $12.50 Par Preferred Stock shall     
              remain unchanged but certificates representing such shares     
              shall be exchangeable for certificates for the same number of  
              shares bearing the new name of the Surviving Corporation;      
    
                   (ii)  Each issued and outstanding share of New Britain    
              common stock of the par value of $25 per share shall be        
              converted into two shares of the Surviving Corporation common  
              stock of the par value of $12.50 per share;                    
    
                   (iii)  Each issued and outstanding share of New Britain   
              Preferred Stock, 4.75% Series, of the par value of $100 per    
              share shall be converted into one share of the Surviving       
              Corporation $100 Par Serial Preferred Stock, 5.75% Series,     
              with the preferences, voting powers, restrictions and          
              qualifications set forth herein; and                           
    
                   (iv)  New Britain shares acquired by the Surviving        
              Corporation from holders thereof who shall have objected to    
              the merger and exercised their statutory appraisal rights and  
              been paid therefor in the manner provided by law shall be      
              retired and no shares of any class of stock of the Surviving   
              Corporation shall be issued in respect thereof.                
    
              (c)  After the effective date of the merger, each holder of an 
         outstanding certificate or certificates theretofore representing    
         Hartford common stock, Hartford preferred stock, New Britain common 
         stock, or New Britain preferred stock may surrender such            
         certificate or certificates and receive in exchange a certificate or
         certificates representing the number of shares of the Surviving 
         Corporation common stock or preferred stock into which the shares of
         such Hartford common stock, Hartford preferred  
    
                                              -2-                               
       
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 71 of 194
    
    
         stock, New Britain common stock or New Britain preferred stock, as  
         the case may be, shall have been converted or for which they shall  
         have become exchangeable.  Until so surrendered, each outstanding   
         certificate which, prior to the effective date of the merger,       
         represented shares of the Hartford or New Britain stock shall be    
         deemed for all purposes to evidence ownership of the shares of the  
         stock of the Surviving Corporation into which such stock shall have 
         been converted or for which it shall have become exchangeable.      
    
              6.  Amendments to Charter of Surviving Corporation.  The       
         Charter of the Surviving Corporations shall be amended as follows:  
    
                   (i)  The name of the corporation is Connecticut Natural   
              Gas Corporation;                                               
    
                   (ii)  The government and direction of the affairs of the 
              Company shall be vested in a board of directors consisting of  
              not less than ten and not more than sixteen, who shall be      
              chosen by the stockholders of said Company in the manner      
              hereinafter provided and shall hold their offices until others 
              are elected and have qualified to take their places as         
              directors.  Said directors, a majority of whom shall be a quorum
              for the transaction of business, shall appoint such officers as
              said directors consider desirable.                 
    
                   (iii)  The authorized capital stock of the Company shall  
              consist of the following:  685,582 shares of common stock      
              having a par value of $12.50 per share; 60,000 shares of       
              preferred stock having a par value of $12.50 per share, to be  
              hereafter known as the "$12.50 Par Preferred Stock", all of    
              which are now outstanding; 100,000 shares of preferred stock   
              having a par value of $100 per share, to be known and          
              designated as the Company's "$100 Par Serial Preferred Stock", 
              such stock to be on a parity with respect to dividends and     
              liquidation with the $12.50 Par Preferred Stock and such stock 
              neither to have nor to be subject to any preemptive rights;    
              and that the Board of Directors is authorized to issue, from   
              time to time, all such shares of $100 Par Serial Preferred     
              Stock, and, to the extent permitted by law and not fixed by    
              the charter, to fix and determine the terms, limitations and
              (except that no amount payable on liquidation shall exceed the 
              then applicable call price) relative rights and preferences of 
              such stock, including, without limitation, the conditions under
              which they shall be entitled to voting rights and the extent 
              thereof, to divide such shares into series and, to the extent 
              permitted by law, to fix and determine the variations among 
              series;                                       
    
                                      -3-                                    
    <PAGE>
   Exhibit 3(i)
   Page 72 of 194
    
    
                   (iv)  The terms, limitations and relative rights and      
              preferences of the Company's $100 Par Serial Preferred Stock,  
              of which 100,000 shares are authorized, shall be as follows:   
    
              I.   Dividends                                                 
    
                   The holders of any series of the $100 Par Serial          
              Preferred Stock shall receive, when declared by the Board of   
              Directors, preferential dividends at the rate provided for     
              such series and payable on such dividend payment dates in each 
              year as shall be established for such series, such dividends   
              to be payable to stockholders of record on such dates as may   
              be fixed by said Board but a record date shall not be more     
              than 45 days before any dividend date.                         
    
                   Dividends on each share of the $100 Par Serial Preferred  
              Stock shall be cumulative from the date of issue thereof or    
              from such date as the Board of Directors may determine.        
              Unless full cumulative dividends to the last preceding         
              dividend date shall have been paid or set apart for payment on 
              all outstanding shares of $100 Par Serial Preferred Stock and
              unless all sinking fund redemptions or payments provided for
              each series of $100 Par Serial Preferred Stock have been made 
              or provided for, no dividend (other than a dividend in shares 
              of junior stock) shall be paid on any junior stock nor any sum 
              applied to the purchase, redemption or retirement of any junior 
              stock.  The term "junior stock" as used herein means Common       
             Stock or any other stock of the Company subordinate to the $100
              Par Serial Preferred Stock in respect of dividends or payments
              in liquidation.                       
    
                   So long as any shares of the $100 Par Serial Preferred    
              Stock shall be outstanding the Company shall not apply any sum 
              to the redemption, retirement or purchase of any share of any  
              junior stock nor to the payment of any dividend thereon        
              (exclusive of dividends payable in junior stock), if, after    
              such application shall have been made, the Company's retained  
              earnings plus the cash proceeds of the sale of additional      
              shares of junior stock since July 31, 1968 would be less than  
              $941,000, provided, however that nothing herein contained      
              shall be construed so as to prevent the Company from retiring  
              any shares of junior stock in exchange for the issue of        
              additional shares of junior stock.                             
    
    
    
                                      -4-                                    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 73 of 194
    
    
              II.  Redemption or Purchase of $100 Par Serial Preferred Stock. 
    
                   Subject to any restrictions contained in the terms of the 
              particular series of $100 Par Serial Preferred Stock, all or   
              any part of any series of the $100 Par Serial Preferred Stock  
              at any time outstanding may be called for redemption at any    
              time by vote of the Board of Directors or the operation of a   
              sinking fund, at the redemption price provided for such series 
              and in the manner hereinbelow provided.  All or any part of    
              any series of the $100 Par Serial Preferred Stock may be       
              called for redemption without calling any part or all of any   
              other series of the $100 Par Serial Preferred Stock.  If less
              than all of any series of the $100 Par Serial Preferred is so 
              called, the Transfer Agent shall determine by lot or in some 
              other proper manner approved by the Board of Directors the 
              shares of such series of $100 Par Serial Preferred Stock to 
              be called.        
    
                   Except for redemption effected by the operation of a      
              sinking fund, no call of less than all of the $100 Par Serial  
              Preferred Stock outstanding shall be made without setting      
              aside an amount equal to the dividends accumulated to the 
              redemption date fixed in such call and making or providing for 
              all sinking fund payments or redemptions then due on all of 
              the $100 Par Serial Preferred Stock then outstanding and not 
              called.                         
    
                   The sums payable in respect of any $100 Par Serial        
              Preferred Stock so called shall be payable at the office of an 
              incorporated bank or trust company; in good standing.  Notice  
              of such call, stating the redemption date and the place where  
              the redemption price of the stock so called is payable, shall  
              be mailed not less than 30 days before the redemption date to  
              each holder of stock so called at his address as it appears    
              upon the books of the Company.                                 
    
                   The Company shall, before the redemption date, deposit    
              with said bank or trust company all sums payable with respect  
              to the $100 Par Serial Preferred Stock so called.  After such
              mailing and deposit the holders of the $100 Par Serial Preferred
              Stock so called for redemption shall cease to have any right 
              to future dividends or other rights or privileges as              
             stockholders in respect of such stock and shall be entitled to
              look for payment on and after the redemption date only to the
              sums so deposited with said bank or trust company for their
              respective accounts.  Stock so redeemed may be reissued but only
              subject to the limitations imposed hereby upon the issue of $100
              Par Serial Preferred Stock.                                       
          
    
                                      -5-                                    
    <PAGE>
   Exhibit 3(i)
   Page 74 of 194
    
    
                   At any time when there is no default in the payment of    
              any dividend on or in the making or providing for any sinking  
              fund payment on or redemption of any of the $100 Par Serial    
              Preferred Stock and there is no event of default as defined in 
              IV hereof, the Company may purchase all or any of the then     
              outstanding shares of the $100 Par Serial Preferred Stock of   
              any series upon the best terms reasonably obtainable but not   
              exceeding the then current redemption price of such shares.    
    
              III.  Amounts Payable on Liquidation
    
                   The holders of any series of the $100 Par Serial          
              Preferred Stock shall receive upon any voluntary liquidation,  
              dissolution or winding up of the Company the then current      
              price at which shares of such series may be redeemed at the    
              option of the Company and if such action is involuntary $100   
              per share, plus in each case all dividends accrued and unpaid  
              to the date of such payment, before any payment in liquidation 
              is made on any junior stock.                                   
    
                   If the net assets of the Company available for            
              distribution on liquidation shall be insufficient to pay in    
              full to the holders of the $100 Par Serial Preferred Stock the 
              preferential amounts to which they shall be entitled and to    
              the holders of the Company's $12.50 Par Preferred Stock the    
              $25 per share to which they are entitled, then such net assets 
              shall be distributed among the holders of the $100 Par Serial 
              Preferred Stock and of the Company's $12.50 Par Preferred Stock,
              who shall receive a common percentage of the full respective 
              preferential amounts.                          
    
              IV.  Voting Powers
    
                   Except as provided herein and as provided by law, the     
              holders of the $100 Par Serial Preferred Stock shall have no   
              voting power or right to notice of any meeting.                
    
                   Whenever dividends on any shares of the $100 Par Serial   
              Preferred Stock shall be in arrears in an amount equal to or   
              exceeding four quarterly dividend payments; or whenever there  
              shall have occurred some default in the observance of any of   
              the provisions hereof or of the provisions of any series of    
              $100 Par Serial Preferred Stock, or some default on which      
              action has been taken by debentureholders, bondholders,        
              holders of shares of any class of capital stock of the Company 
              ranking prior to the $100 Par Serial Preferred Stock in        
              respect of dividends or payments in liquidation or the         
    
                                      -6-                                    <PAGE>
                                                             Exhibit 3(i)
                                                             Page 75 of 194
    
    
              trustee of any deed of trust or mortgage of the Company, or       
              whenever the Company shall have been declared bankrupt or a       
              receiver of its property shall have been appointed (any of said   
              conditions before herein called an "event of default"), then the  
              holders of the $100 Par Serial Preferred Stock shall be given 
              notice of notice of all stockholders' meetings and shall have     
              the right, voting as a class, to elect the largest number of      
              directors constituting a minority of the Board of Directors of    
              the Company.  When all arrears of dividends shall have been paid
              and such event of default shall have terminated, all the rights
              and powers of the holders of the $100 Par Serial Preferred Stock
              to receive notice and to vote shall cease, subject to being 
              again revived or any subsequent event of default.   
    
                     When the holders of the $100 Par Serial Preferred Stock   
               shall have acquired the right to elect a minority of the Board
               of Directors, or such right shall cease, the Company shall
               promptly after the first delivery to the Company of a written
               request therefor by any stockholder, cause a meeting of the
               stockholders to be held within 45 days from the delivery of such
               request for the purpose of electing a new Board of Directors. 
               Forthwith, upon the election and qualification of the new Board
               of Directors, the terms of office of the existing directors
               shall terminate.                                                 
                     
               V.  Action Requiring Certain Consent of $100 Par Serial  
                  Preferred Stockholders
    
                   So long as any of the $100 Par Serial Preferred Stock is     
               outstanding, the Company shall not, without the affirmative vote 
               of the holders of at least two-thirds of the shares of the $100  
               Par Preferred Stock then outstanding, change the provisions      
               hereof or issue any shares of capital stock of the Company       
               ranking prior to the $100 Par Serial Preferred Stock in respect  
               of dividends or payments in liquidation, provided that in no     
               event shall any reduction of the dividend rate or of the amounts 
               payable upon redemption or liquidation with respect to any share 
               of the $100 Par Serial Preferred Stock be made without the       
               consent of the holder thereof.                                   
    
                   So long as any of the $100 Par Serial Preferred Stock is     
               outstanding, the Company shall not, without the consent of the   
               holders of at least a majority of the shares of the $100 Par     
               Serial Preferred Stock then outstanding, issue any additional    
               shares, or reissue any reacquired shares, of the $100 Par        
    
                                        -7-                                     

    <PAGE>
   Exhibit 3(i)
   Page 76 of 194
    
    
              Serial Preferred Stock or any other stock ranking on a parity     
              with the $100 Par Serial Preferred Stock in respect of dividends  
              or payments in liquidation, unless:                               

                     1.  the net earnings of the Company available for the     
               payment of interest for 12 consecutive calendar months          
               ending not more than 90 days before the date of such            
               issuance are equal to at least one and three-quarters times     
               the aggregate of the annual interest charges on all             
               outstanding long-term indebtedness of the Company (excluding     
               interest charges on such indebtedness to be retired by the       
               application of the proceeds from the issuance of such            
               shares) and the annual dividend requirements on all $100 Par     
               Serial Preferred Stock and all $12.50 Par Preferred Stock and    
               all other stock if any, ranking on a parity with or having       
               priority over the $100 Par Serial Preferred Stock in respect     
               of dividends or payments in liquidation which will be
               outstanding immediately after the issuance of such shares;       
               and                             
    
                    2.  immediately after the issuance of such shares the      
               aggregate of (i) the par value of the Company's $100 Par  Serial
               Preferred Stock, $12.50 Par Preferred Stock and any  other stock
               ranking on a parity with or having a priority over the $100 Par
               Serial Preferred Stock in respect of dividends or payments in
               liquidation and (ii) the principal amount of all long-term
               indebtedness is not more than seventy per cent (70%) of the
               aggregate of (a) the principal amount of all long-term
               indebtedness, (b) the par value of, or stated capital
               represented by the Company's outstanding capital stock of all
               classes and (c) the amount of the Comppany's surplus (both
               capital and earned) as then stated on the Company's books.       
                                             
    
              VI.  Merger, Consolidation or Sale of All Assets
     
               With the approval of the holders of such number of shares of    
               the $100 Par Serial Preferred Stock as may be required by law,
               the Company may merge or consolidate with or be merged into any
               other corporation, or sell substantially all of its assets
               subject to any applicable law.
    
              VII.  No Pre-emptive Right
    
                   The holders of the $100 Par Serial Preferred Stock shall     
             have no pre-emptive right to subscribe to any future issue of      
             additional shares of  
    
                                        -8-                                     

    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 77 of 194
    
    
              the $100 Par Serial Preferred Stock or of any other class of      
              stock of the Company now or hereafter authorized or to any        
              security convertible into such stock.                             

                   The holders of $12.50 Par Preferred Stock and Common Stock   
              shall have no pre-emptive right to subscribe to any issue of      
              shares of the $100 Par Serial Preferred Stock or to any security  
              convertible into shares of the $100 Par Serial Preferred Stock.   

              VIII.  Immunity of Directors, Officers and Agents
    
                   No director, officer or agent of the Company shall be held   
             personally responsible for any action taken in good faith          
             through subsequently adjudged to be in violation hereof.           
          
              IX.  Transfer Agent
    
                   The Company shall always have at least one Transfer Agent    
             for the $100 Par Serial Preferred Stock, which may be the          
             Company or a Connecticut incorporated bank or trust company of     
             good standing;                                                     
       
              (v)  There shall be and hereby is established a series of $100    
        Par Serial Preferred Stock and the designation of such series, the      
        authorized number of shares thereof and the terms thereof are as        
        follows:                                                               

                        1.  The series of $100 Par Preferred Stock established  
                  hereby shall be designated "$100 Par Serial Preferred         
                  Stock, 5.75% Series" (hereinafter referred to as the "5.75%   
                  Series") and the authorized number of shares of such series   
                  shall be 9,600.                                              
                        2.  Dividends on said 5.75% Series shall be at the      
                  rate of 5.75% of the par value thereof per annum and no       
                  more and shall be cumulative from the date of issue           
                  thereof.  Said dividends, when declared, shall be payable     
                  on the first day of January, April, July and October in       
                  each year.
    
                        3.  The shares of the 5.75% series shall be redeemable  
                  upon the terms and conditions provided in said foregoing      
                  resolution at the following redemption prices:                

                             (a)  if redeemed through operation of sinking      
                       fund hereinafter provided for, at the redemption price   
                       of $100 per share, and                                   
     
                             (b)  if redeemed otherwise than through operation  
                       of said sinking fund,                                   

                                        -9-                                     

    <PAGE>
   Exhibit 3(i)
   Page 78 of 194
    
    
    
                             at $104.75 per share if redeemed on or before      
                             January 1, 1971,                                   

                             at $103.75 per share if redeemed thereafter and    
                             on or before January 1, 1974,                      
              
                             at $102.75 per share if redeemed thereafter and    
                             on or before January 1, 1977,                      
               
                             on at $101.75 per share if redeemed thereafter     
                             and or before January 1, 1980,                     
                  
                   and
    
                             thereafter at $101.00 per share,
    
                   plus, in all cases, that portion of the quarterly dividend   
                   accrued thereon to the redemption date and all unpaid        
                   dividends thereon, if any; provided, however, that prior to  
                   January 1, 1971, no such redemption shall be made (other     
                   than through operation of said sinking fund) directly or     
                   indirectly from the proceeds, or in anticipation of the      
                   sale of any stock or the issuance of any indebtedness for    
                   money borrowed, having an effective dividend rate or an      
                   effective interest cost (calculated in accordance with       
                   accepted financial practices) as the case may be, of less    
                   than 4.75%. 
    
                             4.  The sinking fund for the redemption of the     
                       5.75% Series shall be as follows:                       

                                 On January 1, 1969, and on each January 1      
                       thereafter and for so long as any of the 5.75% Series    
                       remains outstanding, the Company shall, to the extent    
                       of any funds of the Company legally available            
                       therefor, redeem 200 shares (or such lesser number of    
                       shares as remain outstanding) of the 5.75% Series,       
                       provided, however, that if in any year the Company       
                       does not redeem such 200 shares, the deficiency shall    
                       be made good on the first succeeding January 1 on        
                       which the Company has funds legally available for the    
                       redemption of shares pursuant to this sinking fund.      
            
                                  If the Company shall issue another series of  
                        $100 Par Serial Preferred Stock for which there         

                                       -10-                                     

    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 79 of 194
    
    
                     is provided annual sinking fund redemptions or payments 
                     in excess of two per cent (2%) of the originally issued 
                     shares of such series, the sinking fund redemption of   
                     the 5.75% Series shall be increased from 200 shares to  
                     an amount equal to 10,000 shares multiplied by the      
                     percentage provided for such other series; provided,    
                     however, that the sinking fund redemption of the 5.75%  
                     Series shall in no event be increased to an amount      
                     greater than 300 shares per annum.                      
     
                       5.  No change in the provisions of the 5.75% Series, as  
                 set forth herein, shall be made except to the extent and in    
                 the manner provided in Item B, paragraph 6, section (iv),      
                 part V hereof nor without the consent of the holders of at     
                 least two-thirds of the outstanding shares of the 5.75%        
                 Series.                                                       
    
              C.   The Plan of Merger was adopted by the merging corporations   
                   in the following manner:                                     

                   1.  The Plan was approved by the Board of Directors of each  
                   merging corporation.                                         

                   2.  The Plan was approved by vote of the shareholders of     
                   Hartford and as to that corporation:                         

                        (i)  The shareholder vote required to adopt the Plan    
                  was 333,334 votes by the holders of its common stock and      
                  40,000 votes by the holders of its $12.50 Par Preferred       
                  Stock, the only classes of its stock.                         

                        (ii)  The number of shares of common stock outstanding  
                  and entitled to vote thereon was 500,000 shares and the       
                  number of shares of $12.50 Par Preferred Stock outstanding    
                  and entitled to vote thereon was 60,000 shares.              

                        (iii)  The voting power of such common stock and of     
                  such preferred stock was one vote per share.
    
                        (iv)  The vote in favor of the Plan was 419,571         
                  affirmative votes of the holders of common stock and 51,785   
                  affirmative votes of the holders of $12.50 Par Preferred      
                  Stock.                                                       

                   3.The Plan was approved by vote of the shareholders of New
                   Britain and as to that corporation:                          
        
                                       -11-                          <PAGE>
   Exhibit 3(i)
   Page 80 of 194
    
    
                   (i)  The shareholder vote required to adopt the Plan was a   
                  61,961 votes by the holders of its common stock and 6,400     
                  votes by the holders of its Preferred Stock, 4.75% Series,    
                  $100 par value, the only classes of its stock.               

                   (ii)  The number of shares of common stock outstanding and   
                  entitled to vote thereon was 92,791 shares and the number     
                  of shares of Preferred Stock, 4.75% Series, $100 par value,   
                  outstanding and entitled to vote thereon was 9,600.          
           
                  (iii)  The voting power of such common stock and of such      
                  preferred stock was one vote per share.                      
                   (iv)  The vote in favor of the Plan was 77,960 affirmative   
                  votes of the holders of common stock and 9,600 affirmative    
                  votes of the holders of Preferred Stock, 4.75% Series,        
                  $100 par value.                                               
      
    
              Dated at Hartford, Connecticut, this 30th day of August, 1968.    

    
                   We hereby declare under the penalties of perjury that the    

              statements made in the foregoing certificate, insofar as they     

              pertain to The Hartford Gas Company, are true.                    

    
                                             THE HARTFORD GAS COMPANY 
    
                                                 R.H. Willis
                                             By ______________________ 
                                                             President 
    
                                                 W.A. MacDonald
                                             __________________________ 
                                                             Secretary 
    
                   We hereby declare under the penalties of perjury, that the   

         statements made in the foregoing certificate, insofar as they pertain  

         to The New Britain Gas Light Company, are true.                        

    
                                             THE NEW BRITAIN GAS LIGHT   
                                               COMPANY
    
                                                 Edgar Rhodes
                                             By ______________________ 
                                                             President 
    
                                                 John S. Filbert
                                             _________________________ 
                                                             Secretary 
    
                                       -12-
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 81 of 194
    
    
                                                             EXHIBIT I
    
                  BY-LAWS OF CONNECTICUT NATURAL GAS CORPORATION               

    
                                     ARTICLE I                                  

    
                                     Directors                                  

    
         Sec. 1  The Board of Directors shall consist of not less than ten and 
   not more than sixteen persons who shall be stockholders of the Company and  
   who shall be elected annually by the stockholders by ballot in the manner   
   prescribed by law.
    
         Sec. 2  The Board meetings shall be held in each calendar month       
   (excepting August) on dates in said months to be ordered by the Board.      
   Special meetings of the Board may be called at any time by the Chairman
   or by the President, and shall be called on the written request of any    
   three members of the Board addressed to the chairman or the President.  
   Notice of Directors meetings shall be given by the Secretary who shall 
   mail written notice thereof to each Director at least two days before the 
   time appointed for each such meeting provided that no notice shall be 
   required other than that contained in this section of the By-Laws for the 
   stated meeting of the Board to be held immediately following the annual 
   meeting of the stockholders.
    
         Sec. 3  At any meeting of the Board of Directors a majority shall be a
   quorum for the transaction of business, but any meeting may be adjourned  
   from time to time by the vote of the Directors present.
    
    
                                    ARTICLE II                                  

    
                                     Indemnity                                  

    
         Sec. 1  Each director of the Corporation shall be indemnified and     
   reimbursed by the Corporation for expenses necessarily incurred by him in   
   connection with the defense or reasonable settlement of any action, suit or 
   proceeding in which he is made a party by reason of his being or having been
   a director of the Corporation except in relation to matters as to which he
   is finally adjudged to be liable for negligence or misconduct in the
   performance of his duties as such director.  Such right of indemnification
   and reimbursement shall not be exclusive of any other rights to which he may
   be entitled.  The rights herein provided for shall inure to each director
   whether or not he is acting as such at the time such expenses are incurred
   and in the event of his death such rights shall extend to his legal
   representatives.  Such indemnity and 
    <PAGE>
   Exhibit 3(i)
   Page 82 of 194
    
    
   reimbursement shall be fixed by the Board of Directors, and if no quorum is 
   available, by a committee of stockholders who are not directors appointed by
   the stockholders at a meeting called for the purpose.
    
    
                                    ARTICLE III                                 

                                     Officers                                   

         Sec. 1  The officers of the Company shall be a President, a Secretary,
   a Treasurer and, at the discretion of the Board of Directors, a Chairman and
   one or more Vice Presidents.  The Board of Directors may also appoint one or
   more Assistant Secretaries, one or more Assistant Treasurers and such other
   officers as the Board of Directors may deem advisable.  The chief executive
   officer shall be a Director.  One person may hold any two offices except
   that one person shall not hold more than one of the following offices: 
   Chairman, President, Secretary.  All officers shall be elected or appointed
   annually by the Board of Directors.
    
         Sec. 2  The Board of Directors by a two-thirds vote of their number   
   shall have power to and may at any time remove from office any of the       
   persons elected or appointed by them.
    
         Sec. 3  In case of death, removal or resignation of any of the        
   directors of officers of the Company, the remaining directors may supply the
   vacancy thus created until the next election.
    
    
                                    ARTICLE IV                                  

                       Duties of the Chairman and President                     

         Sec. 1  The Chairman, if such office shall be filled by the Board of  
   Directors, shall, when present, preside at all meetings of said Board and of
   the Stockholders.  He shall be an executive officer of the Company, shall be
   the representative of the Board of Directors and, if the Board so  
   determines, shall be the chief executive officer of the Company, and, while 
   chief executive officer, his title shall be Chairman and Chief Executive    
   Officer.  He shall perform such additional duties as may be assigned to him 
   from time to time by said Board.
    
         Sec. 2  The President shall be an executive officer of the Company    
   and, if the Directors so determine or do not fill the office of the         
   Chairman, shall be the chief executive officer of the Company.  If the
   President be not the chief executive officer of the company, he shall      
   perform such duties as shall be assigned to him by the Chairman or by the   
   Board of Directors.
    
                                        -2-                                     

    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 83 of 194
    
    
         Sec. 3  The chief executive officer of the Company shall have direct  
   and active supervision and control of the business and affairs of the       
   Company.
                                     ARTICLE V                                  

                           Duties of the Vice President                         

         Sec. 1  The Vice President or Vice Presidents shall perform such
   duties as may be assigned by the chief executive officer or the Board of
   Directors.
    
                                    ARTICLE VI                                  

                  Duties of the Secretary and Assistant Secretary               

         Sec. 1  The Secretary shall record all the votes of the Corporation   
   and the minutes of its transactions in a book to be kept for that purpose.  
   He shall under the direction of the chief executive officer be present at   
   all meetings of the Board and keep a record of proceedings in a minute      
   book.  He shall notify the stockholders of the annual and any special       
   meetings, and shall notify the members of the Board of Directors of all     
   regular and special meetings of the Board.  He shall have charge of the     
   transfer of stock and the registry of any bonds of the Company and shall    
   keep records thereof in such manner as the Board of Directors shall from    
   time to time direct.  He shall perform all the duties which are customary   
   and incident to the office of Secretary in like companies.
    
         Sec. 2  The Assistant Secretary shall perform the duties of the       
   Secretary in case of the absence or disability of the Secretary. 
    
    
                                    ARTICLE VII                                 

                  Duties of the Treasurer and Assistant Treasurer               

         Sec. 1  The Treasurer and Assistant Treasurer shall give bond for the 
   faithful discharge of their duties in such sum and with such surety or      
   sureties as the Board of Directors may require.  The Treasurer shall keep   
   full and accurate accounts of receipts and disbursements and shall deposit  
   the Company's funds in the name and to the credit of the Company is such    
   depositories as may be determined by the Board of Directors.  He shall       

   disburse the funds of the Company as may be ordered by the Board, taking    
   proper vouchers for such disbursements.
    
                                        -3-                        <PAGE>
   Exhibit 3(i)
   Page 84 of 194
    
    
    
         He shall have charge of the money, notes, bills and checks of the     
   Company, and may accept and endorse the same.  He shall make such reports of
   the receipts and disbursements in such form and detail and at such time as
   the Board may direct.
    
         Sec. 2  The Assistant Treasurer shall perform the duties of the       
   Treasurer in case of the absence or disability of the Treasurer and shall at
   times render such assistance as the Treasurer may require.
    
         Sec. 3  Checks on the funds of the Company, except in payment of      
   dividends, shall be signed by any one of the following:  the Chairman, the  
   President, a Vice President, the Treasurer, and Assistant Treasurer.   
    
                                   ARTICLE VIII                                 

                                    Committees                                  

         Sec. 1  There shall be an Executive Committee consisting of such      
   directors as may be chosen by the Board of Directors.  The Executive        
   Committee shall have charge of all matters which may be referred to it  by  
   the Board of Directors and generally have oversight and authority with      
   regard to all business of the Company when the Board of Directors is not in 
   session.
    
         Sec. 2  There shall be a Finance Committee consisting of such         
   directors as may be chosen by the Board of Directors.  The Finance Committee
   shall have such powers and duties relating to the financial aspects of the
   business of the Company as the Board may designate.
    
         Sec. 3  The Board of Directors may from time to time appoint such     
   other committees with such powers as the Board may determine.
    
         Sec. 4  All committees shall report their actions and recommendations 
   to the Board of Directors at the next ensuing meeting of the Board.  A      
   majority of each committee shall constitute a quorum for the transaction of 
   business.  The Board of Directors shall fix the remuneration of the members 
   of committees.
    
    
                                        -4-                                     

    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 85 of 194
    
    
                                    ARTICLE IX                                  

    
                              Meeting of Stockholders                           
    
         Sec. 1  The annual meeting of the stockholders of the Company for the 
   election of Directors and the transaction of such other business as may     
   properly come before the meeting shall be held in the City of Hartford, on  
   the third Wednesday of March in each year, at such hour as shall be         
   determined by resolution of the Board of Directors, or on such other day    
   thereafter in said month as the Board of Directors, or on such other day 
   thereafter in said notice stating the time and place of holding such meeting
   shall be mailed by the Secretary to each stockholder of record at his last
   known post office address, not less than seven days nor more than fifty days
   before the date of said meeting.
    
         Sec. 2  A special meeting of the stockholders shall be called at any  
   time by the Secretary in conformity with the vote of the Board of Directors,
   or on the written request of a majority of the Directors addressed to the
   chief executive officer of the Company, or on the written request of the
   stockholders holding at least one-tenth of the issued and outstanding
   capital stock of the Company.  A printed notice of special meetings shall be
   given by the Secretary stating the time and place for holding such meeting
   and the object and purpose thereof.  This notice shall be mailed to each
   stockholder of record at his last known post office address not less than
   seven days nor more than fifty days before the date of said meeting.
    
         Sec. 3  At the annual or any special meeting of the stockholders, the 
   stockholders present or represented by proxy shall constitute a quorum for  
   the transaction of business.
    
         Sec. 4  Stockholders may vote at any meeting either in person or by   
   proxy, but all proxies shall be in writing.  Partnerships may sign the firm 
   name and the signature of any member thereof shall be sufficient.           
   Corporations may execute their proxies by the signature of the President,   
   attested by that of the Secretary and the corporate seal of the Company.
    
                                     ARTICLE X                                  

                               Certificates of Stock                            

         Sec. 1  Certificates of stock shall be issued to the stockholders and 
   transfers of them made by the Secretary when required.  The certificates    
   shall be signed by the Chairman, the President or Vice President and by the 
   Secretary or Assistant Secretary, the signature of whom may be facsimiles,  
   countersigned by the Transfer Agent, and sealed  
                                        -5-                                     

    <PAGE>
   Exhibit 3(i)
   Page 86 of 194
    
    
    
   with the common seal of the Corporation or a facsimile thereof.  A Transfer 
   Agent and a registrar of the stock may be appointed by the Board of         
   Directors.  Transfers of stock shall be made upon the books of the Company  
   by the stockholder in person or by attorney duly authorized upon surrender  
   of the certificates.
    
         Sec. 2  The Board of Directors may close the transfer books in its    
   discretion for a period not exceeding ten days preceding any meeting of the 
   stockholders or preceding the day appointed for the payment of a dividend   
   and the Board may in its discretion fix a record date for the determination 
   of stockholders entitled to vote at any meeting or to receive the payment of

   a dividend.
    
                                    ARTICLE XI                                  

                                    Amendments                                  

         Sec. 1  Amendments to the By-Laws may be made at any special or stated
   meeting of the Board of Directors by vote or consent of at least two-thirds 
   of the entire number of directors, provided that no amendment shall be made
   unless the notice of the meeting shall specify the amendment as the purpose
   or one of the purposes of the meeting.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
                                        -6-                                     

    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 87 of 194
    
    
    
                                                                 EXHIBIT II
                        CONNECTICUT NATURAL GAS CORPORATION                     
                                    DIRECTORS                                   
              Franklin S. Atwater            Edgar G. Rhodes
              Norman B. Bertolette           Lester E. Shippoe
              Charles E. Brainard            Wilbur C. Stooble
              Pomeroy Day                    Angelo Tomasso, Jr. 
              William W. Fisher              Robert D. Twohig
              Wilson C. Johnson              Roger Wilkins
              William T. Jebb                Robert H. Willis
              Roger J. Lennon                Charles J. Zimmerman
                                     OFFICERS                                   

   Robert H. Willis............. President and Chief Executive Officer
   Herbert H. Johnson........... Vice President--Engineering and Planning 
   John S. Filbert.............. Vice President--Operations
   Wallace A. MacDonald......... Secretary and Assistant Treasurer
   Albert C. Dudley............. Treasurer
   Victor H. Frauenhofer........ Controller and Assistant Secretary
   Carl Thomson................. Assistant Treasurer and Assistant Secretary
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 88 of 194
    
    
    
                        CONNECTICUT NATURAL GAS CORPORATION                     

                           Certificate Amending Charter                         
                         by Action of Board of Directors                       

                                (Stock Corporation)                             

         I.  The name of the corporation is CONNECTICUT NATURAL GAS            
   CORPORATION. 
         II.  The charter is amended only by the following resolution of the   
   Board of Directors acting alone:
    
              VOTED:  There shall be and hereby is established a series of $100
   Par Serial Preferred Stock; the designation of such series, the        
   authorized number of shares thereof and the terms thereof to be as          
   follows:                                                                
              1.  The Series of $100 Par Serial Preferred Stock established
         hereby shall be designated "$100 Par Serial Preferred Stock, 7.75% 
         Series" (hereinafter referred to as the "7.75% Series") and the        
        authorized number of shares of such series shall be 60,000.             
            
               2.  Dividends on said 7.75% Series shall be at the rate of       
        7.75% of the par value thereof per annum and no more and shall be       
       cumulative from the date of issue thereof.  Said dividends, when         
      declared shall be payable on the first day of January, April, July        
     and October in each year.                                                  
             
               3.  The shares of the 7.75% Series shall be redeemable at the    
         following redemption prices:                                           

                   (a)  if redeemed through the operation of the sinking fund   
             provision for which is hereinafter made, at the redemption         
            price of $100 per share, and:                                       
                      
                   (b)  if redeemed otherwise than through operation of said    
             sinking fund,                                                     

              at $107.75 per share if redeemed on or before July 1, 1977        

              at $105.83 per share if redeemed thereafter and on or before      
             July 1, 1981                                                       
      
              at $103.91 per share if redeemed thereafter and on or before      
             July 1, 1985                                                       
      
              and
              thereafter at $102.00 per share,
     <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 89 of 194
    
    
              plus, in all cases, that portion of the quarterly dividend        
              accrued thereon to the redemption date and all unpaid dividends   
              thereon, if any; provided, however, that prior to July 1, 1979,   
              no such redemption shall be made (other than through operation    
              of said sinking fund) directly or indirectly from the proceeds,   
              or in anticipation, of the sale of preferred stock or the         
              issuance of any indebtedness for money borrowed, having an        
              effective dividend rate or an effective interest cost             
              (calculated in accordance with accepted financial practice) as    
              the case may be, of less than 7.75%.                              
                   
                    4.  The sinking fund for the redemption of the 7.75%        
              Series shall be as follows:                                       
         
                    On July 1, 1970, and on each July 1 thereafter and for so   
              long as any of the 7.75% Series remains outstanding, the          
              Company shall, to the extent of any funds of the Company          
              legally available therefor, redeem 2400 shares (or such lesser    
              number of shares as remain outstanding) of the 7.75% Series;      
              provided, however, that if in any year the company does not       
              redeem such 2400 shares, the deficiency shall be made good on     
              the first succeeding July 1 on which the Company has funds        
              legally available for the redemption of shares pursuant to this   
              sinking fund.               
    
                   5.  No change in the provisions of the 7.75% Series, as set  
              forth herein, shall be made except to the extent and in the       
              manner provided in part V of the terms, limitations and relative  
              rights and preferences of the Company's $100 Par Serial           
              Preferred Stock nor without the consent of the holders of at      
              least two-thirds of the outstanding shares of the 7.75% Series.   
            
            III.  The above resolution was adopted by the Board of Directors  
   acting alone, the Board of Directors being so authorized pursuant to Section
   33-341, Connecticut General Statutes, revision of 1958, as amended.
    
             IV.  The number of affirmative votes required to adopt such      
   resolution was eight (8).
    
              V.  The number of directors' votes in favor of the resolution was
   twelve (12).
    
              Dated at Hartford, Connecticut this 26th day of June, 1969. 
    <PAGE>
   Exhibit 3(i)
   Page 90 of 194
    
    
              We hereby declare, under the penalties of perjury, that the 
    
   statements made in the foregoing certificate are true.
    
    
                                     V. H. Frauenhofer, Vice President
                                     _________________________________
    
    
    
                                     W. A. MacDonald, Secretary
                                     _________________________________
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 91 of 194
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION  
   BY ACTION OF ( ) INCORPORATION ( ) BOARD OF      (X) BOARD OF DIRECTORS
                                      DIRECTORS         AND SHAREHOLDERS
   61-38         
   VOL 24 133
                               STATE OF CONNECTICUT
   SECRETARY OF THE STATE
   30 TRINITY STREET
   HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation                    | DATE
       Connecticut Natural Gas Corporation    |     February 18, 1970
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  
   |X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
   following resolution
    
         RESOLVED:  That the charter of Connecticut Natural Gas Corporation be
   and hereby is amended so as to provide that the authorized capital stock of
   the Company consist of the following:  705,582 shares of common stock having
   a par value of $12.50 per share, of which 685,582 shares are now
   outstanding; 60,000 shares of preferred stock having a par value of $12.50
   per share, known and designated as the "$12.50 Par Preferred Stock", all of
   which are now outstanding; 100,000 shares of preferred stock having a par
   value of $100 per share, known and designated as the Company's "$100 Par
   Serial Preferred Stock: of which 9,400 shares are now outstanding, such
   stock to be on a parity with respect to dividends and liquidation with the
   $12.50 Par Preferred Stock and such stock neither to have nor to be subject
   to any preemptive rights; and that the Board of Directors is authorized to
   issue, from time to time, all such shares of $100 Par Serial Preferred
   Stock, and, to the extent permitted by law, to fix and determine the terms,
   limitations and (except that no amount payable on liquidation shall exceed
   the then applicable call price) relative rights and preferences of such
   stock, including, without limitation, the conditions under which they shall
   be entitled to voting rights and the extent thereof, to divide such shares
   into series and, to the extent permitted by law, to fix and determine the
   variations among series.
    
         [N.B. Since adoption of above, 60,000 additional shares of authorized
         $100 Par Serial Preferred were issued and the then outstanding 9,400
         shares were reduced to 9,100.]
      
   3.  (Omit if 2A is checked)
       (a)     The above resolution merely restates and does not change the
               provisions of the original certificate of Incorporation as
               supplemented and amended to date, except as follows:  (Indicate
               amendments made if any, if none, so indicate)
    
               by increasing the number of common shares by 20,000 shares from
               685,582 to 705,582.
      
       (b)     Other than as indicated in Par. 3(a), there is no discrepancy
               between the provisions of the original Certificate of
               Incorporation as supplemented to date, and the provisions of
               this Certificate Relating the Certificate of Incorporation.
    
   ------------------------------------------------------------------------
   | |4.  (Check, if true)
         The above resolution was adopted by vote of at least two-thirds of the
         incorporators before the organization meeting of the corporation, and
         approved in writing by all subscribers (if any) for shares of the
         corporation, (or if nonstock corporation, by all applicants for
         membership entitled to vote, if any)
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of perjury, that the statements made in the foregoing are true.
   <TABLE>
   <S>                            <C>                                <C>
   ------------------------------------------------------------------------------------- 
   SIGNED                         |SIGNED                            |SIGNED
   -------------------------------------------------------------------------------------           
                           APPROVED
   -------------------------------------------------------------------------------------
   SIGNED                         |SIGNED                            |SIGNED
     /TABLE
<PAGE>
   Exhibit 3(i)
   Page 92 of 194 

   134
   (Omit if 2C is checked.) 
   The above resolution was adopted by the board of directors acting alone,
   there being no shareholders or subscribers.   | | the board of directors
   being so authorized pursuant to Section 33-341, Conn. G.S. as amended
   | | the corporation being a nonstock corporation and having no members 
       and no applicants for membership entitled to vote on such resolution
   <TABLE>
   <S>                                         <C>
   -------------------------------------------------------------------
   5.  The number of affirmative votes         |6. The number of directors' votes
   required to adopt such resolution is:       |   in favor of the resolution was:
   ------------------------------------------------------------------------------------
   </TABLE>
   We hereby declare, under penalties of perjury, that the statements made in
   the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   </TABLE>
   |X| 4. The above resolution was adopted by the board of directors and by
   shareholders.     on February 1, 1969 and  March 27, 1969 respectively.
   number of shares required to be voted as a class
   <TABLE>
   <S>                 <C>                     <C>                 <C>
   ------------------------------------------------------------------------------------
   NUMBER OF SHARES    |TOTAL VOTING POWER     |VOTE REQUIRED FOR  |VOTE FAVORING
   ENTITLED TO VOTE    |                       |ADOPTION           |ADOPTION
   ------------------------------------------------------------------------------------
   </TABLE>
   (If the shares are entitled to vote as a class, indicate the designation
   and number of outstanding shares of each such class, the voting power
   thereof, and the vote of each class for the amendment resolution.
    
   Shares outstanding:  60,000 Preferred and 685,592 Common
   (one vote per share of each class of stock)
   <TABLE>
   <CAPTION>
                     For             Against
                     ---             -------
   <S>            <C>                <C>
   Preferred       43,272                931
   Common         510,084             19,838
    </TABLE>

   We hereby declare under the penalties of perjury that the statements made
   in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   Robert H. Willis, President                 | Robert H. Dixon, Secretary
   /s/ Robert H. Willis                        | /s/ Robert A. Dixon
   ------------------------------------------------------------------------------------
   </TABLE>
   | | 4.  The above resolution was adopted by the board of directors and by
   members
   5.  Vote of members:
   (a) (Use if no members are required to vote as a class.)
   <TABLE>
   <S>                 <C>             <C>                   <C>
   ------------------------------------------------------------------------------------
   NUMBER OF MEMBERS   |TOTAL VOTING   | VOTE REQUIRED FOR   |VOTE FAVORING
   VOTING              |POWER          | ADOPTION            |ADOPTION
   ------------------------------------------------------------------------------------
   </TABLE>

   (b) (If the members of any class are entitled to vote as a class, indicate
   the designation and number of members of each such class, the voting power
   thereof, and the vote of each such class for the amendment resolution.)
    
   We hereby declare under the penalties of perjury, that the statements made
   in the foregoing certificate are true.
   TABLE
<PAGE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>         <C>  <C>              <C>
   FILED                                 Filing Fee |Tax  Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 20        200   $ 2               $227    
   FEB 27 1970 2:30P.M.
   Ella T. Grasso
   SECRETARY OF THE STATE
   /TABLE
<PAGE>
                                                             Exhibit 3(i) 
                                                             Page 93 of 194
     
   Vol 24  149
    
         CERTIFICATE Amending Certificate of Incorporation
    
              by action of Board of Directors and Shareholders
                   (Stock Corporation) 
                                                         For office use only
                               STATE OF CONNECTICUT      -------------------
                                                         Account No.
                              SECRETARY OF THE STATE                           
                                                         Initials
                                                         -------------------
         1.    Name of Corporation                                             
     
              CONNECTICUT NATURAL GAS CORPORATION      April 16, 1970
    
         2.   (A) The Certificate of Incorporation is amended only by the      
              following resolutions:                                           
    
                   RESOLVED:  That the charter of Connecticut Natural Gas      
              Corporation be and hereby is amended so as to provide that the   
              authorized capital stock of the Company consist of the           
              following:  2,705,582 shares of common stock having a par value  
              of $12.50 per share, of which 685,582 shares are now             
              outstanding; 60,000 shares of preferred stock having a par value 
              of $12.50 per share, known as the "$12.50 Par Preferred Stock",  
              all of which are now outstanding; 100,000 shares of preferred    
              stock having a par value of $100 per share, known and designated 
              as the Company's "$100 Par Serial Preferred Stock" of which      
              69,100 shares are now outstanding, such stock to be on a parity  
              with respect to dividends and liquidation with the $12.50 Par    
              Preferred Stock and such stock neither to have nor to be subject 
              to any preemptive rights; and that the Board of Directors is     
              authorized to issue, from time to time, all such shares of $100  
              Par Serial Preferred Stock, and, to the extent permitted by law, 
              to fix and determine the terms, limitation and (except that no   
              amount payable on liquidation shall exceed the then applicable   
              call price) relative rights and preferences of such stock,       
              including, without limitation the conditions under which they    
              shall be entitled to voting rights and the extent thereof, to    
              divide such shares into series and, to the extent permitted by   
              law, to fix and determine the variations among series.           
               
                    RESOLVED:  That the charter of Connecticut Natural Gas     
              Corporation be and hereby is amended so as to provide that the   
              holders of any capital stock of the Company shall have no        
              preemptive right to subscribe to any future issue of any shares  
              of capital stock of the Company, now or hereafter authorized, or 
              of any security convertible into any shares of such capital      
              stock.                                                           
    
    <PAGE>
   Exhibit 3(i)
   Page 94 of 194
    
    
         150
    
                   RESOLVED:  That the charter of Connecticut Natural Gas      
              Corporation be and hereby is amended by amending 2 of V of the   
              "terms, limitations and relative rights and preferences of the   
              Company's $100 Par Serial Preferred Stock", by substituting the  
              words and figures seventy-five per cent. (75%) for the words and 
              figures seventy per cent.  (70%) so that the same shall read:    
    
                        "2.  immediately after the issuance of such shares the 
                   aggregate of (i) the par value of the Company's $100 Par    
                   Serial Preferred Stock, $12.50 Par Preferred Stock and any  
                   other stock ranking on a parity with or having priority     
                   over the $100 Par Serial Preferred Stock in respect of
                   dividends or payments in liquidation and (ii) the principal 
                   amount of all long-term indebtedness, is not more than      
                   seventy-five per cent.  (75%) of the aggregate of (a) the   
                   principal amount of all long-term indebtedness, (b) the par 
                   value of, or stated capital represented by, the Company's   
                   outstanding capital stock of all classes and (c) the amount 
                   of the Company's surplus (both capital and earned) as then  
                   stated on the Company's books."                             
          
          3.   Not applicable.
    
          4.   The above resolutions were adopted by the board of directors    
               and by the shareholders on March 23, 1970.                      
        
          5.   Vote of shareholders:                                           
     
              (a)  Not applicable.
    
              (b)  Designation, number of outstanding shares of such class,    
              voting power thereof, and vote of each class for each amendment  
              resolution:                                                      
    
              As to first resolution:
    
                   Shares outstanding:  60,000 $12.50 Par Preferred Stock;     
                   685,582 Common Stock (one vote per share of each class of   
                   stock):                                                   
   <TABLE>
   <CAPTION>
                   <S>                             <C>            <C>          
                                                     For          Against 
                                                     ---          ------- 
                   $12.50 Par Preferred Stock       45,626          1,694 
                   Common Stock                    487,238         17,195 
    </TABLE>
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 95 of 194
    
    
         151
    
              As to the second resolution:
    
                   Shares outstanding:  60,000 $12.50 Par Preferred Stock;     
                   685,582 Common Stock (one vote per share of each class of   
                   stock):                                                     
   <TABLE>
   <CAPTION>
                   <S>                            <C>             <C>
                                                     For          Against 
                                                     ---          ------- 
                   $12.50 Par Preferred Stock       40,405          5,915 
                   Common Stock                    467,052         36,548 
    </TABLE>
              As to the third resolution:
    
          Shares outstanding:  69,100 $12.50 $100 Par Serial Preferred Stock;
   60,000 $12.50 Par Preferred Stock; 685,582 Common Stock (one vote per share
   of each class of stock):                       
   <TABLE>         
   <CAPTION>
                   <S>                             <C>           <C> 
                                                     For          Against 
                                                     ---          ------- 
                   $100 Par Serial Preferred Stock  62,600             0   
                   $12.50 Par Preferred Stock       45,924          1,396 
                   Common Stock                    483,072         21,384 
    </TABLE>
    
         We hereby declare, under the penalties of perjury, that the
   statements made in the foregoing certificate are true. 
    
         Robert H. Willis, President         Robert A. Dixon, Secretary
    
         ---------------------------         --------------------------   
                         President           Secretary
    
   Filed State of Connecticut April 20, 1970 3:15 p.m.
    
    <PAGE>
   Exhibit 3(i)
   Page 96 of 194
   <TABLE>
   <CAPTION>
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION  
   <S>          <C>               <C>               <C>  
   BY ACTION OF ( ) INCORPORATION ( ) BOARD OF      (X) BOARD OF DIRECTORS
                                      DIRECTORS         AND SHAREHOLDERS
                                  (Stock Corporation)  (Non-Stock Corporation)
   </TABLE>
   61-38         
   VOL 24 635
                               STATE OF CONNECTICUT
   SECRETARY OF THE STATE
   30 TRINITY STREET
   HARTFORD, CT 06106 
   <TABLE>
   <S>                                        <C>
   ---------------------------------------------------------------------------
   1.  Name of Corporation                    | DATE
       Connecticut Natural Gas Corporation    |     April 7, 1972
   ---------------------------------------------------------------------------
    </TABLE>

   2.  The Certificate of Incorporation is:  
   <TABLE>
   <S>                 <C>                         <C>
   |X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
   following resolution
   </TABLE>  
         RESOLVED:  That the charter of the Connecticut Natural Gas
   Corporation be and hereby is amended so as to provide that the authorized
   capital stock of the Company consist of the following:  2,705,582 shares of
   common stock having a par value of $12.50 per share, of which 685,782
   shares are now outstanding; 60,000 shares of preferred stock having a par
   value of $12.50 per share, known as the "$12.50 Par Preferred Stock", all
   of which are now outstanding; 400,000 shares of preferred stock having a
   par value of $100 per share, known and designated as the Company's "$100
   Par Serial Preferred Stock" of which 63,700 shares are now outstanding,
   such stock to be on a parity with respect to dividends and liquidation with
   the $12.50 Par Preferred Stock and such stock neither to have nor to be
   subject to any preemptive rights; and that the Board of Directors is
   authorized to issue, from time to time, all such shares of $100 Par Serial
   Preferred Stock, and, to the extent permitted by law, to fix and determine
   the terms, limitations and (except that no amount payable on liquidation
   shall exceed the then applicable call price) relative rights and
   preferences of such stock, including, without limitation, the conditions
   under which they shall be entitled to voting rights and the extent thereof,
   to divide such shares into series and, to the extent permitted by law, to
   fix and determine the variations among series.
    
   3.  (Omit if 2A is checked)
       (a)     The above resolution merely restates and does not change the
               provisions of the original certificate of Incorporation as
               supplemented and amended to date, except as follows:  (Indicate
               amendments made if any, if none, so indicate)
    
               by increasing the number of shares of $100 Par Preferred Stock
               by  300,000 shares from 100,000 to 400,000.
    
       (b)     Other than as indicated in Par. 3(a), there is no discrepancy
               between the provisions of the original Certificate of
               Incorporation as supplemented to date, and the provisions of
               this Certificate Relating to the Certificate of Incorporation.
    
   ---------------------------------------------------------------------------
   | |4.  (Check, if true)
         The above resolution was adopted by vote of at least two-thirds of
         the incorporators before the organization meeting of the corporation,
         and approved in writing by all subscribers (if any) for shares of the
         corporation, (or if nonstock corporation, by all applicants for
         membership entitled to vote, if any)
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of perjury, that the statements made in the foregoing are true.
   <TABLE>
   <S>                             <C>                                <C> 
   -------------------------------------------------------------------------------------
    SIGNED                         |SIGNED                            |SIGNED
   -------------------------------------------------------------------------------------           
                           APPROVED
   -------------------------------------------------------------------------------------<PAGE>
    SIGNED                         |SIGNED                            |SIGNED
    
    /TABLE
<PAGE>
                                                             Exhibit 3(i) 
                                                             Page 97 of 194
    (Omit if 2C is checked.) 
   The above resolution was adopted by the board of directors acting alone,
   there being no shareholders or subscribers.   | | the board of directors
   being so authorized pursuant to Section 33-341, Conn. G.S. as amended
   | | the corporation being a nonstock corporation and having no members
       and no applicants for membership entitled to vote on such resolution
   <TABLE>
   <S>                                         <C>
   ---------------------------------------------------------------------------
   5.  The number of affirmative votes         |6. The number of directors' votes
   required to adopt such resolution is:       |   in favor of the resolution was:
   ------------------------------------------------------------------------------------
   </TABLE>
   We hereby declare, under penalties of perjury, that the statements made in
   the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   </TABLE>
   |X| 4. The above resolution was adopted by the board of directors and by
   shareholders. on February 28, 1972    March 23, 1972 respectively.
   number of shares required to be voted as a class
   <TABLE>
   <S>                 <C>                     <C>                 <C>
   ------------------------------------------------------------------------------------
   NUMBER OF SHARES    |TOTAL VOTING POWER     |VOTE REQUIRED FOR  |VOTE FAVORING
   ENTITLED TO VOTE    |                       |ADOPTION           |ADOPTION
   ------------------------------------------------------------------------------------
   </TABLE>
   (If the shares are entitled to vote as a class, indicate the designation
   and number of outstanding shares of each such class, the voting power
   thereof, and the vote of each class for the amendment resolution.
    
   <TABLE>
   <S>                           <C>                    <C>               <C>
   Class                         Shares Outstanding     Voting Power      favoring
   -----                         -----------------      -----------       Adoption
   Common                           685,782              685,782          484,919
   $12.50 Par Preferred Stock        60,000               60,000           45,725
   $100 Par Serial Preferred Stock   63,700               63,700           47,300
   </TABLE>
     
   We hereby declare under the penalties of perjury that the statements made
   in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   Robert H. Willis, President                 | Robert A. Dixon, Secretary
   /s/ Robert H. Willis                        | /s/ Robert A. Dixon
   ------------------------------------------------------------------------------------
   </TABLE>
   | | 4.  The above resolution was adopted by the board of directors and by
   members
   5.  Vote of members:
   (a) (Use if no members are required to vote as a class.)
   <TABLE>
   <S>                 <C>             <C>                   <C>
   ------------------------------------------------------------------------------------
   NUMBER OF MEMBERS   |TOTAL VOTING   | VOTE REQUIRED FOR   |VOTE FAVORING
   VOTING              |POWER          | ADOPTION            |ADOPTION
   ------------------------------------------------------------------------------------
   </TABLE>
   (b) (If the members of any class are entitled to vote as a class, indicate
   the designation and number of members of each such class, the voting power
   thereof, and the vote of each such class for the amendment resolution.)
    
   We hereby declare under the penalties of perjury, that the statements made
   in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY<PAGE>
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>         <C>  <C>              <C>
   FILED                                 Filing Fee  Tax  Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 20        750   $                 $770    
   </TABLE>
   <TABLE>
   <S>                                   <C>
   APR 18 1972 2:15P.M.                  Certified Copy
   ______________                        5-15-72
   SECRETARY OF THE STATE                TO:  Robinson, Robinson and Cole 
                                         799 Main St., Hartford 06103  Mrs. Betty Pacey
   </TABLE> <PAGE>
   Exhibit 3(i)
   Page 98 of 194
    
   Vol 25  73
                        CONNECTICUT NATURAL GAS CORPORATION                    
    
                           Certificate Amending Charter                        

                          by Action of Board of Directors                      
    
    
                                (Stock Corporation)                            
    
         I.  The name of the corporation is CONNECTICUT NATURAL GAS            
   CORPORATION.
    
         II.  The charter is amended only by the following resolution of the   
   Board of Directors acting alone:
    
              VOTED:  There shall be and hereby is established a series of     
         $100 Par Serial Preferred Stock; the designation of such series, the  
         authorized number of shares thereof and the terms thereof to be as    
         follows:                                                              
              1.  The Series of $100 Par Serial Preferred Stock established    
         hereby shall be designated "$100 Par Serial Preferred Stock, 8.25%    
         Series" (hereinafter referred to as the "8.25% Series") and the       
         authorized number of shares of such series shall be 55,000.           
              2.  Dividends on said 8.25% Series shall be at the rate of 8.25% 
         of the par value thereof per annum and no more shall be cumulative    
         from the date of issue thereof.  Said dividends, when declared, shall 
         be payable on the first day of February, May, August and November in  
         each year.                                                            
              3.  The shares of the 8.25% Series shall be redeemable at the    
         following redemption prices:                                          
              (a)  if redeemed through the operation of the sinking fund   
              provision for which is hereinafter made, at the redemption price 
              of $100 per share, and                                           
               (b)  if redeemed otherwise than through operation of said       
              sinking fund, 
                                                                               
            at $108.25 per share if redeemed on or before August 1, 1976;  
            at $105.75 per share if redeemed thereafter and on or before   
              August 1, 1979;
            at $103.25 per share if redeemed thereafter and on or before   
              August 1, 1982; 
                and thereafter at $101.00 per share.
    
              plus, in all cases, that portion of the quarterly dividend       
              accrued thereon to the redemption date and all unpaid dividends  
              thereon, if any; provided, however, that prior to August 1,      
              1981, no such redemption shall be made (other than through       
              operation of said sinking fund) directly or indirectly from the  
              proceeds, or in anticipation, of the sale of preferred stock or  
              the issuance of any indebtedness for money borrowed, having an   
                
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 99 of 194
    
    
        74
               effective dividend rate or an effective interest cost
               (calculated in accordance with accepted financial practices) as
               the case may be, of less than 8.25% and that, in the event a
               redemption be made on or after August 1, 1981 but prior to
               August 1, 1983 by means of such a refunding (at a lower
               dividend rate or interest cost), the redemption price shall be
               $108.50 per share.           
    
              4.  The sinking fund for the redemption of the 8.25% Series
   shall be as follows:                                                        
    
               On August 1 in each of the years 1974-1987, both inclusive, the 
   Company shall, to the extent of any funds of the Company legallyavailable
   therefor, redeem 3,437 of such shares (or such lesser number of shares as
   remain outstanding) and, on August 1, 1988 (to the extent of such funds
   legally available therefor), redeem the balance (if any) of such shares;
   provided, however, that, if in any year the Company does not redeem the
   shares required to be redeemed as above provided, the deficiency shall be
   made good on the first succeeding August 1 on which the Company has funds
   legally available for the redemption of shares pursuant to this sinking
   fund.                                  
    
              5.  No change in the provision of the 8.25% Series, as set forth 
   herein, shall be made except to the extend and in the manner provided  
   in part V of the terms, limitations and relative rights and preferences of
   the Company's $100 Par Serial Preferred Stock nor without the consent of
   the holders of at least two-thirds of the outstanding shares of the 8.25%
   Series.                                
    
         III.  The above resolution was adopted by the Board of Directors      
   acting alone, the Board of Directors being so authorized pursuant to
   Section 33-341, Connecticut General Statutes, revision of 1958, as amended.
    
         IV.  The number of affirmative votes required to adopt such
   resolution was seven (7).
    
         V.  The number of directors' votes in favor of the resolution was ten 
   (10).
     
        Dated at Hartford, Connecticut this 23 day of July, 1973.  
         We hereby declare, under the penalties of perjury, that the
   statements 
   made in the foregoing certificate are true.
    
   Filed State of Connecticut                   Robert H. Willis
       July 24, 1973 2:10 p.m.                            President
   Secretary of State                           R. A. Dixon
                                                          Secretary
                                        -2-                                    
    <PAGE>
   Exhibit 3(i)
   Page 100 of 194
    
    
   Vol 25  363
                               CERTIFICATE OF MERGER                           
                                        OF                                     
                             THE GREENWICH GAS COMPANY                         
                                   WITH AND INTO                               
                        CONNECTICUT NATURAL GAS CORPORATION                    
    
         1.  The name of the surviving corporation is
    
              THE CONNECTICUT NATURAL GAS CORPORATION
    
         2.  The Plan of Merger is as follows:
    
                                     ARTICLE I                                 
    
                            Parties and Effective Date                         
    
         (a)  The Greenwich Gas Company, a Connecticut corporation,            
   ("Greenwich") shall be merged with and into Connecticut Natural Gas         
   Corporation, a Connecticut corporation ("CNG" or the "Surviving             
   Corporation"), both such corporations being sometimes referred to as the    
   "Constituent Corporations", in accordance with the applicable statutes of   
   the State of Connecticut.
    
         (b)  The effective date and hour of the statutory merger described    
   herein (the "Effective Date") shall be the day and the hour on which a      
   Certificate of Merger under Sections 33-367 and 33-285 of the Connecticut   
   Stock Corporation Act shall be filed in the office of the Secretary of the  
   State of Connecticut in accordance with the terms and conditions of the     
   Agreement and Plan of Merger between CNG and Greenwich.
    
                                    ARTICLE II                                 
    
                                 Effect of Merger                              
    
         Upon the Effective Date, the separate existence of Greenwich shall    
   cease and Greenwich shall be merged with and into the Surviving             
   Corporation.  The Surviving Corporation shall, from and after the Effective 
   Date, possess all the rights, privileges, immunities and franchises of      
    
   whatsoever nature and description of a public as well as of a private       
   nature, and be subject to all the restrictions, disabilities and duties of  
   each of the Constituent Corporations; and all property, real, personal and  
   mixed, and all debts due to either of the Constituent Corporations on       
   whatever account, and all and
    <PAGE>
                                                             Exhibit 3(i)
                                                             Page 101 of 194
    
    
        364
    
   every other interest of or belonging to or due to each of the Constituent   
   Corporations, and every devise or bequest which either of the Constituent   
   Corporations would have been capable of taking shall be vested in the       
   Surviving Corporation without further act or deed; and all property,
   rights, privileges, immunities and franchises, and all and every other
   interest shall be thereafter as effectually the property of the Surviving
   Corporation as they were of the respective Constituent Corporations; and   
   the title to any real estate vested by deed or otherwise, in any of the     
   Constituent Corporations, shall not revert or be in any way impaired by     
   reason of such merger.  All rights of creditors and all liens upon the      
   property of the Constituent Corporations shall be preserved and unimpaired, 
   and the respective Constituent Corporations may be deemed to continue in    
   existence in order to preserve the same, and all debts, liabilities and     
   duties of the Constituent Corporations shall thenceforth attach to the      
   Surviving Corporation, and may be enforced against it to the same extent as 
   if said debts, liabilities and duties had been incurred or contracted by    
   it.  Any existing claim or action or proceeding, whether civil, criminal or 
   administrative, pending or by or against either Constituent Corporation may 
   be prosecuted to judgment or decree as if such merger had not taken place,  
   or the Surviving Corporation may be substituted in such action or           
   proceeding.
    
                                    ARTICLE III                                
    
                               Charter and Bylaws                              
         (a)  The Charter of CNG in effect immediately prior to the Effective  
   Date, amended to effectuate this Plan of Merger, shall be the Charter of
   the Surviving Corporation.
    
         (b)  The Bylaws of CNG in effect immediately prior to the Effective   
   Date shall be the Bylaws of the Surviving Corporation.
    
                                    ARTICLE IV                                 
    
                               Conversion of Shares                            
    
         (a)  COMMON STOCK OF GREENWICH.  Each share of common stock of        
   Greenwich which is issued and outstanding on the Effective Date (other than 
   shares of Greenwich common stock then owned by shareholders who have duly   
   given objections to the merger and demands for purchase in accordance with  
   the provisions of Section 33-374 of the Stock Corporation Act of the State  
   of Connecticut and with respect to which such demands shall not have been
   withdrawn 
                                        -2-                                    
    
    <PAGE>
   Exhibit 3(i)
   Page 102 of 194
    
    
        365
    
   with the consent of Greenwich and CNG, such shares being hereinafter
   referred to in this paragraph as "Dissenting Shares") shall, by virtue of
   the merger, and without any action on the part of the holder thereof, be
   converted into two-thirds (2/3) of a share of common stock, par value
   $12.50, of CNG.  As promptly as practicable after the Effective Date, each
   holder of an outstanding certificate or certificates theretofore
   representing shares of Greenwich common stock (other than certificates
   representing Dissenting Shares) shall surrender the same to Hartford
   National Bank and Trust Company as Transfer Agent of CNG.  Such holder
   shall be entitled on such surrender to receive in exchange therefor a
   certificate or certificates representing the number of full shares of CNG
   common stock into which the shares of Greenwich common stock theretofore
   represented by the certificate or certificates so surrendered shall have
   been converted as aforesaid.  Fractional shares of CNG common stock shall
   not be issued; but in lieu thereof, CNG shall pay for each share of
   Greenwich common stock which is not convertible into whole shares of CNG
   common stock an amount equal to two-thirds (2/3) of the mean between the
   last preceding published high and low bid prices of CNG's common stock in
   the over-the-counter market on or before the date of mailing the notice and
   proxy statement for the Greenwich shareholders' meeting to approve this
   Agreement, such prices to be those obtained from National Quotation Bureau,
   Inc., representing inter-dealer quotations which do not include retail
   mark-up, mark-down or commissions.
    
         Until so surrendered, each outstanding certificate which, prior to
   the Effective Date, represented Greenwich common stock (other than
   certificates representing Dissenting Shares) shall be deemed for all
   purposes, other than the payment of dividends or other distributions, to
   evidence ownership of the whole number of shares of CNG common stock into
   which the shares of Greenwich common stock (which, prior to the Effective
   Date, were represented thereby) have been so converted; and no dividend or
   other distribution, if any, payable to holders of record of the shares of
   CNG common stock as of any date subsequent to the Effective Date shall be
   paid to the holders of outstanding certificates theretofore representing
   shares of Greenwich common stock; provided, however, that, upon surrender
   and exchange of such outstanding certificates (other than certificates
   representing Dissenting Shares) theretofore representing shares of
   Greenwich common stock, there shall be paid to the record holders of the
   certificates issued in exchange therefore the amount, without interest
   thereon, of dividends and other distributions, if any, which would have
   theretofore become payable with respect to the shares of CNG common stock
   represented thereby.
    
                                        -3-                                    
    
    <PAGE>
                                                              Exhibit 3(i) 
                                                             Page 103 of 194
    
    
    
        366
         (b)  GREENWICH 6% CUMULATIVE PREFERRED STOCK.  Each share of issued   
   and outstanding Greenwich 6% Cumulative Prior Preferred Stock $25 par
   value, shall be exchanged for one-fourth (1/4) of a share of CNG $100 Par
   Serial Preferred Stock, 6% Series A, with cumulative dividends at 6% of the
   par value thereof per annum, having the terms, limitations and relative
   rights and preferences as set forth in the Charter of CNG, as amended to
   authorize the issuance of such shares.
    
         (c)  GREENWICH 6 1/4% CUMULATIVE PRIOR PREFERRED STOCK.  Each share
   of issued and outstanding Greenwich 6 1/4% Cumulative Prior Preferred
   Stock, $25 par value, shall be exchanged for one-fourth (1/4) of a share of
   CNG $100 Par Serial Preferred Stock, 6.25% Series, with cumulative
   dividends at 6.25% of the par value thereof per annum, having the terms,
   limitations and relative rights and preferences as set forth in the Charter
   of CNG, as amended to authorize the issuance of such shares.
    
         (d)  GREENWICH $1.50 PREFERRED SHARES.  Each share of Greenwich $1.50 
   Preferred Shares no par value, 6% Series, issued and outstanding on the     
   Effective Date (other than shares of such stock then owned by shareholders  
   who have duly given objections to the merger and demands for purchase in    
   accordance with the provisions of Section 33-374 of the Stock Corporation   
   Act of the State of Connecticut and with respect to which such demands
   shall not have been withdrawn with the consent of Greenwich and CNG, such
   shares being hereinafter referred to in this paragraph (d) as "Dissenting
   Shares") shall, by virtue of the merger and without any action on the part
   of the holder thereof, be converted into one-quarter (1/4) share of CNG
   $100 Par Serial Preferred Stock, 6% Series B, with cumulative dividends at
   6% of the par value thereof per annum, having the terms, limitations and
   relative rights and preferences as set forth in the Charter of CNG, as
   amended to authorize the issuance of such shares.  Fractional shares of CNG
   $100 Par Serial Preferred Stock 6%, Series B shall not be issued; but, in
   lieu thereof, CNG shall pay for each share of Greenwich $1.50 Preferred
   Shares which is not convertible into whole shares of CNG $100 Par Serial
   Preferred Stock 6%, Series B, an amount equal to the mean between the last
   preceding published high and low bid prices of Greenwich $1.50 Preferred
   Shares in the over-the-counter market on or before the date of mailing the
   notice and proxy statement for the Greenwich Shareholders Meeting to
   approve this Agreement, such prices to be those obtained from National
   Quotation Bureau, Inc. representing inter-dealer quotations which do not
   include retail markup, markdown, or commissions.
    
         Until so surrendered, each outstanding certificate which, prior to
   the Effective Date, represented Greenwich $1.50 Preferred  
    
                                        -4-                                    
    
    <PAGE>
   Exhibit 3(i)
   Page 104 of 194
    
        367
   Shares (other than certificates representing Dissenting Shares) shall be    
   deemed for all purposes, other than the payment of dividends or other       
   distributions to evidence ownership of the whole number of shares of CNG    
   $100 Par Serial Preferred Stock, 6% Series B, into which the shares of      
   Greenwich $1.50 Preferred Shares (which, prior to the Effective Date, were  
   represented thereby) have been so converted; and no dividend or other       
   distribution, if any, payable to the holders of record of the shares of CNG 
   $100 Par Serial Preferred Stock 6% Series B, as of any date subsequent to   
   the Effective Date shall be paid to the holders of outstanding certificates 
   theretofore representing shares of Greenwich $1.50 Preferred Shares;        
   provided however, that upon surrender and exchange of such outstanding      
   certificates (other than certificates representing Dissenting Shares)       
   theretofore representing shares of Greenwich $1.50 Preferred Shares, there  
   shall be paid to the record holders of the certificates issued in exchange  
   therefor the amount, without interest thereon, of dividends and other       
   distributions, if any, which would have theretofore become payable with     
   respect to the shares of CNG $100 Par Serial Preferred Stock 6% Series B    
   represented thereby.
    
         (e)  CNG COMMON AND PREFERRED SHARES.  Each share of CNG common and   
   preferred stock issued and outstanding on the Effective Date shall continue 
   without change as a like share of stock in the Surviving Corporation.   
    
                                     ARTICLE V                                 
                          Board of Directors and Officers                      
                          -------------------------------                      
    
         (a)  Initially, and until the election and qualification of their     
   respective successors, the members of the Board of Directors of the         
   Surviving Corporation shall be as follows:  Franklin S. Atwater, Dr. Arthur 
   C. Banks, Jr., James F. English, Jr., William W. Fisher, Dr. Dorothy C.     
   Goodwin, Roger J. Larson, Denis F. Mullane, Dr. Eli Shapiro, Everett Smith, 
   Jr., Angelo Tomasso, Jr., Bruce N. Torell, Robert D. Twohig, Roger C.       
   Wilkins, Robert H. Willis, Richard A. Winslow.
    
         (b)  The officers of the Surviving Corporation shall be the officers  
   of CNG immediately prior to the Effective Date, together with Richard A.    
   Winslow as Senior Vice President and John P. Brennan as Vice President.
    
                                    ARTICLE VI                                 
                             Approval of Shareholders                          
    
         There shall be required for the approval of the merger described      
   herein the affirmative vote of the holders of a majority of CNG common
   stock and CNG $12.50 Par Preferred Stock, voting as one class, issued and   
   outstanding upon the date of record for voting upon such merger at the      
   special meeting of such classes to be called pursuant to said Agreement and 
   Plan of Merger.  The approval of such merger by shareholders of Greenwich  
    
                                        -5-                                    
     <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 105 of 194
    
    
         368
    
   shall require the affirmative vote of the holders of at least two-thirds    
   (2/3) of the issued and outstanding shares of each class of capital stock
   of Greenwich as of the record date of the special meeting thereof called
   pursuant to such Agreement.
    
         3.  The Plan of Merger was approved by resolution of the Board of     
   Directors of The Greenwich Gas Company and has been approved and adopted by 
   votes representing more than two-thirds of the issued and outstanding
   shares of each class of its capital stock.  The shareholder vote was as
   follows:

   <TABLE>
   <S>             <C>              <C>           <C>              <C>
   Shares of       Shares           Shares        Shares           Shares 
   Common Stock    Required to      Voted On      Voted in         Voted  
   Outstanding     Adopt Plan       Plan          Favor of Plan    Against Plan
   ------------    -----------      --------      -------------    ------------
      250,536        166,857        193,298          191,745         1,553 
    
   Shares of 6%
   Cumulative 
   Prior Preferred Shares           Shares        Shares           Shares 
   Stock           Required to      Voted On      Voted in         Voted  
   Outstanding      Adopt Plan       Plan          Favor of Plan    Against Plan
   ------------    -----------      --------      -------------    ------------
      12,000          7,922         12,000           12,000          0
    
   Shares of 6 1/4%
   Cumulative 
   Prior Preferred  Shares          Shares        Shares           Shares 
   Stock           Required to      Voted On      Voted in         Voted  
   Outstanding      Adopt Plan       Plan          Favor of Plan    Against Plan
   ------------    -----------      --------      -------------    ------------
      16,400         10,922         16,400           16,400          0
    
    
   Shares of $1.50 Shares           Shares        Shares           Shares 
   Preferred Stock Required to      Voted On      Voted in         Voted  
   Outstanding      Adopt Plan       Plan          Favor of Plan    Against Plan
   ------------    -----------      --------      -------------    ------------
      26,553         17,684         22,607           19,432          3,175
    
   </TABLE> 
    
    
    
                                        -6-                                    

     
    <PAGE>
   Exhibit 3(i)
   Page 106 of 194
    
    
        369
         4.  The Plan of Merger was approved by resolution of the Board of     
   Directors of Connecticut Natural Gas Corporation and has been approved and  
   adopted by votes representing a majority of the issued and outstanding      
   shares of its Common Stock and $12.50 Par Preferred Stock, voting as one    
   class.  The shareholder vote was as follows:

   <TABLE>
    <S>            <C>            <C>             <C>              <C>
   Shares of Common
   and $12.50 
   Par Preferred   Shares           Shares        Shares           Shares 
   Stock           Required to      Voted On      Voted in         Voted  
   Outstanding      Adopt Plan       Plan          Favor of Plan    Against Plan
   ------------    -----------      --------      -------------    ------------
      746,177        373,089      464,183.913      451,982.921      12,200.992
    </TABLE>
    
         Dated at Hartford, Connecticut, this 30th day of August, 1974.
    
         We hereby declare under the penalties of false statement, that the    
   statements made in the forgoing certificate, insofar as they pertain to The 
   Greenwich Gas Company, are true.
    
                                            THE GREENWICH GAS COMPANY
    
    
                                            By________________________________
                                               Richard A. Winslow, President
    
    
    
                                              ________________________________
                                               Frank J. Coyle, Secretary  
    
         We hereby declare, under the penalties of false statement, that the   
   statements made in the foregoing certificate, insofar as they pertain to    
   Connecticut Natural Gas Corporation, are true.
    
                                           CONNECTICUT NATURAL GAS CORPORATION
    
    
                                           By ________________________________
                                               V. Frauenhofer
                                               Senior Vice President
    
    
                                               _______________________________
                                               Carl Thomsen
                                               Assistant Secretary
    FILED State of Connecticut
    August 30 1974 3:50 p.m.
      <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 107 of 194
    
   VOL 25   377
                        CONNECTICUT NATURAL GAS CORPORATION                    
                           Certificate Amending Charter                        
                          by Action of Board of Directors                      
                                (Stock Corporation)                            
    
         I.  The name of the corporation is CONNECTICUT NATURAL GAS            
   CORPORATION.
    
         II.  The charter is amended only by the following resolutions of the  
   Board of Directors acting alone:
    
              VOTED:  There shall be and hereby is established a series of
   $100 Par Serial Preferred Stock; the designation of such series, the        
   authorized number of shares thereof and the terms thereof to be as     
   follows:                                                               
              1.  The Series of $100 Par Preferred Stock established hereby    
         shall be designated "$100 Par Serial Stock, 6% Series A" (hereinafter 
         referred to as the "6% Series A") and the authorized number of shares 
         of such series shall be 3,000.                                        
              2.  Dividends on said 6% Series A shall be at the rate of 6% of  
         the par value thereof per annum and no more shall be cumulative from  
         the date of issue thereof.  Said dividends, when declared, shall be   
         payable on the first day of January, April, July and October in each  
         year.                                                                 
              3.  The shares of the 6% Series A shall be redeemable at the     
         following redemption prices:                                          
                 (a) if redeemed through the operation of the sinking fund    
              provision for which is hereinafter made, at the redemption price 
              of $100 per share, and                                           
                  (b) if redeemed otherwise than through operation of said     
             sinking fund,                                                     
                   at $102.00 per share if redeemed on or before 
                        December 31, 1974;
                   at $101.50 per share if redeemed thereafter 
                        and on or before December 31, 1975;
                   at $101.00 per share if redeemed thereafter 
                        and on or before December 31, 1976;
                   at $100.50 per share if redeemed thereafter 
                        and on or before December 31, 1977;
                   and thereafter at $100 per share;
    
              plus, in all cases, that portion of the quarterly dividend       
              accrued thereon to the redemption date and all unpaid dividends  
              thereof, if any.                                                 
    
               4.  The sinking fund for the redemption of the 6% Series A
   shall be as follows:                                                        
    
              On October 1 in each of the years 1974-1981, both inclusive, the 
         Company shall, to the extent of any funds of the Company legally      
         available therefor,                                                   
    
     <PAGE>
   Exhibit 3(i)
   Page 108 of 194
    
    
   378
                                        -2-                                    
    
         redeem 375 of such shares (or such lesser number of shares as remain  
         outstanding); provided, however, that, if in any year the Company     
         does not redeem the shares required to be redeemed as above provided, 
         the deficiency shall be made good on the first succeeding October 1   
         on which the Company has funds legally available for the redemption   
         of shares pursuant to this sinking fund.                              
       
         5.  In the case of all redemptions, if less than all of the           
   outstanding shares of the $100 Par Serial Preferred Stock, 6% Series A, are 
   to be called for redemption:
    
              (i) so long as the initial owner of the stock of such series     
              originally issued is a holder of record, a pro rata portion of   
              the shares held by such initial owner (to the nearest full       
              share) shall be called for redemption;                           
          
              (ii) if there are less than twenty (20) holders of record of the 
              shares of such series, a proportionate part of the shares of     
              such series of each holder of record shall be called for         
              redemption;   
    
   provided, however, that such adjustments may be made among the shares to be 
   redeemed as are necessary to avoid fractional parts of shares.
    
         6.  No change in the provisions of the 6% Series A, as set forth      
   herein, shall be made except to the extent and in the manner provided in    
   part V of the terms, limitations and relative rights and preferences of the 
   Company's $100 Par Serial Preferred Stock nor without the consent of the    
   holders of at least two-thirds of the outstanding shares of the 6% Series
   A.
    
         VOTED:  There shall be and hereby is established a series of $100 Par 
   Preferred Stock; the designation of such series, the authorized number of   
   shares thereof and the terms thereof to be as follows:
    
         1.  The Series of $100 Par Serial Preferred Stock established hereby  
   shall be designated "$100 Par Serial Preferred Stock, 6% Series B"          
   (hereinafter referred to as the "6% Series B") and the authorized number of 
   shares of such series shall be 6,638.
    
         2.  Dividends on said 6% Series B shall be at the rate of 6% of the   
   par value thereof per annum and no more shall be cumulative from the date
   of issue therof.  Said dividends, when declared, shall be payable on the
   first day of January, April, July and October in each year.
    
         3.  The shares of the 6% Series B shall be redeemable for all
   purposes at $110 per share plus, in all cases, that portion of the
   quarterly dividend accrued thereon to the redemption date and all unpaid
   dividends thereon, if any.
      <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 109 of 194
    
   379
                                        -3-                                    
    
         4.  No change in the provisions of the 6% Series B, as set forth      
   herein, shall be made except to the extent and in the manner provided in    
   part V of the terms, limitations and relative rights and preferences of the 
   Company's $100 Par Serial Preferred Stock nor without the consent of the    
   holders of at least two-thirds of the outstanding shares of the 6% Series
   B.
          VOTED:  There shall be and hereby is established a series of $100
   Par Preferred Stock; the designation of such series, the authorized number
   of shares thereof and the terms thereof to be as follows:
    
         1.  The Series of $100 Par Serial Preferred Stock established hereby  
   shall be designated $100 Par Serial Preferred Stock, 6.25% Series"          
   (hereinafter referred to as the "6.25% Series") and the authorized number
   of shares of such series shall be 4,100.
    
          2.  Dividends on said 6.25% Series shall be at the rate of 6.25% of  
   the par value thereof per annum and no more shall be cumulative from the    
   date of issue thereof.  Said dividends, when declared, shall be payable on  
   the first day of January, April, July and October in each year.
    
          3.  The shares of the 6.25% Series shall be redeemable at the     
   following redemption prices:                                           
    
                   (a) if redeemed through the operation of the sinking fund   
              provision for which is hereinafter made, at the redemption price 
              of $100 per share, and                                           
    
                   (b) if redeemed otherwise than through operation of said    
              sinking fund,                                                    
    
                   at $105.725 per share if redeemed on or before 
                        December 31, 1974;
                   at $105.200 per share if redeemed thereafter 
                        and on or before December 31, 1975;
                   at $104.725 per share if redeemed thereafter 
                        and on or before December 31, 1976;
                   at $104.150 per share if redeemed thereafter 
                        and on or before December 31, 1977;
                   at $103.625 per share if redeemed thereafter 
                        and on or before December 31, 1978;
                   at $103.100 per share if redeemed thereafter 
                        and on or before December 31, 1979;
                   at $102.575 per share if redeemed thereafter 
                        and on or before December 31, 1980;
                   at $102.050 per share if redeemed thereafter 
                        and on or before December 31, 1981;
                   at $101.525 per share if redeemed thereafter 
                        and on or before December 31, 1982;
                   and thereafter at $101 per share;
    
              plus, in all cases, that portion of the quarterly dividend       
              accrued thereon to the redemption date and all unpaid dividends  
              thereon, if any; provided,                                       
    
     <PAGE>
   Exhibit 3(i)
   Page 110 of 194
    
    
   380
                                        -4-                                    
    
              however, that, if prior to January 1, 1978, any such redemption  
              shall be by the application of funds secured through the         
              issuance of securities (including, without limitation, shares of 
              capital stock of any class or securities, convertible into or    
              evidencing a right to subscribe for or purchase shares of        
              capital stock, or bonds, debentures, notes, or other evidences   
              of indebtedness) or by application of moneys borrowed in         
              anticipation of the issuance of any securities, the redemption   
              price shall be $110.  In all cases of redemption of shares of    
              6.25% Series prior to January 1, 1978, the Board of Directors    
              shall first adopt a resolution stating the sources of moneys to  
              be used by the corporation in effecting the proposed redemption  
              and finding and declaring that such redemption does not violate  
              the foregoing provisions of this paragraph.                      
                                     
         4.  The sinking fund for the redemption of the 6.25% Series shall be  
   as follows:
    
              On January 1 in each year so long as any shares of the 6.25%     
         Series remain outstanding, the Company shall, to the extent of any    
         funds of the Company legally available therefor, prior to 1979 redeem 
         150 and thereafter 250 of such shares (or such lesser number of       
         shares as remain outstanding); provided, however, that, if in any     
         year the Company does not redeem the shares required to be redeemed   
         as above provided, the deficiency shall be made good on the first     
         succeeding January 1 on which the Company has funds legally available 
         for the redemption of shares pursuant to this sinking fund.           
           
          5.  In the case of all redemptions, if less than all of the          
   outstanding shares of the $100 Par Serial Preferred Stock, 6.25% Series,
   are to be called for redemption:
    
         (i) so long as the initial owner of the stock of such series          
         originally issued is a holder of record, a pro rata portion of the    
         shares held by such initial owner (to the nearest full share) shall   
         be called for redemption;                                             
      
         (ii) if there are less than twenty (20) holders of record of the      
         shares of such series, a proportionate part of the shares of such     
         series of each holder of record shall be called for redemption;       
    
   provided, however, that such adjustments may be made among the shares to be 
   redeemed as are necessary to avoid fractional parts of shares.
    
         6.  No change in the provisions of the 6.25% Series, as set forth     
   herein, shall be made except to the extent and in the manner provided in    
   part V of the 
     
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 111 of 194
    
    
   terms, limitations and relative rights and preferences of the Company's
   $100 Par Serial Preferred Stock nor without the consent of the holders of
   at least two-thirds of the outstanding shares of the 6.25% Series.
    
         III.  The above resolutions were adopted by the Board of Directors    
   acting alone at a meeting held May 23, 1974, the Board of Directors being
   so authorized pursuant to Section 23-341, Connecticut General Statutes,     
   revision 1958, as amended.
    
         IV.  The number of affirmative votes required to adopt each such      
   resolution was seven (7).
    
         V.  The number of directors' votes in favor of each such resolution   
   was twelve (12).
    
         Dated at Hartford, Connecticut, this 31, day of July, 1974.
    
         We hereby declare, under the penalties of false statement, that the   
   statements made in the foregoing certificate are true.
    
                                       R.H. Willis
                                       _______________________________________
                                       Chairman and President
    
    
                                       R.A. Dixon
                                       _______________________________________
                                       Secretary
    
   Filed State of Connecticut
   August 30 1974 3:40 p.m. 
    
    <PAGE>
   Exhibit 3(i)
   Page 112 of 194
    
    
                 CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION             
                 BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS              
    
   1.    The name of the corporation is
              CONNECTICUT NATURAL GAS CORPORATION.
    
   2.    The Charter of Connecticut Natural Gas Corporation is amended only by 
         the following resolution:                                             
    
         RESOLVED:  That the Charter of Connecticut Natural Gas Corporation be 
         and hereby is amended so as to provide that the authorized capital    
         stock of the Corporation consists of the following:                   
    
         (a)  5,411,164 shares of common stock having a par value of $6.25 per 
              share.                                                           
    
         (b)  120,000 shares of preferred stock having a par value of $6.25    
              per share, known and designated as the "$6.25 Par Preferred      
              Stock",    
              (i)  said preferred stock to be entitled to receive out of the   
                   net profits of the Corporation cumulative dividends at the  
                   rate of eight percent (8%) per annum, payable in quarterly  
                   installments of two percent (2%) to be paid thereon before  
                   any dividends are payable upon the Common Stock of the      
                   Corporation;                                                
    
               (ii)  said preferred stock in the event of liquidation of the
                    Corporation or distribution of its assets to be preferred
                    as to the entire assets to the amount of $12.50 a share;
                    and
    
    
              (iii)  all shares of common stock and $6.25 Par Preferred Stock  
     
                     shall have equal voting rights.                           
     
    
         (c)   400,000 shares of preferred stock having a par value of $100
               per share, known and designated as the Corporation's "$100 Par
               Serial Preferred Stock",                                        
                        
              (i)  said $100 Par Serial Preferred Stock to be on a parity with 
                   respect to dividends and liquidation with the $6.25 Par     
                   Preferred Stock;                                            
    
             (ii)    the Board of Directors is authorized to issue, from time
                     to time, all such shares of $100 Par Serial Preferred
                     Stock and, to the extent permitted by law, to fix and
                     determine the terms, limitations and (except that no
                     amount payable on liquidation shall exceed the then
                     applicable call price) relative                           
                                               
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 113 of 194
    
    
                     rights and preferences of such stock, including, without
                     limitation, the conditions under which they shall be
                     entitled to voting rights and the extent thereof, to
                     divide such shares into series and, to the extent
                     permitted by law, to fix and determine the variations
                     among series.             
     
   3.    The foregoing charter amendment shall be effective as of 4:30 P.M.,   
               Eastern Standard Time, on January 5, 1978.                      
                
    
              Upon the effectiveness of the foregoing charter amendment, each  
   share of the outstanding common stock of the Corporation of the par value
   of the $12.50 per share shall be divided into two shares of common stock of
   the par value of $6.25 per share, and each share of   $12.50 Par Preferred
   Stock of the Corporation shall be divided into two shares of $6.25 Par
   Preferred Stock.  All outstanding certificates representing shares of
   common stock and $12.50 Par Preferred Stock immediately prior to the
   effectiveness of such amendment, shall continue to represent the same
   number of shares following the effectiveness of such amendment, but, in
   each case, such shares shall be deemed to be of the par value of $6.25 per
   share.  New stock certificates representing additional shares of common
   stock or $6.25 Par Preferred Stock to which shareholders of the Corporation
   shall be entitled by reason of the foregoing charter amendment and
   concurrent stock splits shall be issued and delivered to such holders as
   soon as reasonably possible.                                                
      
    
         4.   The above resolution was adopted by the Board of Directors and
   by shareholders.                                                      
    
         5.   Vote of shareholders:                                            
    
    
              Common Stock and $12.50 Par Preferred Stock, voting as a single  
   class in accordance with the voting rights of such classes contained in the
   charter of the Corporation:  

   <TABLE>
   <S>                  <C>              <C>                <C>               
   Number of Shares     Total Voting     Vote Required      Vote Favoring 
   Entitled to Vote         Power        for Adoption         Adoption
   ----------------     ------------     -------------      ------------- 
       914,197             914,197         609,465             702,009
   </TABLE>
              Common Stock, $12.50 par value, as to matters upon which the     
              holders of Common Stock are entitled to vote as a separate class 
              pursuant to Section 33-361 of the Connecticut General Statutes:  

   <TABLE> 
   <S>                  <C>              <C>                <C>
   Number of Shares     Total Voting     Vote Required      Vote Favoring 
   Entitled to Vote         Power        for Adoption         Adoption
   ----------------     ------------     -------------      ------------- 
       854,197             854,197         569,465             654,232
   </TABLE> 
                                        -2- 
                                           <PAGE>
   Exhibit 3(i)
   Page 114 of 194
    
    
    
         $12.50 Par Preferred Stock, as to matter upon which the holders       
         of $12.50 Par Preferred Stock are entitled to vote as a separate      
         class pursuant to Section 33-361 of the Connecticut General 
         Statutes:                                                         
    
   <TABLE>
   <S>                  <C>              <C>                <C>
   Number of Shares     Total Voting     Vote Required      Vote Favoring 
   Entitled to Vote         Power        for Adoption         Adoption
   ----------------     ------------     -------------      ------------- 
       60,000              60,000           40,000              50,224
    </TABLE>

         Dated at Hartford, Connecticut this 29th day of December, 1977.  
    
         We hereby declare, under the penalties of false statement that the    
   statements made in the foregoing certificate are true.
    

                                            __________________________________
                                            President, Robert H. Willis
    
    
                                           ___________________________________
                                            Assistant Secretary, Carl Thomsen
    
   State of Connecticut    :
                           :    ss. Hartford    December 29, 1977
   County of Hartford      :
    
         Personally appeared ROBERT H. WILLIS and Carl Thomsen, President and  
   Assistant Secretary, respectively, of CONNECTICUT NATURAL GAS CORPORATION,  
   who swore to the truth of the foregoing certificate before them signed,     
   before me.
    
                                           ___________________________________
                                             Notary Public
                                        My Commission Expires March 31, 1981
    
   FILED
   STATE OF CONNECTICUT
   January 4, 1978
   Secretary of State 
    
                                        -3-                                    

    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 115 of 194
    
    
                                      (FORM)                                   

   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            

                              SECRETARY OF THE STATE                           

    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   Pfd.        7.75%    $100             60,000         -          60,000 
   Pfd.     6%, Ser.A   $100              3,000         -           3,000 
   Pfd.     6%, Ser.B   $100              6,638         -           6,638 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   Pfd.        7.75%    $100             26,400         -          26,400 
   Pfd.     6%, Ser.A   $100              2,250         -           2,250 
   Pfd.     6%, Ser.B   $100                587         -             587 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE> 
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   Pfd.        7.75%    $100             33,600         -          33,600 
   Pfd.     6%, Ser.A   $100                750         -             750 
   Pfd.     6%, Ser.B   $100              6,051         -           6,051 
   ----------------------------------------------------------------------------
   </TABLE> 
   Dated at Hartford, Connecticut this 18 day of August, 1980.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                       <C> 
   -----------------------------------------------------------------------------------
   Name of President or Vice President       |  Name of Secretary or Assistant Secretary
   V.H. Frauenhofer, Executive Vice President|  R.A. Dixon, Secretary & Vice President
   ------------------------------------        ---------------------------------
   /s/ V.H. Frauenhofer                        /s/ R.A. Dixon 
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>         <C>  <C>              <C>  
                                         Filing Fee  Tax  Certification Fee| Total Fees
    
                                         Certified Copy
    
                                         TO:  
   </TABLE> <PAGE>
   Exhibit 3(i)
   Page 116 of 194
    
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   Pfd.        6.25%    $100              4,100         -           4,100 
   Pfd.        8.25%    $100             55,000         -          55,000 
   Pfd.        5.75%    $100              9,600         -           9,600 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   Pfd.        6.25%    $100              1,100         -           1,100 
   Pfd.        8.25%    $100             20,622         -          20,622 
   Pfd.        5.75%    $100              3,500         -           3,500 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   Pfd.        6.25%    $100              3,000         -           3,000 
   Pfd.        8.25%    $100             34,378         -          34,378 
   Pfd.        5.75%    $100              6,100         -           6,100 
   ----------------------------------------------------------------------------
   </TABLE> 
   Dated at Hartford, Connecticut this 18 day of August, 1980.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                       <C> 
   -----------------------------------------------------------------------------------
   Name of President or Vice President       |  Name of Secretary or Assistant Secretary
   V.H. Frauenhofer, Executive Vice President|  R.A. Dixon, Secretary & Vice President
   ------------------------------------        ---------------------------------
   /s/ V.H. Frauenhofer                        /s/ R.A. Dixon 
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>         <C>  <C>              <C>
                                         Filing Fee  Tax  Certification Fee| Total Fees
    
                                         Certified Copy
    
                                         TO:  
    /TABLE
<PAGE>
                                                             Exhibit 3(i) 
                                                             Page 117 of 194
    
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>         <C>            <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD       6% Ser. A  $100                750         -             750 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD       6% Ser. A  $100                375         -             375 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD       6% Ser. A  $100                375         -             375 
   ----------------------------------------------------------------------------
   </TABLE>
   Dated at Hartford this 24 day of February, 1981.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                       <C> 
   -----------------------------------------------------------------------------------
   Name of ------------ Vice President       |  Name of ------------ Assistant Secretary
   Robert A. Dixon                           |  Carl Thomsen
   ------------------------------------        ---------------------------------
   /s/ R.A. Dixon                            | /s/ Carl Thomsen
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>         <C>  <C>               <C>
                                         Filing Fee  Tax  Certification Fee| Total Fees
    
                                         Certified Copy
    
                                         TO:  
    
   /TABLE
<PAGE>
   Exhibit 3(i)
   Page 118 of 194
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6.25%    $100              3,000         -           3,000 
   PFD         8.25%    $100             34,378         -          34,378 
   PFD         5.75%    $100              6,100         -           6,100 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6.25%    $100                250         -             250 
   PFD         8.25%    $100              3,437         -           3,437 
   PFD         5.75%    $100                300         -             300 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6.25%    $100              2,750         -           2,750 
   PFD         8.25%    $100             30,941         -          30,941 
   PFD         5.75%    $100              5,800         -           5,800 
   ----------------------------------------------------------------------------
   </TABLE> 
   Dated at Hartford this 24 day of February 1981.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                       <C> 
   -----------------------------------------------------------------------------------
   Name of ------------ Vice President       |  Name of ------------ Assistant Secretary
   Robert A. Dixon                           |  Carl Thomsen
   ------------------------------------        ---------------------------------
   /s/ R.A. Dixon                            | /s/ Carl Thomsen
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>         <C>  <C>               <C>
                                         Filing Fee  Tax  Certification Fee| Total Fees
    
                                         Certified Copy
    
                                         TO:  
    
     /TABLE
<PAGE>
                                                             Exhibit 3(i) 
                                                             Page 119 of 194
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION  
   BY ACTION OF ( ) INCORPORATION ( ) BOARD OF      (X) BOARD OF DIRECTORS
                                      DIRECTORS         AND SHAREHOLDERS  
   61-38         
   VOL 24 133
                             STATE OF CONNECTICUT
                            SECRETARY OF THE STATE
                               30 TRINITY STREET
                              HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation                    | DATE
       Connecticut Natural Gas Corporation    |     April 30, 1981
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  
   |X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
   following resolution
    
         "RESOLVED:  That the Charter of this corporation be, and it hereby
         is, amended by deleting therefrom in its entirety Sec. 2 of Special
         Act 478 of the 1951 Connecticut General Assembly entitled `An Act
         Amending the Charter of The Hartford Gas Company', approved June 27,
         1951, and substituting the following paragraph in lieu thereof:       
                   
               Subject to the approval of the Department of Public Utility 
               Control, but otherwise without limitation as to amount, said    
               company is authorized to issue, from time to time, notes, bonds 
               or other evidences of indebtedness payable at periods of more   
               than one year after the date thereof (a) to provide funds for
               the acquisition of property or the construction, completion,    
               extension or improvement of its system, or (b) to reimburse its 
               treasury for moneys expended for such acquisition or for such   
               construction, completion, extension or improvement which were
               not obtained through the issue of stock, notes, bonds or other  
               evidences of indebtedness, or (c) for the discharge, funding or 
               refunding of its obligations."                                  
                
    
   3.  (Omit if 2A is checked)
       (a)     The above resolution merely restates and does not change the
               provisions of the original certificate of Incorporation as
               supplemented and amended to date, except as follows:  (Indicate
               amendments made if any, if none, so indicate)
    
       (b)     Other than as indicated in Par. 3(a), there is no discrepancy
               between the provisions of the original Certificate of
               Incorporation as supplemented to date, and the provisions of
               this Certificate Relating to the Certificate of Incorporation.
    
   ---------------------------------------------------------------------------
   | |4.  (Check, if true)
         The above resolution was adopted by vote of at least two-thirds of
         the incorporators before the organization meeting of the corporation,
         and approved in writing by all subscribers (if any) for shares of the
         corporation, (or if nonstock corporation, by all applicants for
         membership entitled to vote, if any)
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement that the statements made in the foregoing are
   true.
   <TABLE>
   <S>                             <C>                                <C>
   -------------------------------------------------------------------------------------
    SIGNED                         |SIGNED                            |SIGNED
   -------------------------------------------------------------------------------------
                                    APPROVED
   -------------------------------------------------------------------------------------
    SIGNED                         |SIGNED                            |SIGNED
   </TABLE> <PAGE>
   Exhibit 3(i)
   Page 120 of 194
    
    
   (Omit if 2C is checked.) 
   The above resolution was adopted by the board of directors acting alone,
   there being no shareholders or subscribers.   | | the board of directors
   being so authorized pursuant to Section 33-341, Conn. G.S. as amended
   | | the corporation being a nonstock corporation and having no members 
       and no applicants for membership entitled to vote on such resolution
   <TABLE>
   <CAPTION>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   5.  The number of affirmative votes         |6. The number of directors' votes
   required to adopt such resolution is:       |   in favor of the resolution was:
   ------------------------------------------------------------------------------------
   </TABLE>
   We hereby declare, under penalties of false statement that the statements
   made in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   </TABLE>
   |X| 4.The above resolution was adopted by the board of directors and by
   shareholders.                         
   5.  Vote of Shareholders:
   (a) (Use if no shares are required to be voted as a class.)
   <TABLE>
   <S>                 <C>                     <C>                 <C>
   ------------------------------------------------------------------------------------
   NUMBER OF SHARES    |TOTAL VOTING POWER     |VOTE REQUIRED FOR  |VOTE FAVORING
   ENTITLED TO VOTE    |                       |ADOPTION           |ADOPTION
       1,852,529       |  1,852,529            |  1,235,020        | 1,298,220 
   ------------------------------------------------------------------------------------
   </TABLE>
   (b) (If the shares of any class are entitled to vote as a class, indicate
   the designation and number of outstanding shares of each such class, the
   voting power thereof, and the vote of each class for the amendment
   resolution.)
    
   We hereby declare under the penalties of false statement that the
   statements made in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   Robert H. Willis, President                 | Robert A. Dixon, Secretary
   /s/ Robert H. Willis                        | /s/ Robert A. Dixon
   ------------------------------------------------------------------------------------
   </TABLE>
   | | 4.  The above resolution was adopted by the board of directors and by
   members
   5.  Vote of members:
   (a) (Use if no members are required to vote as a class.)
   <TABLE>
   <S>                 <C>             <C>                   <C>
   ------------------------------------------------------------------------------------
   NUMBER OF MEMBERS   |TOTAL VOTING   | VOTE REQUIRED FOR   |VOTE FAVORING
   VOTING              |POWER          | ADOPTION            |ADOPTION
   ------------------------------------------------------------------------------------
   </TABLE>
   (b) (If the members of any class are entitled to vote as a class, indicate
   the designation and number of members of each such class, the voting power
   thereof, and the vote of each such class for the amendment resolution.)
    
   We hereby declare under the penalties of false statement that the
   statements made in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   </TABLE>
   TABLE
<PAGE>
   <S>                                   <C>         <C>  <C>               <C>
   STATE OF CONNECTICUT                  Filing Fee  Tax  Certification Fee| Total Fees
   FILED                                 $ 30              $ 9               $39    
   </TABLE>
   APR 30 1981                           Certified Copy
   /s/ Barbara B. Kennelly               Murtha Cullina 
   SECRETARY OF THE STATE                P.O. Box 3192
   BY L. M. _____________                Htfd CT 06103 <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 121 of 194
    
    
    
                                      (FORM)                                   
    
   State of Connecticut              )
                                     )  ss.  HARTFORD
   OFFICE OF SECRETARY OF THE STATE  )
     
   I hereby certify that the foregoing is a true copy of record in this office
    
                                  IN TESTIMONY WHEREOF, I have hereunto set my

                                  hand, and affixed the Seal of said State, at

                                  Hartford, this 30th day of April, A.D., 1981

    
                                        Barbara B. Kennelly
                                              Secretary of the State
    
    <PAGE>
   Exhibit 3(i)
   Page 122 of 194
    
    
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   ---------------------------------------------------------------------------
         a.  before cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             33,600         -          33,600 
   PFD         8.25%    $100             30,941         -          30,941 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100              2,400         -           2,400 
   PFD         8.25%    $100              3,437         -           3,437 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             31,200         -          31,200 
   PFD         8.25%    $100             27,504         -          27,504 
   ----------------------------------------------------------------------------
   </TABLE> 
   Dated at Hartford this 10 day of August 1981.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C> 
   ------------------------------------------------------------------------------------
   NAME OF --------- OR VICE PRESIDENT         |NAME OF --------- OR ASSISTANT SECRETARY
   Robert A. Dixon                             | Carl Thomsen              
   /s/ Robert A. Dixon                         | /s/ Carl Thomsen
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>              <C>                <C>
                                         Filing Fee       Certification Fee| Total Fees
                                         $                 $                 $       
   </TABLE>            
                 
                         
    
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 123 of 194
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   ---------------------------------------------------------------------------
         a.  before cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100              5,800         -           5,800 
   PFD         6.25%    $100              2,750         -           2,750 
   PFD      6%, Ser A   $100                375         -             375 
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100                300         -             300 
   PFD         6.25%    $100                250         -             250 
   PFD      6%, Ser A   $100                375         -             375 
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100              5,500         -           5,500 
   PFD         6.25%    $100              2,500         -           2,500 
   PFD      6%, Ser A   $100                 00         -              00 
   ----------------------------------------------------------------------------
   </TABLE> 
   Dated at Hartford this 9 day of February, 1982.
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF --------- OR VICE PRESIDENT         |NAME OF --------- OR ASSISTANT SECRETARY
   Robert A. Dixon                             | Carl Thomsen              
   /s/ Robert A. Dixon                         | /s/ Carl Thomsen
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>              <C>               <C>
   FILED                                 Filing Fee       Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $  6              $ 6               $12     
   FEB 16 1982
   ______________
   SECRETARY OF THE STATE 
   </TABLE> <PAGE>
   Exhibit 3(i)
   Page 124 of 194
    
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD       6% Ser B   $100              5,899         -           5,899 
   PFD         7.75%    $100             31,200         -          31,200 
   PFD         8.25%    $100             27,504         -          27,504 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE> 
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD       6% Ser B   $100                 18         -              18 
   PFD         7.75%    $100              2,400         -           2,400 
   PFD         8.25%    $100              3,437         -           3,437 
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD       6% Ser B   $100              5,881         -           5,881 
   PFD         7.75%    $100             28,800         -          28,800 
   PFD         8.25%    $100             24,067         -          24,067 
   ----------------------------------------------------------------------------
   </TABLE>
    
   Dated at Hartford Connecticut this 9 day of August 1982.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                 <C> 
   ------------------------------------------------------------------------------------
   NAME OF --------- OR VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
   --------------------------------------------------------------------------
   V. H. Frauenhofer                   |Robert A. Dixon
   --------------------------------------------------------------------------
   /s/ V.H. Frauenhofer                |/s/ Robert A. Dixon
   --------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>              <C>               <C>
   FILED                                 Filing Fee       Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 6              $                 $6   
   AUG 9 1982
   SECRETARY OF THE STATE
   </TABLE> <PAGE>
                                                               Exhibit 3(i)
                                                               Page 125 of 194
    
    
   VOL 100
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100              5,580         -           5,580 
   PFD         6.25%    $100              2,500         -           2,500 
     
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE> 
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100                300         -             300 
   PFD         6.25%    $100                250         -             250 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100              5,200         -           5,200 
   PFD         6.25%    $100              2,250         -           2,250 
   ----------------------------------------------------------------------------
   </TABLE>
    
   Dated at Hartford Connecticut this 11 day of January 1983.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                 <C> 
   ------------------------------------------------------------------------------------
   NAME OF ---EXECUTIVE VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
   --------------------------------------------------------------------------
   V. H. Frauenhofer                   |Robert A. Dixon
   --------------------------------------------------------------------------
   /s/ V.H. Frauenhofer                |/s/ Robert A. Dixon
   --------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>              <C>               <C>
   FILED                                 Filing Fee       Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 6              $                 $6 
   </TABLE>  
   MAR 21 1983                           Certified Copy
   Julia Tashjian                        To: Connecticut Natural Gas Corp 
   SECRETARY OF THE STATE                P.O. Box 1500, Hartford, CT 06144 <PAGE>
   Exhibit 3(i)
   Page 126 of 194
    
    
   VOL 100  1752 
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>        <C>       <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             28,800         -          28,800 
   PFD         8.25%    $100             24,067         -          24,067 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100              2,400         -           2,400 
   PFD         8.25%    $100              3,437         -           3,437 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             26,400         -          26,400 
   PFD         8.25%    $100             20,630         -          20,630 
   ----------------------------------------------------------------------------
   </TABLE>
    
   Dated at Hartford Connecticut this 15th day of August 1983.
    
   We hereby declare, under the penalties of perjury, that the statements made 
   in the foregoing certificate are true.
   <TABLE>
   <S>                                 <C>
   ------------------------------------------------------------------------------------
   NAME OF ------------ VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
   --------------------------------------------------------------------------
   Robert A. Dixon                     |Reginald L. Babcock
   --------------------------------------------------------------------------
   /s/ Robert A. Dixon                 |/s/ R. L. Babcock
   --------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   <S>                                   <C>              <C>              <C>
   FILED                                 Filing Fee       Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 6              $                 $6   
   </TABLE>
   AUG 15 1983                           Certified Copy
   Julia Tashjian                        To: Connecticut Natural Gas Corp 
   SECRETARY OF THE STATE                P.O. Box 1500, Hartford, CT 06144
    <PAGE>
    
                                                             Exhibit 3(i) 
                                                             Page 127 of 194
    
    
    
   CERTIFICATE 
   AMENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF 
   ( )INCORPORATORS ( )BOARD OF  (X)BOARD OF DIRECTORS ( )BOARD OF DIRECTORS
                       DIRECTORS     AND SHAREHOLDERS     AND MEMBERS
                                 (Stock Corporation)    (Nonstock Corporation)
     
   61-38         
                             STATE OF CONNECTICUT
                            SECRETARY OF THE STATE
                              30 TRINITY STREET
                              HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  NAME OF CORPORATION                    | DATE
       Connecticut Natural Gas Corporation    |     April 27, 1984
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  
   |X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | |   C. RESTATED ONLY by
                                                         the following
                                                         resolution
    
         "RESOLVED:  That the Certificate of Incorporation of Connecticut      
         Natural Gas Corporation be, and it hereby is, amended by the addition 
         thereto of the provisions set forth in Exhibit A to the Proxy         
         Statement of the Corporation dated March 28, 1984."                   
    
         A copy of Exhibit A to the Proxy Statement of the Corporation dated   
         March 28, 1984 is attached hereto as Exhibit A.                       
            
   3.  (Omit if 2A is checked)
       (a)     The above resolution merely restates and does not change the
               provisions of the original certificate of Incorporation as
               supplemented and amended to date, except as follows:  (Indicate
               amendments made if any, if none, so indicate)
    
       (b)     Other than as indicated in Par. 3(a), there is no discrepancy
               between the provisions of the original Certificate of
               Incorporation as supplemented to date, and the provisions of
               this Certificate Restating the Certificate of Incorporation.
    
   ---------------------------------------------------------------------------
   | |4. The above resolution was adopted by vote of at least two-thirds of
         the incorporators before the organization meeting of the corporation,
         and approved in writing by all subscribers (if any) for shares of the
         corporation, (or if nonstock corporation, by all applicants for
         membership entitled to vote, if any)
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement that the statements made in the foregoing are
   true.
   <TABLE>
   <S>                             <C>                                <C>
   -------------------------------------------------------------------------------------
    SIGNED                         |SIGNED                            |SIGNED
   -------------------------------------------------------------------------------------
                                       APPROVED
   -------------------------------------------------------------------------------------
    SIGNED                         |SIGNED                            |SIGNED
   </TABLE>  <PAGE>
   Exhibit 3(i)
   Page 128 of 194
    
   4.  (Omit if 2C is checked.) 
   The above resolution was adopted by the board of directors acting alone,
   there being no shareholders or subscribers.   | | the board of directors
   being so authorized pursuant to Section 33-341, Conn. G.S. as amended
   | | the corporation being a nonstock corporation and having no members 
       and no applicants for membership entitled to vote on such resolution
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   5.  The number of affirmative votes         |6. The number of directors' votes
   required to adopt such resolution is:       |   in favor of the resolution was:
   ------------------------------------------------------------------------------------
   </TABLE>
   We hereby declare, under penalties of false statement that the statements
   made in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   </TABLE>
   |X| 4. The above resolution was adopted by the board of directors and by
   shareholders.                          
   5.  Vote of shareholders:
   (a)  (Use if no shares are required to be voted as a class.)
   <TABLE>
   <S>                 <C>                     <C>                 <C>
   -------------------------------------------------------------------------------------
   NUMBER OF SHARES    |TOTAL VOTING POWER     |VOTE REQUIRED FOR  |VOTE FAVORING
   ENTITLED TO VOTE    |                       |ADOPTION           |ADOPTION
       3,270,515       |   3,270,515           |  1,635,258        |  2,207,104 
   ------------------------------------------------------------------------------------
   </TABLE>
   (b) (If the shares are entitled to vote as a class, indicate the
   designation and number of outstanding shares of each such class, the voting
   power thereof, and the vote of each class for the amendment resolution.
    
           The Corporation has at least one hundred (100) recordholders.  
    
   We hereby declare under the penalties of false statement that the
   statements made in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT -----------------         |NAME OF SECRETARY OR ----------
   Victor H. Frauenhofer                       | Robert A. Dixon, Secretary
   /s/ Victor H. Frauenhofer                   | /s/ Robert A. Dixon
   ------------------------------------------------------------------------------------
   </TABLE>
   | | 4.  The above resolution was adopted by the board of directors and by
   members
   5.  Vote of members:
   (a) (Use if no members are required to vote as a class.)
   <TABLE>
   <S>                 <C>             <C>                   <C>
   ------------------------------------------------------------------------------------
   NUMBER OF MEMBERS   |TOTAL VOTING   | VOTE REQUIRED FOR   |VOTE FAVORING
   VOTING              |POWER          | ADOPTION            |ADOPTION
   ------------------------------------------------------------------------------------
   </TABLE>
   (b) (If the members of any class are entitled to vote as a class, indicate
   the designation and number of members of each such class, the voting power
   thereof, and the vote of each such class for the amendment resolution.)
    
   We hereby declare under the penalties of false statement that the
   statements made in the foregoing certificate are true.
   <TABLE>
   <S>                                         <C>
   ------------------------------------------------------------------------------------
   NAME OF PRESIDENT OR VICE PRESIDENT         |NAME OF SECRETARY OR ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   SIGNED PRESIDENT OR VICE PRESIDENT          |SIGNED SECRETARY OF ASSISTANT SECRETARY
   ------------------------------------------------------------------------------------
   </TABLE>
   <TABLE>
   S>                                   <C>              <C>               <C
<PAGE>
   FILED                                 Filing Fee       Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 30              $ 15.50           $45.50  
   </TABLE>
   APR 27 1984
   Julia M. Tashjian
   SECRETARY OF THE STATE 
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 129 of 194
    
                                                              Exhibit A
    
                               FAIR PRICE AMENDMENT                            
          VOTE REQUIRED FOR CERTAIN TRANSACTIONS ("FAIR PRICE AMENDMENT")      
    
         SECTION 1.  In addition to the requirements of the provisions of the  
   certificate of incorporation of the Company and whether or not a vote of
   the stockholders is otherwise required, the affirmative vote of the holders
   of not less than seventy-five percent (75%) of the Voting Stock (as defined 
   below) shall be required for the approval of authorization of any Business  
   Transaction (as defined below) with a Related Person (as defined below) or
   any business transaction in which a Related Person has an interest (except
   proportionately as a stockholder); provided, however, that such
   seventy-five percent (75%) voting requirement shall not be applicable if
   (i) the Disinterested Directors (as defined below) who at the time
   constitute at least one-third of the total number of directorships of the
   Corporation, have expressly approved the Business Transaction by at least a
   two-thirds vote of such Disinterested Directors or (ii) all of the
   following conditions are satisfied:
    
              (A)  The Business Transaction is a merger or consolidation and   
         the cash or fair market value (as determined by two-thirds of the     
         Disinterested Directors) of the property, securities or other         
         consideration to be received per share by holders of Common Stock of  
         the Corporation (other than such Related Person) in the Business      
         Transaction is at least equal in value to such Related Person's       
         Highest Purchase Price (as defined below):                            
    
               (B)  After such Related Person has become the Beneficial Owner
         (as defined below) of not less than ten percent (10%) of the Voting
         Stock of the Corporation and prior to the consummation of such
         Business Transaction, such Related Person shall not have become the
         Beneficial Owner of any additional shares of Voting Stock or
         securities convertible into Voting Stock, except (i) as part of the
         transaction which resulted in such Related Person becoming the
         Beneficial Owner of not less than ten percent (10%) of the Voting
         Stock or (ii) as a result of a pro rata stock dividend or stock split
         and,                                                                  
          
               (C)  Prior to the consummation of such Business Transaction,
         such Related Person shall not have, directly or indirectly, (i)
         received the benefit (except proportionately as a stockholder) of any
         loans, advances, guarantees, pledges or other financial assistance or
         tax credits provided by the Corporation or any of its Subsidiaries
         (as defined below), or (ii) caused any material change in the
         Corporation's business or equity capital structure, including the
         issuance of shares of capital stock of the Corporation to any third
         party.                                                                
          
          Section 2.  For the purpose of Fair Price Amendment
               (i)  The term Business Transaction shall mean (a) any merger or 
        consolidation involving the Corporation or a Subsidiary (as defined    
        below) of the Corporation, (b) any sale, lease, exchange, transfer or  
        other disposition (in one transaction or a series of transactions)    
        including without limitation a mortgage of any                         
                                       A-1                                     
     
    <PAGE>
   Exhibit 3(i)
   Page 130 of 194
    
     
         other security device, of all or any Substantial Part (as defined
         below) of the assets either of the Corporation of of a Subsidiary of
         the Corporation, (c) any sale, lease, exchange, transfer or other
         disposition of all or any assets of any entity to the Corporation or
         a Subsidiary of the Corporation if such assets have a fair market
         value equal to or greater than twenty percent (20%) of the fair
         market value of the total assets of the Corporation and its
         Subsidiaries, (d) the issuance, sale, exchange, transfer or other
         disposition by the Corporation or a Subsidiary of the Corporation of
         any securities of the Corporation or any Subsidiary of the
         Corporation, (e) any recapitalization or reclassification of the
         Corporation's securities (including, without limitation, any reverse
         stock split) or other transaction that would have the effect of
         either increasing the proportionate share of the outstanding shares
         of any class of equity or convertible securities of the Corporation
         or its Subsidiaries Beneficially Owned (as defined below) by a
         Related Person or increasing the voting power of a Related Person
         with respect to the Corporation of any of its Subsidiaries, (f) any
         liquidation, spinoff, splitoff, splitup or dissolution of the
         Corporation and (g) any agreement, contract or other arrangement
         providing for any of the transactions described in this definition of
         Business Transaction.
    
               (ii)  The term "Related Person" shall mean and include (a) any
         individual, corporation, partnership, group, association or other
         person or entity which, together with its Affiliates (as defined
         below) and Associations (as defined below), is the Beneficial Owner
         of not less than ten percent (10%) of the Voting Stock of the
         Corporation at the time the definitive agreement providing for the
         Business Tranaction (including any amendment thereof) was entered
         into, or at the time a resolution approving the Business Transaction
         was adopted by the Board of Directors of the Corporation, or as of
         the record date for the determination of stockholders entitled to
         notice of and to vote on, or consent to, the Business Transaction,
         and (b) any Affiliate or Associate of any such individual,
         corporation, partnership, group, association or other person or
         entity, provided, however, and notwithstanding anything in thre
         foregoing to the contrary the term "Related Person" shall not include
         ther Corporation, a corporation in which the Corporation owns,
         directly or indirectly, a majority of each class of equity security,
         any employee stock ownership or other employee benefit plan of the
         Corporation or any Subsidiary of the Corporation, or any trustee of,
         or fiduciary with respect to, any such plan when acting in such
         capacity.
    
               (iii)  Shares shall be "Beneficially Owned" and a person shall
         be a "Beneficial Owner" of any shares of Voting Stock (whether or not
         owned of record). 
               (a) With respect to which such person or any Affiliate or
         Associate of such person directly or indirectly has or shares voting
         power, including the power to vote or to direct the voting power,
         including the power to vote or to direct the voting of such shares of
         stock and/or investment power, including the power to dispose of or
         to direct the disposition of such shares of stock:
    
               (b)  Which such person or any Affiliate or Associate of such
         person has the right to acquire (whether such right is exercisable
         immediately or only after the passage of time) pursuant to any
         agreement, arrangement or understanding or upon the exercise of
         conversion rights, exchange rights,
         warrants or options, or otherwise, and/or the right to vote pursuant
         to any agreement, arrangement of understanding (whether such right is
         exercisable immediately or only after the passage of time); or
    <PAGE>
                                                             Exhibit 3(i) 
                                                             Page 131 of 194
    
    (c)  Which are Beneficially Owned within the meaning of (a) or (b) above
   by any other person with which such first mentioned person or any if its
   Affiliates or Associates has any agreement arrangement or understanding,
   written or oral, with respect to acquiring, holding, voting or disposing of
   any shares of stock of the Corporation or any Subsidiary of the Corporation
   or acquiring, holding or disposing of all or substantially all, or any
   Substantial Part, of the assets or business of the Corporation or a
   Subsidiary of the Corporation.
    
         For the purpose only of determining whether a person is the
   Beneficial Owner of a percentage specified in this Fair Price amendment of
   the outstanding Voting Shares, such shares shall be deemed to include any
   Voting Shares which may be issuable pursuantto any agreement, arrangement
   or understanding or upon the exercise of conversion rights, exchange
   rights, warrants, options or otherwise and which are deemed to be
   benefically owned by such person pursuant to the foregoing provisions of
   this Fair Price amendment.
    
         (iv)  The term "Highest Purchase Price" shall mean the highest amount
   of consideration paid by such Related Person for a share of Common Stock of
   the Corporation within two years prior to the date such Related Person
   became a Related Person or in the transaction which resulted in such
   Related Person becoming the Beneficial Owner of not less than ten percent
   (10%) of the Voting Stock, provided, however that the Highest Purchase
   Price shall be appropriately adjusted to reflect the occurence of any
   reclassification, recapitalization, stock split, reverse stock split or
   other readjustment in the number of outstanding shares of Common Stock of
   the Corporation, or the declaration of a stock dividend thereon, between
   the last date upon which such Related Person paid the Highest Purchase
   Price to the effective date of the merger or consolidation.
    
         (v)   The term "Substantial Part" shall mean more than twenty percent
   (20%) of the fair market value of the total assets of the entity in
   question, as reflected on the most recent consolidated balance sheet of
   such entity existing at the time the stockholders of the Corporation would
   be required to approve or authorize the Business Transaction involving the
   assets constituting any such Substantial Part.
    
         (vi)  In the event of a merger in which the Corporation is the
   surviving Corporation, for the purpose of subparagraph (a) of Section 1 of
   the Fair Price amendment, the phrase "property, securities or other
   consideration to be received" shall include without limitation, Common
   Stock of the Corporation retained by its existing stockholders.
    
         (vii) The term "Voting Stock" shall mean all outstanding shares of
   capital stock of the Corporation entitled to vote generally in the election
   of directors, considered for the purpose of this Fair Price amendment as
   one class; provided however, that if the Corporation has shares of Voting
   Stock entitled to more or less than one vote for any such share, each
   reference in this Fair Price amendment to a proportion of shares of voting
   stock shall be deemed to refer to such proportion of the votes entitled to
   be cast by such shares.
    
         (viii) The term "Disinterested Director" shall mean any member of the
   Board who is not affiliated with a Related Person and who was a director of
   the Corporation prior to the time the Related Person became a Related
   Person, any any successor to such Disinterested Director who is not
   affiliated with a Related Person and was recommended before being elected
   by a majority of the then Disinterested Director or was elected by a
   majority of the Disinterested Directors.  Officers of the Corporation who
   are also members of its Board of Directors may qualify as Disinterested
   Directors, even though they may have a personal stake in the outcome of a
   proposed Business Transaction because of their employment by the
   Corporation.
    <PAGE>
   Exhibit 3(i)
   Page 132 of 194
    
    
         (ix)  The term "Affiliate" used to indicate a relationship to a
   specified person, shall mean a person that directly, or indirectly through
   one or more intermediatess, controls, or is controlled by, or is under
   common control with such specified person.
    
         (x)  The term "Associate", used to indicate a relationship with a
   specified person, shall mean (i) any person of which such specified person
   is an officer, director or partner or is, directly or indirectly, the
   beneficial owner of 5% or more of any class of equity securities, (ii) any
   person that is an officer, director or partner of the specified person or
   that, directly or indirectly, beneficially ownes 5% or more of any class of
   equity security of the specified person, (iii) any trust or estate in which
   such specfied person nas a substantial beneficial intereset or as to which
   such specfied person serves aas a trustee or in a similar fiduciary
   capacity, (iv) any relative or spouse of a specfied person or any person
   describved in clause (ii), or any relative of such spouse, except relatives
   more remote than first cousin, or *v) any other member or partner in a
   partnership, limited partnership, syndicate or other group of which the
   specified person is a member or partner and which is acting together for
   the purpose of acquiring, holding or disposing of any interest in the
   Corporation, provided that nothing in this subsection (x) shall result in
   the Corporation or a corporation in which the Corporatin owns, directly or
   indirectly, a majority of each class of equity security being an Associate.
    
         (xi)  The terms "Subsidiary" or "Subsidiaries" shall mean a
   corporation or corporations in which a majority of any class of equity
   security is owned, directly or indirectly, by the Corporation.
    
   SECTION 3.  For the purpose of this Fair Price amendment, if the
   Disinterested Directors constitute at least one-third of the entire Board
   of Directors, then two-thirds of such Disinterested Directors shall have
   the power to make a good faith determination, on the basis of information
   known to them, of : (i) the number of shares of voting Stock of which any
   person is the Beneficial Owner, (ii) whether a person is an Affiliate or
   Associate of another, (iii) whether a person has an agreement, arrangement
   or understanding with another as to the matters referred to in the
   definition of Beneficial Owner herein, (iv) whether the assets subject to
   any Business Transaction constitute a Substantial Part, (v) whether any
   Business Transaction is one in which a Related Person has an interest
   (except proportionately as a stockholder), (vi) whether a Related Person
   has, directly or indirectly received the benefits or caused any of the
   changes referred to in sub paragraph (c) of Section 1 of this Fair Price
   amendment and (vii) such other matters with respect to which a
   determination is required under this Fair Price amendment.
    
   SECTION 4.  Nothing contained in this Fair Price amendment shall be
   construed to relieve any Related Person from any fiduciary obligation
   imposed by law.
    
   SECTION 5.  Notwithstanding any other provisions of this Certificate of
   Incorporation of the By-Laws of the Corporation (and notwithstanding that a
   lesser percentage may be specified by law, this Certificate of
   Incorporation or the By-Laws of the Corporation), the provisions of this
   Fair Price amendment may not be repealed or amended in any respect, nor may
   any provision be adopted inconsistent with this Fair Price amendment,
   unless such action is approved by the affirmative vote of the holders of
   not less than seventy-five (75%) of the Voting Stock.
     
     
      
     
     <PAGE>
                                                               Exhibit 3 (i)
                                                               Page 133 of 194
    
    
                              CLASSIFIED BOARD AMENDMENT
    
   CLASSIFICATION OF BOARD OF DIRECTORS ("CLASSIFIED BOARD AMENDMENTS")
    
         SECTION 1.  The directors of the corporation shall be divided into
   three classes:  Class I, Class II and Class III.  Such classes shall be as
   nearly equal in number as possible.  The term of office of the initial
   Class I directors shall expire at the Annual Meeting of Shareholders in
   1985; the term of the initial Class II directors shall expire at the Annual
   Meeting of Shareholders in 1986; and the term of office of the initial
   Class III directors shall expire at the Annual Meeting of Shareholders in
   1987; or in each case thereafter when their respective successors are
   elected and have qualified or upon their earlier death, resignation or
   removal.  At each annual election held after the initial election of
   directors according to classes, the directors chosen to succeed and shall
   be elected for a term expiring at the third succeeding Annual Meeting of
   Sharedhoplders or in each case thereafter when their respective successors
   are elected and have qualified or upon their earlier death, resignation or
   removal.  If the number of directorships is changed, any increase or
   decrease in directors shall be apportioned among the classes so as to
   maintain all classes as nearly equal in number as possible.  No decrease in
   the number of directorships shall shorten the term of any director.  Any
   director elected to fill a vacancy not resulting from an increase in the
   number of directorhsips shall have the same remaining term as that of his
   predecessor.  No qualification for the office of director shall apply to
   any director in office at the time such qualification was adopted or to any
   successor director elected by the directors to fill the unexpired term of a
   director.
    
         SECTION 2.  No director shall be removed except by the affirmative
   vote of seventy-five percent (75%) or more of the oustanding shares of
   capital stock of the Corporation entitled to vote generally in the election
   of directors considered for the purpose of this Classified Board Amendment
   as one class (the "Voting Stock").
    
         SECTION 3.  Notwithstanding any other provisions of this Certificate
   of Incorporation or the By-Laws of the Corporation (and notwithstanding
   that a lesser percentage may be specified by law, this Certificate of
   Incorporation or the By-Laws of the Corporation), neither the provisions of
   this Classified Board amendment nor the provisions of the Certificate
   fixing the range of directorships on the Board of Directors or empowering
   the Board of Directors to fill vacancies in their own number may be
   repealed or amended in any respect, nor may any provision be adopted
   inconsistent with such provisions, unless such action is approved by the
   affirmative vote of the holders of not less than seventy-five percent (75%)
   of the Voting Stock.
    
    <PAGE>
   Exhibit 3(i)
   Page 134 of 194
    
    
    
    
     
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    State of Connecticut            )
                                     )  SS:  Hartford
    Office of the Secretary of State)
    
         I hereby certify that this is a true copy of record in this Office in
   Testimony whereof, I have hereunto set my hand, and affixed the Seal of
   said State, at Hartford, this 27th day of April, A.D. 1984
    
   Julia H. Tashjian
   Secretary of the State
    <PAGE>
      
                                                           Exhibit 3(i) 
                                                           Page 135 of 194
    
    
   VOL 101
    
                                       (FORM)                                  
    
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                                STATE OF CONNECTICUT                           
    
                               SECRETARY OF THE STATE                          
    
     
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>        <C>       <C>             <C>          <C>        <C>
                                        Issued and              Authorized for 
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             26,400         -          26,400 
   PFD         8.25%    $100             20,630         -          20,630 
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100              2,400         -           2,400   
   PFD         8.25%    $100              3,437         -           3,437 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             24,000         -          24,000 
   PFD         8.25%    $100             17,193         -          17,193 
   ----------------------------------------------------------------------------
   </TABLE>
   Dated at Hartford Connecticut this 7th day of February 1985.
    
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true.
    
   ---------------------------------   --------------------------------------
   Robert A. Dixon                     Reginald L. Babcock
   Vice President                      Assistant Secretary
   <TABLE>
   <S>                                   <C>              <C>              <C>
   FILED                                 Filing Fee       Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 6              $                 $6  
   </TABLE>
   FEB 14, 1985                          Certified Copy Sent
   Julia M. Tashjian                     P.O. Box 1500
   SECRETARY OF THE STATE                Htfd. CT 06144
    <PAGE>
   Exhibit 3(i)
   Page 136 of 194
    
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6% Ser B $100              5,881         -           5,881 
   PFD         5.75%    $100              5,200         -           5,200 
   PFD         6.25%    $100              2,250         -           2,250 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6% Ser B $100                 87         -              87 
   PFD         5.75%    $100                300         -             300 
   PFD         6.25%    $100              2,000         -           2,000 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6% Ser B $100              5,794         -           5,794 
   PFD         5.75%    $100              4,900         -           4,900 
   PFD         6.25%    $100                250         -             250 
   ----------------------------------------------------------------------------
   </TABLE> 
    
    <PAGE>
    
                                                               Exhibit 3(i)
                                                               Page 137 of 194 
     
   VOL 101
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>        <C>       <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             24,000         -          24,000 
   PFD         8.25%    $100             17,193         -          17,193 
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             24,000         -          24,000   
   PFD         8.25%    $100             17,193         -          17,193 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100                  0         -               0 
   PFD         8.25%    $100                  0         -               0 
   ----------------------------------------------------------------------------
   </TABLE>
    
   Dated at Hartford Connecticut this 9th day of July, 1985.
    
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true.
    
   ---------------------------------   --------------------------------------
   Robert A. Dixon                     Reginald L. Babcock
   Vice President                      Assistant Secretary
    
   <TABLE>
   <S>                                   <C>              <C>              <C>
   FILED                                 Filing Fee       Certification Fee| Total Fees
   STATE OF CONNECTICUT                  $ 6              $                 $6  
   </TABLE>
   JUL 10, 1985                          Certified Copy Sent
   Julia M. Tashjian                     c/o Reginald Babcock
   SECRETARY OF THE STATE                P.O. Box 1500
                                         Hartford, CT 06144
    <PAGE>
   Exhibit 3(i)
   Page 138 of 194
    
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100              4,900         -           4,900 
   PFD         6.25%    $100                250         -             250 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100              4,900         -           4,900 
   PFD         6.25%    $100                250         -             250 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         5.75%    $100                  0         -               0 
   PFD         6.25%    $100                  0         -               0 
   ----------------------------------------------------------------------------
   </TABLE>
    
    
      
    
    
    
    
    
    
    
    
    <PAGE>

                                                               Exhibit 3(i)
                                                               Page 139 of 194
   VOL 101
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             24,000         -          24,000 
   PFD         8.25%    $100             17,193         -          17,193 
   PFD         8.00%    $6.25           120,000         -         120,000 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100             24,000         -          24,000   
   PFD         8.25%    $100             17,193         -          17,193 
   PFD         8.00%    $6.25             6,048         -           6,048 
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         7.75%    $100                  0         -               0 
   PFD         8.25%    $100                  0         -               0 
   PFD         8.00%    $6.25           113,952         -         113,952 
   ----------------------------------------------------------------------------
   </TABLE>
    
   Dated at Hartford Connecticut this 31st day of December, 1985.
    
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true.
    
   ---------------------------------   --------------------------------------
   Alexander J. Kennedy                Reginald L. Babcock
   Vice President                      Secretary
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 140 of 194
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6% Ser B $100              5,794         -           5,794 
   PFD         5.75%    $100              4,900         -           4,900 
   PFD         6.25%    $100                250         -             250 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6% Ser B $100                183         -             183 
   PFD         5.75%    $100              4,900         -           4,900 
   PFD         6.25%    $100                250         -             250 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6% Ser B $100              5,611         -           5,611 
   PFD         5.75%    $100                  0         -               0 
   PFD         6.25%    $100                  0         -               0 
    
   ----------------------------------------------------------------------------
   </TABLE> 
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                         Exhibit 3(i)
                                                         Page 141 of 194 
                         CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
   BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
    
         1.  The name of the corporation is CONNECTICUT NATURAL GAS
   CORPORATION.
         2.  The Charter of CONNECTICUT NATURAL GAS CORPORATION is amended
   only by the following resolution:
    
         RESOLVED:  That the Charter of Connecticut Natural Gas Corporation be
         and hereby is amended so as to provide that the authorized capital
         stock of the Corporation consists of the following:
    
         (a)   10,822,328 shares of common stock having a par value of $3.125
               per share.
    
         (b)   227,904 shares of preferred stock having a par value of $3.125
               per share, known and designated as the "$3.125 Par Preferred
               Stock,"
    
                     (i)  said preferred stock to be entitled to receive out
               of the net profits of the Corporation cumulative dividends at
               the rate of eight percent (8%) per annum, payable in quarterly
               installments of two percent (2%) to be paid thereon before any
               dividends are payable upon the common stock of the Corporation,
                     (ii)  said preferred stock in the event of liquidation of
               the Corporation or distribution of its assets to be preferred
               as to the entire assets to the amount of $6.25 per share, and
                     (iii)  all shares of common stock and $3.125 Par
               Preferred Stock shall have equal voting rights.
    
         (c)   400,000 shares of preferred stock having a par value of $100
               per share, known and designated as the Corporation's "$100 Par
               Serial Preferred Stock,"
    
                     (i)  said $100 Par Serial Preferred Stock to be on a
               parity with respect to dividends and liquidation with the
               $3.125 Par Preferred Stock,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 142 of 194
    
    
                     (ii)  the Board of Directors is authorized to issue, from
               time to time, all such shares of $100 Par Serial Preferred
               Stock and, to the extent permitted by law, to fix and determine
               the terms, limitations and (except that no amount payable on
               liquidation shall exceed the then applicable call price)
               relative rights and preferences of such stock, including,
               without limitation, the conditions under which they shall be
               entitled to voting rights and the extent thereof, to divide
               such shares into series and, to the extent permitted by law, to
               fix and determine the variations among series.
    
         3.  The foregoing charter amendment shall be completely effective
   according to its terms as of 5:00 p.m. on May 19, 1986.
    
         Upon the effectiveness fo the foregoing charter amendment, each share
   of the outstanding common stock of the Corporation of the par value of
   $6.25 per share shall be divided into two shares of common stock of the par
   value of $3.125 per share, and each share of $6.25 Par Preferred Stock of
   the Corporation shall be divided into two shares of $3.125 Par Preferred
   Stock.  All outstanding certificates representing shares of common stock
   and $6.25 Par Preferred Stock immediately prior to the effectiveness of
   such amendment, shall continue to represent the same number of shares
   following the effectiveness of such amendment, but, in each case, such
   shares shall be deemed to be of the par value of $3.125 per share.  New
   stock certificates representing additional shares of common stock of $3.125
   Par Preferred Stock to which shareholders of the Corporation shall be
   entitled by reason of the foregoing charter amendment and concurrent stock
   splits shall be issued and delivered to such holders as soon as reasonably
   possible.
    
         4.  The above resolution was adopted by the Board of Directors and by
   shareholders.
    
         5.  On the date the above resolution was adopted by the Corporation's
   shareholders, the Corporation had at least one hundred recordholders, as
   defined in subsection (a) of Section 33-311a of the Connecticut General
   Statutes.
    
    
    
                                        -2-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 143 of 194
    
    
         6.  Vote of shareholders:
    
         Common Stock and $6.25 Par Preferred Stock, voting as a single class
         in accordance with the voting rights of such classes contained in the
         charter of the Corporation:
   <TABLE>
   <S>                    <C>              <C>              <C> 
   Number of Shares      Total Voting    Vote Required    Vote Favoring
   Entitled to Vote          Power        for Adoption      Adoption
   ----------------       ------------     -------------    -------------
      3,502,943            3,502,943       1,751,472       2,473,998
    </TABLE>
         Common Stock, $6.125 par value, as to matters upon which the holders
         of Common Stock are entitled to vote as a separate class pursuant to
         Section 33-361 of the Connecticut General Statutes:
   <TABLE>
   <S>                   <C>              <C>               <C> 
   Number of Shares      Total Voting    Vote Required   Vote Favoring
   Entitled to Vote          Power        for Adoption      Adoption
   ----------------       ------------     -------------    -------------
      3,388,991            3,388,991        1,694,496       2,412,799
   </TABLE>
    
         $6.25 Par Preferred Stock, as to matters upon which the holders of
         $6.25 Par Preferred Stock are entitled to vote as a separate class
         pursuant to Section 33-361 of the Connecticut General Statutes:
   <TABLE>
   <S>                   <C>               <C>             <C> 
   Number of Shares      Total Voting    Vote Required    Vote Favoring
   Entitled to Vote         Power         for Adoption      Adoption
   ----------------       ------------     -------------    -------------
        113,952            113,952          56,977           61,199
    </TABLE>
    
         Dated at Hartford, Connecticut this 14th day of May, 1986.
    
         We hereby declare, under the penalty of false statement that the
   statements made in the foregoing certificate are true.
    
                                             ______________________________
                                             Victor H. Frauenhofer
                                             President
    
                                             ______________________________
                                             Reginald L. Babcock
                                             Secretary
    
   Filed State of Connecticut May 16, 1986, Secretary of State
                                  -3-
     
    
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 144 of 194
    
    VOL 101          858
     
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         8.00%    $3.125          227,904        -0-           -0-  
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         8.00%    $3.125            3,244        -0-           -0-  
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>        <C>       <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         8.00%    $3.125          224,660        -0-           -0-  
   ----------------------------------------------------------------------------
   </TABLE> 
   See Page 2 for continuation of listings.
    
   Dated at Hartford Connecticut this 31st day of December, 1986.
    
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true.
    
   ---------------------------------   --------------------------------------
   Alexander J. Kennedy                Reginald L. Babcock
   Vice President                      Secretary
    
   Filed State of Connecticut March 5, 1987, Secretary of State.
    
    
    
    <PAGE>
                                                         Exhibit 3(i)
                                                         Page 145 of 194
    
                             859
    
                                      (FORM)                                   
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
                                                                but unissued
   ----------------------------------------------------------------------------
   PFD         6% Ser A $100                375         -0-           -0- 
   PFD         6% Ser B $100              5,611         -0-           -0- 
   PFD    undesignated  $100                -0-         -0-       394,014 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>    <C>           <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
                                                                but unissued
   ----------------------------------------------------------------------------
   PFD         6% Ser A $100                375         -0-           -0- 
   PFD         6% Ser B $100                366         -0-           -0- 
   PFD    undesignated  $100                -0-         -0-       132,352 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>    <C>           <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         6% Ser A $100                -0-         -0-           -0- 
   PFD         6% Ser B $100              5,245         -0-           -0- 
   PFD    undesignated  $100                -0-         -0-       261,662 
    
   ----------------------------------------------------------------------------
   </TABLE>
     
   NOTE:  The 400,000 shares of $100 Par Series Preferred Stock referenced in
   the amendment to the Company's Certificate of Incorporation filed with the
   Office of the Secretary of the State on May 16, 1986 consisted of 375
   shares of the 6.00% Series A Preferred Stock, 5,611 shares of 6.00% Series
   B Preferred Stock and 394,014 shares of authorized but undesignated and
   unissued shares.
    
    <PAGE>
   Exhibit 3(i)
   Page 146 of 194
    
                                        (FORM)                                 
     
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
                                                                but unissued
   ----------------------------------------------------------------------------
   PFD         8%       $3.125          224,660         -0-           -0- 
   PFD         6% Ser B $100              5,245         -0-           -0- 
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
                                                                but unissued
   ----------------------------------------------------------------------------
   PFD         8%       $3.125              132         -0-           -0- 
   PFD         6% Ser B $100                 19         -0-           -0- 
    
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>         <C>      <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         8%       $3.125          224,528         -0-           -0- 
   PFD         6% Ser B $100              5,226         -0-           -0- 
    
   ----------------------------------------------------------------------------
   </TABLE>
   Dated at Hartford, Connecticut this 19th day of April, 1988.  We hereby
   declare, under the penalties of false statement that the statements made in
   the foregoing certificate are true.
    
   ---------------------------------   --------------------------------------
   Frank H. Livingston                 Reginald L. Babcock
   Vice President                      Assistant Secretary
    
     FILED                             Certified Copy to 
   STATE OF CONNECTICUT                Murtha Cullina et al
   May 12, 1988                        CityPlace
   Julia H. Tashjian                   Hartford, Ct. 06103
    
    
    
    <PAGE>
                                                         Exhibit 3(i)
                                                         Page 147 of 194
     
                        CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION 
   BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
    
         1.  The name of the corporation is CONNECTICUT NATURAL GAS
   CORPORATION.
    
         2.  The following amendment resolutions were adopted by the Board of
   Directors and the Shareholders of Connecticut Natural Gas Corporation in
   the manner prescribed by subsection (b) of Section 33-360 of the
   Connecticut General Statutes:
    
               (a)  RESOLVED:  That the Charter of Connecticut Natural Gas
   Corporation be amended to provide that the authorized common stock of the
   Corporation shall consist of the following:
    
               20,000,000 shares of common stock having a par value of $3.125
               per share, known and designated as the "Common Stock".
    
               (b)  RESOLVED:  That the Charter of Connecticut Natural Gas
   Corporation be amended to provide that the authorized $3.125 Par Preferred
   Stock of the Corporation shall consist of the following:
    
               1,000,000 shares of preferred stock having a par value of
               $3.125 per share, known and designated as the "$3.125 Par
               Preferred Stock",
    
               (i)  said $3.125 Par Preferred Stock to be entitled to receive
         out of the net profits of the Corporation cumulative dividends at the
         rate of eight percent (8%) per annum, payable in quarterly
         installments of two percent (2%), to be paid thereon before any
         dividends are payable upon the Common Stock of the Corporation,
    
               (ii)  said $3.125 Par Preferred Stock in the event of
         liquidation of the Corporation or distribution of its assets to be
         preferred as to the entire assets to the amount of $6.25 per share,
         and
    
               (iii)  all shares of Common Stock and $3.125 Par Preferred
         Stock shall have equal voting rights.
    
               (c)  RESOLVED:  That the Charter of Connecticut Natural Gas
   Corporation be amended to provide that the authorized $100 Par Serial
   Preferred Stock shall consist of the following:
    
               10,000,000 shares of preferred stock having a par value of $100
         per share, known and designated as the "$100 Par Serial Preferred
         Stock",
    
    
    
    
    
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 148 of 194
    
    
               (i)  said $100 Par Serial Preferred Stock to be on a parity
         with respect to dividends and liquidation with the $3.125 Par
         Preferred Stock,
    
               (ii)  the Board of Directors is authorized to issue, from time
         to time, all such shares of $100 Par Serial Preferred Stock and, to
         the extent permitted by law, to fix and determine the terms,
         limitations and (except that no amount payable on liquidation shall
         exceed the then applicable call price) relative rights and
         preferences of such stock, including, without limitation, the
         conditions under which they shall be entitled to voting rights and
         the extent thereof, to divide such shares into series and, to the
         extent permitted by law, to fix and determine the variations among
         series.
    
         3.  The foregoing charter amendments shall be completely effective
   according to their terms upon the filing of this Certificate with the
   office of the Secretary of State.
    
         4.  The above resolutions were adopted by the Board of Directors and
   by shareholders.
    
         5.  On the date the above resolutions were adopted by the
   Corporation's shareholders, the Corporation had at least one hundred
   recordholders as defined in subsection (a) of Section 33-311a of the
   Connecticut General Statutes.
    
         6.  Vote of shareholders:
    
               (a)  As to the amendment set forth in Paragraph 2(a), above:
    
               Common Stock and $3.125 Par Preferred Stock, voting as a single
         class in accordance with the voting rights of such classes contained
         in the charter of the Corporation:
   <TABLE>
   <S>                   <C>               <C>              <C> 
   Number of Shares      Total Voting    Vote Required    Vote Favoring
   Entitled to Vote         Power         for Adoption      Adoption
   ----------------       ------------     -------------    -------------
      7,786,696           7,786,696         3,893,349       5,261,034
   </TABLE> 
         Common Stock, $3.125 par value, as to matters upon which the holdres
         of Common Stock are entitled to vote as a separate class pursuant to
         Section 33-361 of the Connecticut General Statutes:
    
                                    -2-
    
    
    
          
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                         Exhibit 3(i)
                                                         Page 149 of 194
   <TABLE>
   <S>                     <C>             <C>              <C>  
   Number of Shares        Total Voting      Vote Required     Vote Favoring
   Entitled to Vote            Power          for Adoption        Adoption
   ----------------        ---------------     -------------     -------------
      7,562,168              7,562,168        3,781,085          5,109,007
   </TABLE> 
         (b)  As to the amendment set forth in Paragraph 2(b), above:
    
         Common Stock and $3.125 Par Preferred Stock, voting as a single class
         in accordance with the voting rights of such classes contained in the
         charter of the corporation:
   <TABLE>
   <S>                      <C>                <C>               <C> 
   Number of Shares        Total Voting      Vote Required     Vote Favoring
   Entitled to Vote            Power          for Adoption        Adoption
   ----------------         ------------       -------------     -------------
      7,786,696              7,786,696        3,893,349          4,562,001
   </TABLE> 
         $3.125 Par Preferred Stock, as to matters upon which the holders of
         $3.125 Par Preferred Stock are entitled to vote as a separate class
         pursuant to Section 33-361 of the Connecticut General Statutes:
   <TABLE>
   <S>                      <C>                <C>               <C> 
   Number of Shares        Total Voting      Vote Required     Vote Favoring
   Entitled to Vote            Power          for Adoption        Adoption
   ----------------         ------------       -------------     -------------
        224,528                224,528          112,265            152,027
   </TABLE> 
         (c)  As to the amendment set forth in Paragraph 2(c), above:
    
         Common Stock and $3.125 Par Preferred Stock, voting as a single class
         in accordance with the voting rights of such classes contained in the
         charter of the Corporation:
   <TABLE>
   <S>                      <C>                <C>               <C> 
   Number of Shares        Total Voting      Vote Required     Vote Favoring
   Entitled to Vote            Power          for Adoption        Adoption
   ----------------         ------------       -------------     -------------
      7,786,696              7,786,696        3,893,349          4,471,732
   </TABLE> 
         $100 Par Serial Preferred Stock, as to matters upon which the holders
         of $100 Par Serial Preferred Stock are entitled to vote as a separate
         class pursuant to Section 33-361 of the Connecticut General Statutes:
   <TABLE>
   <S>                      <C>                <C>               <C> 
   Number of Shares        Total Voting      Vote Required     Vote Favoring
   Entitled to Vote            Power          for Adoption        Adoption
   ----------------         ------------       -------------     -------------
          5,145                  5,145            2,573              2,793
   </TABLE>  
    
                                   -3- <PAGE>
    Exhibit 3(i)
   Page 150 of 194
    
         Dated at Hartford, Connecticut this 26th day of April, 1988.
    
         We hereby declare, under the penalties of false statement that the
   statements made in the foregoing certificate are true.
                                             s/Victor H. Frauenhofer           
                                             ______________________________
                                                   Victor H. Frauenhofer
                                                         President
    
    
    
                                             s/Reginald L. Babcock
                                             ______________________________
                                                   Reginald L. Babcock
                                                         Secretary
    
    
    
    
    
    
    
    
    
     
    
    
    
    
    
    
    
    
    
    
     
    
    
    
    
                                       -4-
     <PAGE>
                                                               Exhibit 3(i)
                                                               Page 151 of 194 
                                       (FORM)                                  
    
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
                              SECRETARY OF THE STATE                           
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
                                                                but unissued
   ----------------------------------------------------------------------------
   Pfd.        8.00%    $3.125          224,528         -0-         775,472
   Pfd.        6.00%    $100              5,226         -0-       9,994,774
             series B
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
                                                                but unissued
   ----------------------------------------------------------------------------
   Pfd.        8.00%    $3.125            1,392         -0-            1,392
   Pfd.        6.00%    $100                131         -0-              131
             series B
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized for
    Class      Series    Par            Outstanding  Treasury   cancellation on
   ----------------------------------------------------------------------------
   PFD         8.00%    $3.125          223,136         -0-          774,080
   PFD         6.00%    $100              5,095         -0-        9,994,643
             series B
   ----------------------------------------------------------------------------
   </TABLE>   
   Note:  Authorized at 4/26/88 Annual Meeting:
          Pfd. 8.00% $3.125  1,000,000
          Pfd. 6.00% $100   10,000,000
    
   Dated at Hartford, Connecticut this 28th day of February, 1989.  We hereby
   declare, under the penalties of false statement that the statements made in
   the foregoing certificate are true. 
    
   /s/ A.J. Kennedy                    /s/ R.L. Babcock
   ---------------------------------   --------------------------------------
   Alexander J. Kennedy                Reginald L. Babcock
   Vice President                      Assistant Secretary
   <TABLE>
   <S>                                 <C>          <C>                   <C>
                                       Filing Fee       Certification Fee   Total Fees
                                       $9, 25 exp   |  $ 12, 25 exp       |$71 
   </TABLE>
     FILED                             Certified Copy to 
   STATE OF CONNECTICUT                Recd/cc
   AUG 16, 3:00PM '89                  Lynn C. Blackwell, Esq.
   Julia H. Tashjian                   Hartford, Ct. 06103
   SECRETARY OF THE STATE              P.O. Box 1500, Htfd CT 06144-1500
    <PAGE>
   Exhibit 3(i)
   Page 152 of 194
    
    
    
   STATE OF CONNECTICUT                   )
                                          )  SS:  HARTFORD 
   OFFICE OF THE SECRETARY OF THE STATE   )
    
   I hereby certify that this is a true copy of record in this office.
   In testimony whereof, I have hereunto set my hand, and affixed the Seal of
   said State, at Hartford, this 17th day of August A.D. 1989 
   _________________________________________
   Julia J. Tashjian
   SECRETARY OF THE STATE
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 153 of 194 
    
                                        (FORM)                                 
     
   CERTIFICATE OF STOCK CORPORATION    CANCELLATION OF SHARES
    
                               STATE OF CONNECTICUT                            
    
                              SECRETARY OF THE STATE                           
    
    
   1.    The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
   2.    CANCELLATION OF SHARES
   <TABLE>
   <CAPTION>
   ---------------------------------------------------------------------------
         a.  before cancellation
    
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized (For
    Class      Series    Par            Outstanding  Treasury   cancellation only)
   ----------------------------------------------------------------------------
   Pfd         8.00%    $3.125          223,136          0       *  775,472
   Pfd         6.00%    $100              5,095          0       *9,994,774
             series B
    
   ----------------------------------------------------------------------------
   </TABLE>
         b.  Shares being cancelled
   <TABLE>
   <CAPTION> 
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>      <C>         <C>             <C>          <C>        <C>
                                        Issued and              Authorized (For
    Class      Series    Par            Outstanding  Treasury   cancellation only)
   ----------------------------------------------------------------------------
   Pfd         8.00%    $3.125           58,827          0                 0
   Pfd         6.00%    $100                  0          0                 0
             series B
   ----------------------------------------------------------------------------
   </TABLE>
         c.  after cancellation
   <TABLE> 
   <CAPTION>
        DESIGNATION OF SHARES                     NUMBER OF SHARES
   <S>       <C>        <C>             <C>          <C>        <C>
                                        Issued and              Authorized (For
    Class      Series    Par            Outstanding  Treasury   cancellation only)
   ----------------------------------------------------------------------------
   Pfd         8.00%    $3.125          164,309         -0-          775,472
   Pfd         6.00%    $100              5,095         -0-        9,994,774
             series B
   ----------------------------------------------------------------------------
   </TABLE>   
   *Authorized shares after cancellation on 2/28/89 Certificate were
   erroneously reduced by the number of shares cancelled.  This certificate
   shows the correct number of Authorized shares for both classes.
    
   Dated at Hartford, Connecticut this 19th day of March, 1990.  We hereby
   declare, under the penalties of false statement that the statements made in
   the foregoing certificate are true.
   ----------------------------------------------------------------------------
   Vice President                      Secretary
   Alexander J. Kennedy                Reginald L. Babcock
   ----------------------------------------------------------------------------
   /s/ Alexander J. Kennedy           /s/ R.L. Babcock
   ----------------------------------------------------------------------------
   <TABLE>
   <S>                                 <C>          <C>                   <C>
                                       Filing Fee       Certification Fee   Total Fees
                                       $9           |  $ 12,              |$71 
   </TABLE>
     FILED                                           50exp.
   STATE OF CONNECTICUT                Recd/cc
   MAR 23, 3:00PM '90                  Lynn C. Blackwell c/o CNG
   Julia H. Tashjian                   P.O. Box 1500, Htfd, CT 06144-1500
   SECRETARY OF THE STATE              
    <PAGE>
   Exhibit 3(i)
   Page 154 of 194
    
    
    
   STATE OF CONNECTICUT                 )
                                        )  SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE )
    
   I hereby certify that this is a true copy of record in this office.
   In testimony whereof, I have hereunto set my hand, and affixed the Seal of
   said State, at Hartford, this 26th day of March A.D. 1990 
    
   _________________________________________
   Julia J. Tashjian
   SECRETARY OF THE STATE
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 155 of 194
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 4/89
   Stock Corporation
    
                             STATE OF CONNECTICUT
                            SECRETARY OF THE STATE
                             30 TRINITY STREET
                             HARTFORD, CT 06106    
   ---------------------------------------------------------------------------
   1.  Name of Corporation
       Connecticut Natural Gas Corporation
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   |X| A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   | | B.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-
           362(c).
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(d).
    
         (set forth here the resolution of amendment and/or restatement.  Use
         a 8 1/2 X 11 attached sheet if more space if needed)
     
         A copy of the resolution of amendment is attached hereto as Exhibit
         A.
              See Attached Resolution.
    
   | | D.  Restated and superseded pursuant to Conn. Gen. Stat. section 33-
           362(d).
         (set forth here the resolution of amendment and/or restatement.  Use
         a 8 1/2 X 11 attached sheet if more space if needed).
    
   (If 2A is checked, go to 5 to complete this certificate.  If 2B or 2C is
   checked, complete 3A or 3B.  If 2D is checked, complete 4.)
    
   3.  (Check one)
   | | A.      This certificate purports merely to restate but not to change
               the provisions of the original Certificate of Incorporation as
               supplemented and amended to date, and there is no discrepancy
               between the provisions of the original Certificate of
               Incorporation as supplemented and amended to date, and the
               provisions of this Restated Certificate of Incorporation.  (If
               3A is checked, go to 5 to complete this certificate).
    
   | | B.      This Restated Certificate of Incorporation shall give effect to
               the amendment(s) and purports to restate all those provisions
               now in effect not being amended by such amendment(s).  (If 3B
               is checked, check 4, if true, and go to 5 to complete this
               Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 156 of 194
    
   5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C) 
    
   |X| A.      By the board of directors and shareholders, pursuant to Conn.
               Gen. Stat. section 33-360.  Vote of Shareholders: (Check (i) or
               (ii), and check (iii) if applicable.)
         (i)  |X|    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption 4,254,228  Vote Favoring Adoption
         5,997,420
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed).
    
         (iii) |X|   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
    
   | | B.      By the board of directors acting alone, pursuant to Conn. Gen.
               Stat. section 33-360(b)(2).
         The number of affirmative votes required to adopt such resolution is: 
         ________
         The number of directors' votes in favor of the resolution was:
         _______________
     
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <TABLE>
   <S>                   <C>                         <C>                 <C>
         (Print or Type)             Signature          Print or Type         Signature
   ---------------------------------------------------------------------------------------
   Name of Pres.         |                           |Name of Sec.       |
   Victor H. Frauenhofer |/s/Victor H. Frauenhofer   |Reginald L. Babcock|/s/R. L. Babcock
   ---------------------------------------------------------------------------------------
    
   | | C.      The corporation does not have any shareholders.  The resolution
               was adopted by vote of at least two-thirds of the incorporators
               before the organization meeting of the corporation, and
               approved in writing by all subscribers (if any) for shares of
               the corporation.  
    
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   
</TABLE>
<TABLE>
   <S>                     <C>                          <C>
   ---------------------------------------------------------------------------------------
   Signed                  |Signed                      |Signed             
   ---------------------------------------------------------------------------------------
   ---------------------------------------------------------------------------------------
   Signed                  |Signed                      |Signed             
   ---------------------------------------------------------------------------------------
   </TABLE>
    
     Dated at Hartford, Connecticut this 26th day of April, 1990
    
                      Approved by all subscribers, if none, so state: _____
                    (Use an 8 1/2 X 11 attached sheet if more space is needed)
     
                                             Rec, CC, GS: (Type or Print
                                             D.S. Shimkus
                                             Murtha, Cullina, Richter & Pinney
                                             CityPlace P.O. Box 3197
                                             Hartford, CT 06103 
                                             ----------------------------
                                      Please provide filer's name and complete
                                                  address for mailing receipt
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 157 of 194 
                                   EXHIBIT A 
    
    
         RESOLVED:  That the Charter of Connecticut Natural Gas Corporation be
   amended by the addition thereto of the following Director Liability
   Limitation Amendment, subject to the approval of the Company's shareholders
   entitled to vote thereon:
    
                        "DIRECTOR LIABILITY LIMITATION AMENDMENT  
    
               The personal liability of a director to the Company or its
         shareholders for monetary damages for breach of duty as a director
         shall be limited to an amount equal to the amount of compensation
         received by the director for serving the Company during the calendar
         year in which the violation occurred (and if the director received no
         such compensation from the Company during the calendar year of the
         violation, such director shall have no liability to the Company or
         its shareholders for breach of duty) if such breach did not:
    
               (A)  involve a knowing and culpable violation of law by the
         director;
    
               (B)  enable the director or an Associate, as defined in
         subdivision (3) of Section 33-374d of the Connecticut Stock
         Corporation Act as in effect at the time of the violation, to receive
         an improper personal economic gain;
    
               (C)  show a lack of good faith and a conscious disregard for
         the duty of the director to the Company under circumstances in which
         the director was aware that his conduct or omission created an
         unjustifiable risk of serious injury to the Company;
    
               (D)  constitute a sustained and unexcused pattern of
         inattention that amounted to an abdication of the director's duty to
         the Company; or
    
               (E)  create liability under Section 33-321 of the Connecticut
         Stock Corporation Act as in effect at the time of the violation.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 158 of 194
    
    
    
               Any repeal or modification of this Director Liability
         Limitation Amendment shall not adversely affect any right or
         protection of a director of the Company existing at the time of such
         repeal or modification.
    
               The effective date of the provisions of this Director Liability
         Limitation Amendment shall be the date of filing with the Secretary
         of State of the State of Connecticut of the Certificate of Amendment
         which contains this Director Liability Limitation Amendment.
    
               Nothing contained in this Director Liability Limitation
         Amendment shall be construed to deny to the directors of the Company
         any of the benefits provided by subsection (e) of Section 33-313 of
         the Connecticut Stock Corporation Act, as in effect at the time of
         the violation."
    
         RESOLVED:  That the preceding Director Liability Limitation Amendment
   be submitted for approval, as required by statute, to the shareholders of
   the Company entitled to vote thereon at the 1990 Annual Meeting of
   Shareholders.
    
         RESOLVED:  That the proper officers of the Company be, and each of
   them hereby is, authorized, empowered and directed to cause an appropriate
   discussion concerning said Director Liability Limitation Amendment to be
   prepared and included as part of the proxy material for said Annual
   Meeting.
    
         RESOLVED:  That the proper officers of the Company be, and each of
   them hereby is, authorized and empowered to prepare, execute, and file all
   such documents as they shall deem necessary or appropriate in order to
   effectuate the foregoing amendment of the Charter of the Company, in
   accordance with the provisions or intent of the foregoing resolutions. 
    
    
    
    
    
    
    
    
    
    
    
    
    
                                          -2-
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                         Exhibit 3(i)
                                                         Page 159 of 194     
                                     (FORM)
    
   CONFIRMATION OF FILING
   AND RECEIPT OF FEES
    
                                STATE OF CONNECTICUT
                          OFFICE OF THE SECRETARY OF THE STATE
                  30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
    
   ---------------------------------------------------------------------------
   Name of Corporation
    
   CONNECTICUT NATURAL GAS CORPORATION
   <TABLE>
   <S>                                       <C>                <C> 
   ---------------------------------------------------------------------------  
         Document Filed                      Filing Date        Total Fees Paid
         
   AMENDING CERTIFICATE OF INCORPORATION      20/JUN/1990         $70.00  
   ---------------------------------------------------------------------------
   </TABLE>
    
   The information shown above pertains to documents filed in this office on
   account of the corporation indicated.  The filing date is the date endorsed
   on the document pursuant to Section 33-285 or 33-422 of the Connecticut
   General Statutes.
    
   Any questions regarding the filing should be addressed to:
   CORPORATIONS DIVISION, SECRETARY OF STATE'S OFFICE, 30 TRINITY STREET,
   HARTFORD, CONNECTICUT 06106
    
    
   (Mail Label)
   MURTHA, CULLINA, RICHTER & PINNEY
   DANA SHIMKUS
   185 ASYLUM STREET
   HARTFORD, CT 06103
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 160 of 194
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 9/90                            052903A003 10/02/91R#37010
   Stock Corporation                          052903A003 10/02/91R#37100  
    
                                 STATE OF CONNECTICUT
                                SECRETARY OF THE STATE
                                  30 TRINITY STREET
                                 HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation (Please enter name within lines)
       Connecticut Natural Gas Corporation
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   | | A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   |X| B.  Amended only, to cancel authorized shares (state number of shares
           to be cancelled, the class, the series, if any, and the par value, 
   P.A. 90-107.)
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
   | | D.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-
           362(c).
   | | E.  Restated and superseded pursuant to Conn. Gen. Stat. section 33-
           362(d).
    
   Set forth here the resolution of amendment and/or restatement.  Use an 8
   1/2 X 11 attached sheet if more space if needed.  Conn. Gen. Stat. section
   1-9.
    
    (see attached)
    
         Cerfification:  Resolution of Amendment  Attachment I
    
         Statement of Authorized Shares  Attachment II
    
   (If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C
   or 2D is
   checked, complete 3A or 3B.  If 2E is checked, complete 4.)
    
   3.  (Check one)
   | | A.      This certificate purports merely to restate but not to change
               the provisions of the original Certificate of Incorporation as
               supplemented and amended to date, and there is no discrepancy
               between the provisions of the original Certificate of
               Incorporation as supplemented and amended to date, and the
               provisions of this Restated Certificate of Incorporation.  (If
               3A is checked, go to 5 & 6 to complete this certificate.).
    
   | | B.      This Restated Certificate of Incorporation shall give effect to
               the amendment(s) and purports to restate all those provisions
               now in effect not being amended by such amendment(s).  (If 3B
               is checked, check 4, if true, and go to 5 & 6 to complete this
               Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.
    
    
    
    
    
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 161 of 194 
    
   5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C)
   | | A.      By the board of directors and shareholders, pursuant to Conn.
               Gen. Stat. section 33-360.  Vote of Shareholders: (Check (i) or
               (ii), and check (iii) if applicable.)
         (i)  | |    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption ________   Vote Favoring Adoption ________
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed.  Conn. Gen. Stat. section 1-9.)
    
         (iii) | |   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
    
   |X| B.      By the board of directors acting alone, pursuant to Conn. Gen.
               Stat. section 33-360(b)(2) or 33-362(a).
         The number of affirmative votes required to adopt such resolution is:
         ___9____
         The number of directors's votes in favor of the resolution was:
         _______13______
     
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <TABLE>
   <S>                   <C>                       <C>                  <C>
         (Print or Type)             Signature          Print or Type         Signature
   ---------------------------------------------------------------------------------------
   Name of Pres.         |                         | Name of Assn't Sec.| 
   Victor H. Frauenhofer |/s/ Victor H. Frauenhofer| Lynn C. Blackwell  |/s/Lynn C.Blackwell
   -------------------------------------------------------------------------------------------
   </TABLE>
    
   | | C.      The corporation does not have any shareholders.  The resolution
               was adopted by vote of at least two-thirds of the incorporators
               before the organization meeting of the corporation, and
               approved in writing by all subscribers for shares of the
               corporation.  If there are no subscribers, state NONE below.
    
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   <TABLE>
   <S>                     <C>                          <C>
   -------------------------------------------------------------------------------------------
   Signed Incorporator     |Signed Incorporator         |Signed Incorporator
   -------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------
   Signed Subscriber       |Signed Subscriber           |Signed Subscriber  
   -------------------------------------------------------------------------------------------
   </TABLE>
     (Use an 8 1/2 X 11 attached sheet if more space is needed.  Conn. Gen.    
       Stat. section 1-9)
    
   6.  Dated at Hartford, Connecticut this 1st day of October, 1991
    
   FILED                                 Lynn Blackwell
   STATE OF CONNECTICUT                  Connecticut Natural Gas Corporation
   OCT 2 1991                            P.O. Box 1500
   Pauline R. Kezer                      Hartford, CT 06144-1500
   SECRETARY OF THE STATE                ----------------------------
   By __10___Time  12P.M.             Please provide filer's name and complete
                                           address for mailing receipt
     
    
    <PAGE>
   Exhibit 3(i)
   Page 162 of 194
    
                                             Attachment I to Certificate
                                             Amending Certificate of
                                             Incorporation to Cancel Shares 
                                             pursuant to P.A. 90-107
    
                                    CERTIFICATION
    
   I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
   Corporation, hereby certify that the Resolution set forth below is a full,
   true and correct copy of a Resolution duly adopted by the Board of
   Directors of Connecticut Natural Gas Corporation at a duly constituted
   meeting on September 24, 1991, that said resolution appears in the minutes
   of said meeting, and that the same has not been rescinded or modified and
   is now in full force and effect.
     
   RESOLVED:   That the cancellation from time to time of those shares of the
               Corporation's $3.125 Par Preferred Stock and shares of $100 Par
               Serial Preferred Stock which were redeemed, repurchased or
               otherwise reacquired by the Corporation on or before December
               31, 1989 be and it hereby is approved, ratified and confirmed;
               and that the filing from time to time by officers of the
               Company of certificates for the cancellation of said shares
               with the Office of the Secretary of State be and hereby is
               approved, ratified and confirmed; and that the proper officers
               of the Corporation be, and they hereby are, authorized and
               directed to prepare and file with the Office of the Secretary
               of the State an amendment to the certificate of incorporation
               to reduce the authorized shares of the Corporation in
               connection with such cancellations.
    
   RESOLVED:   That those shares of the Corporation;s $3.125 Par Preferred
               Stock and $100 Par Serial Preferred Stock which have been
               redeemed, repurchased or otherwise reacquired by the
               Corporation after December 31, 1989 through December 31, 1990
               be and they hereby are cancelled; and that the certificate of
               incorporation of the Corporation be amended to reflect that the
               total number of shares of the Corporation's $3.125 Par
               Preferred Stock and $100 Par Serial Preferred Stock, after
               giving effect to all cancellations of such shares, is as
               follows:
    
               $3.125 Par Preferred Stock -      937,443 shares
               $100 Par Serial Preferred Stock - 9,999,867 shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 163 of 194
    
    
   CERTIFICATION
   September 26, 1991
   Page Two
    
    
    
               and that the officers of the Corporation be and they hereby are
               authorized to file with the Office of the Secretary of State a
               certificate of amendment to the certificate of incorporation of
               the Corporation reflecting that such redeemed, repurchased or
               otherwise reacquired shares have been cancelled and indicating
               the total number of shares which remain authorized to be issued
               following such cancellation, as set forth above.
    
    
   DATED this 26th day of September 1991,
    
                                       __________________________________
                                       Lynn C. Blackwell
                                       Assistant Secretary
    
   (SEAL)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
    
   Exhibit 3(i)
   Page 164 of 194
                                                   ATTACHMENT 2 TO CERTIFICATE
                                                   AMENDING CERTIFICATE OF
                                                   INCORPORATION
                                                   TO CANCEL SHARES PURSUANT
                                                   TO P.A. 90-107
    
                         CONNECTICUT NATURAL GAS CORPORATION 
                           STATEMENT OF AUTHORIZED SHARES 
   I.    NUMBER OF SHARES AUTHORIZED AFTER ALL CANCELLATION CERTIFICATES FILED
   <TABLE>
   <S>              <C>           <C>                  <C> 
   Class            Series          Par                Authorized
   ________________________________________________________________ 
   Preferred        8.00%         $3.125                   939,781
    
   Preferred        6.00%         $100                   9,999,869
   </TABLE> 
                                 *Number of Shares Authorized After Giving
                                 Effect to All Cancellations Made Effective by
                                 the Filing of One or More Certificates of
                                 Cancellation Prior to the Effective Date of
                                 P.A. 90-107:
    
   II.  AUTHORIZED SHARES CANCELLED
        From December 31, 1989 through December 31, 1990
    
   <TABLE> 
   <S>              <C>           <C>       <C>        <C>
   Class            Series          Par     Cancelled  Authorized
   ________________________________________________________________ 
   Preferred        8.00%         $3.125      2,338        937,443
    
   Preferred        6.00%         $100            2      9,999,867
   </TABLE> 
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 165 of 194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   STATE OF CONNECTICUT                )
                                       )  SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE)
    
   I hereby certify that this is a true copy of record in this Office 
    
   In Testimony whereof, I have hereunto set my hand and affixed the seal of 
   said State, at Hartford this 3rd day of October, A.D. 1991
    
   Pauline R. Kezer
   ______________________
   Secretary of the State
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 166 of 194
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 9/90                            052903A003 10/02/91R#37010
   Stock Corporation                          052903A003 10/02/91R#37100  
    
                                STATE OF CONNECTICUT
                               SECRETARY OF THE STATE
                                  30 TRINITY STREET
                                 HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation (Please enter name within lines)
       Connecticut Natural Gas Corporation
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   | | A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   |X| B.  Amended only, to cancel authorized shares (state number of shares
           to be cancelled, the class, the series, if any, and the par value,
           P.A. 90-107.)
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
   | | D.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-
           362(c).
   | | E.  Restated and superseded pursuant to Conn. Gen. Stat. section 33-
           362(d).
    
         Set forth here the resolution of amendment and/or restatement.  Use
         an 8 1/2 X 11 attached sheet if more space if needed.  Conn. Gen.
         Stat. section 1-9.
    
         (SEE ATTACHED RESOLUTION)
    
   (If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C
   or 2D is checked, complete 3A or 3B.  If 2E is checked, complete 4.)
    
   3.  (Check one)
   | | A.      This certificate purports merely to restate but not to change
               the provisions of the original Certificate of Incorporation as
               supplemented and amended to date, and there is no discrepancy
               between the provisions of the original Certificate of
               Incorporation as supplemented and amended to date, and the
               provisions of this Restated Certificate of Incorporation.  (If
               3A is checked, go to 5 & 6 to complete this certificate.).
    
   | | B.      This Restated Certificate of Incorporation shall give effect to
               the amendment(s) and purports to restate all those provisions
               now in effect not being amended by such amendment(s).  (If 3B
               is checked, check 4, if true, and go to 5 & 6 to complete this
               Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.
    
    
    
    
    <PAGE>
                                                         Exhibit 3(i)
                                                         Page 167 of 194
    
    5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C)
   | | A.      By the board of directors and shareholders, pursuant to Conn.
               Gen. Stat. section 33-360.  Vote of Shareholders: (Check (i) or
               (ii), and check (iii) if applicable.)
         (i)  | |    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption ________   Vote Favoring Adoption ________
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed.  Conn. Gen. Stat. section 1-9.)
    
         (iii) | |   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
    
   |X| B.      By the board of directors acting alone, pursuant to Conn. Gen.
               Stat. section 33-360(b)(2) or 33-362(a).
         The number of affirmative votes required to adopt such resolution is: 
         ___9____
         The number of directors's votes in favor of the resolution was:    
         _______13______
     
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <TABLE>
   <S>                   <C>                       <C>                  <C>
         (Print or Type)             Signature          Print or Type         Signature
   ---------------------------------------------------------------------------------------
   Name of V. Pres.      |                         | Name of Assn't Sec.| 
   Reginald L. Babcock   |/s/ R. L. Babcock        | Lynn C. Blackwell  |/s/Lynn C.Blackwell
   -------------------------------------------------------------------------------------------
   </TABLE>
   | | C.      The corporation does not have any shareholders.  The resolution
               was adopted by vote of at least two-thirds of the incorporators
               before the organization meeting of the corporation, and
               approved in writing by all subscribers for shares of the
               corporation.  If there are no subscribers, state NONE below.
    
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   <TABLE>
   <S>                     <C>                          <C>
   -------------------------------------------------------------------------------------------
   Signed Incorporator     |Signed Incorporator         |Signed Incorporator
   -------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------
   Signed Subscriber       |Signed Subscriber           |Signed Subscriber  
   -------------------------------------------------------------------------------------------
   </TABLE>
     (Use an 8 1/2 X 11 attached sheet if more space is needed.  Conn. Gen.
      Stat. section 1-9)
    
   6.  Dated at Hartford, Connecticut this 26th day of November, 1991
    
   FILED                                   Lynn C. Blackwell
   STATE OF CONNECTICUT                    Connecticut Natural Gas Corporation
   NOV 27 1991                             P.O. Box 1500
   Pauline R. Kezer                        Hartford, CT 06144-1500
   SECRETARY OF THE STATE                  ----------------------------
                                      Please provide filer's name and complete
                                               address for mailing receipt
    
    
    
    
    
    
    
    
    
    
    <PAGE>
    <PAGE>
   Exhibit 3(i)
   Page 168 of 194
    
    
                                   CERTIFICATION
    
   I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
   Corporation, hereby certify that the Resolution set forth below is a full,
   true and correct copy of a Resolution duly adopted by the Board of
   Directors of Connecticut Natural Gas Corporation at a duly constituted
   meeting on November 26, 1991, that said resolution appears in the minutes
   of said meeting, and that the same has not been rescinded or modified and
   is now in full force and effect.
    
   PREFERRED STOCK
   --------------- 
   RESOLVED:   That those shares of the Corporation's $3.125 Par Preferred
               Stock and $100 Par Serial Preferred Stock which have been
               redeemed, repurchased or otherwise reacquired by the
               Corporation after December 31, 1990 through September 30, 1991
               be and they hereby are cancelled; and that the certificate of
               incorporation of the Corporation be amended to reflect that the
               total number of shares of the Corporation's $3.125 Par
               Preferred Stock and $100 Par Serial Preferred Stock, after
               giving effect to all cancellations of such shares, is as
               follows:
   <TABLE>
   <S>             <C>            <C>       <C>         <C> 
    Class            Series         Par     Cancelled    Authorized
   --------         --------      -------   ---------   ------------
   Preferred        8.00 %        $3.125        900        936,543
    
   Preferred        6.00 %         $100          65      9,999,802
   </TABLE>
     
   and that the officers of the Corporation be and they hereby are authorized
   to file with the Office of the Secretary of State a certificate of
   amendment to the certificate of incorporation of the Corporation reflecting
   that such redeemed, repurchased or otherwise reacquired shares have been
   cancelled and indicating the total number of shares which remain authorized
   to be issued following such cancellation, as set forth above.
    
    
   DATED this 26th day of November 1991,
    
                                       __________________________________
                                       Lynn C. Blackwell
                                       Assistant Secretary
    
   (SEAL)
    
    
    
    
    
    
    
    
    
    
    
    
    <PAGE>
                                                               Exhibit 3(i)
                                                               Page 169 of 194
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
   STATE OF CONNECTICUT                )
                                       )  SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE)
    
   I hereby certify that this is a true copy of record in this Office 
   In Testimony whereof, I have hereunto set my hand and affixed the seal of 
   said State, at Hartford this 29th day of November, A.D. 1991
    
   Pauline R. Kezer
   ______________________
   Secretary of the State
    
    
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)
   Page 170 of 194 
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 9/90                          206461A004 10/30/92R#37010  75.00
   Stock Corporation                        206461A004 10/30/92R#37100  50.00
    
                                STATE OF CONNECTICUT
                               SECRETARY OF THE STATE
                                 30 TRINITY STREET
                                 HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation (Please enter name within lines)
       Connecticut Natural Gas Corporation
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   | | A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   |X| B.  Amended only, to cancel authorized shares (state number of shares
           to be cancelled, the class, the series, if any, and the par value,
           P.A. 90-107.)
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
   | | D.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-
           362(c).
   | | E.  Restated and superseded pursuant to Conn. Gen. Stat. section 33- 
           362(d).
    
   Set forth here the resolution of amendment and/or restatement.  Use an 8
   1/2 X 11 attached sheet if more space if needed.  Conn. Gen. Stat. section
   1-9.
    
   See Attached Resolution.
    
   (SEAL OF THE STATE OF CONNECTICUT)
    
   (If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C
   or 2D is checked, complete 3A or 3B.  If 2E is checked, complete 4.)
    
   3.  (Check one)
   | | A.  This certificate purports merely to restate but not to change the
           provisions of the original Certificate of Incorporation as
           supplemented and amended to date, and there is no discrepancy
           between the provisions of the original Certificate of Incorporation
           as supplemented and amended to date, and the provisions of this
           Restated Certificate of Incorporation.  (If 3A is checked, go to 5 &
           6 to complete this certificate.).
    
   | | B.  This Restated Certificate of Incorporation shall give effect to the
           amendment(s) and purports to restate all those provisions now in
           effect not being amended by such amendment(s).  (If 3B is checked,
           check 4, if true, and go to 5 & 6 to complete this Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.
    
    
    
    
    
    <PAGE>
                                                                Exhibit 3(i)   
                                                                Page 171 of 194

   5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C)
                                                                    --- 
   | | A.  By the board of directors and shareholders, pursuant to Conn. Gen.
           Stat. section 33-360.  Vote of Shareholders: (Check (i) or (ii), and
           check (iii) if applicable.)
         (i)  | |    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption ________   Vote Favoring Adoption ________
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed.  Conn. Gen. Stat. section 1-9.)
    
         (iii) | |   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
    
   |X| B.  By the board of directors acting alone, pursuant to Conn. Gen. Stat.
           section 33-360(b)(2) or 33-362(a).
         The number of affirmative votes required to adopt such resolution is: 
         ___8____
         The number of directors' votes in favor of the resolution was:     
         _______10______
     
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <TABLE>
   <S>                     <C>                    <C>                    <C>
         (Print or Type)             Signature         (Print or Type)        Signature
   -------------------------------------------------------------------------------------------
   Name of V. Pres.        |                      | Name of Assn't Sec.  |
   Reginald L. Babcock     | /s/ R. L. Babcock    | Lynn C. Blackwell    |/s/Lynn C. Blackwell
   -------------------------------------------------------------------------------------------
   </TABLE>
    
   | | C.  The corporation does not have any shareholders.  The resolution was
           adopted by vote of at least two-thirds of the incorporators before
           the organization meeting of the corporation, and approved in writing
           by all subscribers for shares of the corporation.  If there are no
           subscribers, state NONE below.
                                             ----
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   <TABLE>
   <S>                     <C>                          <C>
   -------------------------------------------------------------------------------------------
   Signed Incorporator     |Signed Incorporator         |Signed Incorporator
   -------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------
   Signed Subscriber       |Signed Subscriber           |Signed Subscriber  
   -------------------------------------------------------------------------------------------
   </TABLE>
     (Use an 8 1/2 X 11 attached sheet if more space is needed.  Conn. Gen.
   Stat. section 1-9)
    
   6.  Dated at Hartford, Connecticut this 29th day of October, 1992
    
   FILED                                 Lynn C. Blackwell, Esq. 
   STATE OF CONNECTICUT                  Connecticut Natural Gas Corporation
   OCT 30 1992                           P.O. Box 1500
   Pauline R. Kezer                      Hartford, CT 06144-1500
   SECRETARY OF THE STATE                ----------------------------
   By __10___Time _3_P.M.             Please provide filer's name and complete
                                                  address for mailing receipt<PAGE>
   Exhibit 3(i)
   Page 172 of 194
   CONFIRMATION OF FILING               STATE OF CONNECTICUT            
   AND RECEIPT OF FEES        Office of the Secretary of the State
   61-304 REV. 2/89                  Commercial Recording Division
                           30 TRINITY STREET, HARTFORD, CONNECTICUT 06106 
    
   ---------------------------------------------------------------------------
   ---------------------------------------------------------------------------
   NAME OF CORPORATION
    
      CONNECTICUT NATURAL GAS CORPORATION
   <TABLE>
   <S>                                      <C> 
   ---------------------------------------------------------------------------
            DOCUMENT FILED                  |       FILING DATE        |      
   TOTAL FEES PAID
   ---------------------------------------------------------------------------
    
      AMEND CERTIFICATE OF INCORPORATION    |     30/OCT/1992          |    
   $125.00
   ---------------------------------------------------------------------------
   </TABLE>
    
   The information shown above pertains to documents filed in this office on
   account of the corporation indicated.  The filing date endorsed on the
   document pursuant to Section 33-285 or 33-422 of the Connecticut General
   Statutes.  Any questions regarding this filing should be addressed to :
                                 THE ABOVE ADDRESS
    
    _                                       _
   |                                         |
      LYNN C BLACKWELL ESQ
      CT NATURAL GAS CORP
      PO BOX 1500
      HARTFORD               CT        06144
   |_                                       _|
    <PAGE>
                                                                Exhibit 3(i)   
                                                                Page 173 of 194

                                  CERTIFICATION
     
   I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
   Corporation, hereby certify that the Resolution set forth below is a full,
   true and correct copy of a Resolution duly adopted by the Board of
   Directors of Connecticut Natural Gas Corporation at a duly constituted
   meeting on October 27, 1992, that said resolution appears in the minutes of
   said meeting, and that the same has not been rescinded or modified and is
   now in full force and effect.
    
   PREFERRED STOCK
   ---------------
    
   RESOLVED:   That those shares of the Corporation's $3.125 Par Preferred
               Stock and $100 Par Serial Preferred Stock which have been
               redeemed, repurchased or otherwise reacquired by the Corporation
               after September 30, 1991 through September 30, 1992 be and they
               hereby are cancelled; and that the certificate of incorporation
               of the Corporation be amended to reflect that the total number
               of shares of the Corporation's $3.125 Par Preferred Stock and
               $100 Par Serial Preferred Stock, after giving effect to all
               cancellations of such shares, is as follows:
   <TABLE>
   <S>              <C>          <C>             <C>               <C> 
   Class            Series         Par           Cancelled          Authorized
   -----            ------         ---           ---------          ----------
    
   Preferred        8.00%        $3.125            2,804              933,739
    
   Preferred        6.00%        $100                158            9,999,644
   </TABLE>
    
   (SEAL OF THE STATE OF CONNECTICUT)
    
               and that the officers of the corporation be and they hereby are
               authorized to file with the Office of the Secretary of State a
               certificate of amendment to the certificate of incorporation of
               the Corporation reflecting that such redeemed, repurchased or
               otherwise reacquired shares have been cancelled and indicating
               the total number of shares which remain authorized to be issued
               following such cancellation, as set forth above.
    
   DATED this 29th day of October, 1992,
    
    
                                       /s/Lynn C. Blackwell
                                       ---------------------------------
                                       Lynn C. Blackwell
                                       Assistant Secretary
    
    <PAGE>
   Exhibit 3(i)
   Page 174 of 194
   STATE OF CONNECTICUT                )
                                       ) SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE)
    
   I hereby certify that this is a true copy of record 
   in this Office
   In Testimony whereof, I have hereunto set my hand, 
   and affixed the Seal of said State, at Hartford,
   this 2nd day of Nov A.D. 1992
    
            Pauline R. Kezer
   ---------------------------------
        SECRETARY OF THE STATE
    
    <PAGE>
                                                                   Exhibit 3(i)
                                                                Page 175 of 194
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 9/90                          160330A002 10/27/93R#37010  75.00
   Stock Corporation                        160330A002 10/27/93R#37100  50.00
    
                                STATE OF CONNECTICUT
                               SECRETARY OF THE STATE
                                 30 TRINITY STREET
                                 HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation (Please enter name within lines)
       Connecticut Natural Gas Corporation
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   | | A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   |X| B.  Amended only, to cancel authorized shares (state number of shares
           to be cancelled, the class, the series, if any, and the par value,
           P.A. 90-107.)
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(a). 
   | | D.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-  
           362(c).
   | | E.  Restated and superseded pursuant to Conn. Gen. Stat. section 33- 
           362(d).
    
   Set forth here the resolution of amendment and/or restatement.  Use an 8
   1/2 X 11 attached sheet if more space if needed.  Conn. Gen. Stat. section
   1-9.
    
   See Attached Resolution.
    
   (SEAL OF THE STATE OF CONNECTICUT)
    
   (If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C
   or 2D is checked, complete 3A or 3B.  If 2E is checked, complete 4.)
    
   3.  (Check one)
   | | A.  This certificate purports merely to restate but not to change the
           provisions of the original Certificate of Incorporation as
           supplemented and amended to date, and there is no discrepancy
           between the provisions of the original Certificate of Incorporation
           as supplemented and amended to date, and the provisions of this
           Restated Certificate of Incorporation.  (If 3A is checked, go to 5 &
           6 to complete this certificate.).
    
   | | B.  This Restated Certificate of Incorporation shall give effect to the
           amendment(s) and purports to restate all those provisions now in
           effect not being amended by such amendment(s).  (If 3B is checked,
           check 4, if true, and go to 5 & 6 to complete this Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)   
   Page 176 of 194
    
   5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C)
                                                                    --- 
   | | A.  By the board of directors and shareholders, pursuant to Conn. Gen.
           Stat. section 33-360.  Vote of Shareholders: (Check (i) or (ii), and
           check (iii) if applicable.)
         (i)  | |    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption ________   Vote Favoring Adoption ________
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed.  Conn. Gen. Stat. section 1-9.)
    
         (iii) | |   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
    
   |X| B.  By the board of directors acting alone, pursuant to Conn. Gen. Stat.
           section 33-360(b)(2) or 33-362(a).
         The number of affirmative votes required to adopt such resolution is: 
         ___8____
         The number of directors' votes in favor of the resolution was:
         _______12______
     
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <TABLE>
   <S>                     <C>                    <C>                    <C>
         (Print or Type)             Signature         (Print or Type)        Signature
   -------------------------------------------------------------------------------------------
   Name of V. Pres.        |                      | Name of Assn't Sec.  |
   Reginald L. Babcock     | /s/ R. L. Babcock    | Lynn C. Blackwell    |/s/Lynn C. Blackwell
   -------------------------------------------------------------------------------------------
   </TABLE>
    
   | | C.  The corporation does not have any shareholders.  The resolution was
           adopted by vote of at least two-thirds of the incorporators before
           the organization meeting of the corporation, and approved in writing
           by all subscribers for shares of the corporation.  If there are no
           subscribers, state NONE below.
                                             ----
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   <TABLE>
   <S>                     <C>                          <C>
   -------------------------------------------------------------------------------------------
   Signed Incorporator     |Signed Incorporator         |Signed Incorporator
   -------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------
   Signed Subscriber       |Signed Subscriber           |Signed Subscriber  
   -------------------------------------------------------------------------------------------
   </TABLE>
     (Use an 8 1/2 X 11 attached sheet if more space is needed.  Conn. Gen.
   Stat. section 1-9)
    
   6.  Dated at Hartford, Connecticut this 27th day of October, 1993
    
   FILED                                 Lynn C. Blackwell, Esq. 
   STATE OF CONNECTICUT    FF  50        Connecticut Natural Gas Corporation
   OCT 27 1993             1cc 25        P.O. Box 1500
   Pauline R. Kezer        Exp 50        Hartford, CT 06144-1500
   SECRETARY OF THE STATE  ------        ----------------------------
   By _M.S.__Time _3_P.M.  $125.00    Please provide filer's name and complete
                                                  address for mailing receipt
     <PAGE>
                                                                Exhibit 3(i)   
                                                                Page 177 of 194

                                  CERTIFICATION
     
   I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
   Corporation, hereby certify that the Resolution set forth below is a full,
   true and correct copy of a Resolution duly adopted by the Board of
   Directors of Connecticut Natural Gas Corporation at a duly constituted
   meeting on October 26, 1993, that said resolution appears in the minutes of
   said meeting, and that the same has not been rescinded or modified and is
   now in full force and effect.
    
   PREFERRED STOCK
   ---------------
    
   RESOLVED:         That those shares of the Corporation's $3.125 Par
                     Preferred Stock and $100 Par Serial Preferred Stock which
                     have been redeemed, repurchased or otherwise reacquired
                     by the Corporation after September 30, 1992 through
                     September 30, 1993 be and they hereby are cancelled; and
                     that the certificate of incorporation of the Corporation
                     be amended to reflect that the total number of shares of
                     the Corporation's $3.125 Par Preferred Stock and $100 Par
                     Serial Preferred Stock, after giving effect to all
                     cancellations of such shares, is as follows:
    
   <TABLE>
   <S>              <C>          <C>             <C>                <C>
   Class            Series         Par           Cancelled          Authorized
   -----            ------         ---           ---------          ----------
    
   Preferred        8.00%        $3.125            6,052              927,687
    
   Preferred        6.00%        $100               -0-             9,999,644
   </TABLE>
    
   (SEAL OF THE STATE OF CONNECTICUT)
    
         and that the officers of the corporation be and they hereby are
         authorized to file with the Office of the Secretary of State a
         certificate of amendment to the certificate of incorporation of the
         Corporation reflecting that such redeemed, repurchased or otherwise
         reacquired shares have been cancelled and indicating the total number
         of shares which remain authorized to be issued following such
         cancellation, as set forth above.
    
   DATED this 27th day of October, 1993,
    
    
                                       /s/Lynn C. Blackwell
                                       ---------------------------------
                                       Lynn C. Blackwell
                                       Assistant Secretary
    (SEAL)
    <PAGE>
   Exhibit 3(i)
   Page 178 of 194
    
   STATE OF CONNECTICUT                )
                                       ) SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE)
    
   I hereby certify that this is a true copy of record 
   in this Office
   In Testimony whereof, I have hereunto set my hand, 
   and affixed the Seal of said State, at Hartford,
   this 28th day of October A.D. 1993
    
            Pauline R. Kezer
   ---------------------------------
        SECRETARY OF THE STATE
    
    <PAGE>
                                                                   Exhibit 3(i)
                                                                Page 179 of 194
   CONFIRMATION OF FILING               STATE OF CONNECTICUT            
   AND RECEIPT OF FEES        Office of the Secretary of the State
   61-304 REV. 2/89                  Commercial Recording Division
                           30 TRINITY STREET, HARTFORD, CONNECTICUT 06106   
    
   ---------------------------------------------------------------------------
   NAME OF CORPORATION
    
      CONNECTICUT NATURAL GAS CORPORATION
   <TABLE>
   <S>                             <C>                      <C> 
   ---------------------------------------------------------------------------
            DOCUMENT FILED         |       FILING DATE      |  TOTAL FEES PAID
   ---------------------------------------------------------------------------
    
   SHARES AMENDMENTS               |     27/OCT/1993        |     $125.00
   ---------------------------------------------------------------------------
   </TABLE>
    
   The information shown above pertains to documents filed in this office on
   account of the corporation indicated.  The filing date endorsed on the
   document pursuant to Section 33-285 or 33-422 of the Connecticut General
   Statutes.  Any questions regarding this filing should be addressed to :
                                 THE ABOVE ADDRESS
    
    _                                       _
   |                                         |
      LYNN C BLACKWELL ESQ
      CT NATURAL GAS CORP
      PO BOX 1500
      HARTFORD               CT        06144
   |_                                       _|
    <PAGE>
   Exhibit 3(i)
   Page 180 of 194
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 9/90                          
   Stock Corporation                        
    
                                STATE OF CONNECTICUT
                               SECRETARY OF THE STATE
                                 30 TRINITY STREET
                                 HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation (Please enter name within lines)
       CONNECTICUT NATURAL GAS CORPORATION
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   | | A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   |X| B.  Amended only, to cancel authorized shares (state number of shares
           to be cancelled, the class, the series, if any, and the par value,
           P.A. 90-107.)
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
   | | D.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-
           362(c).
   | | E.  Restated and superseded pursuant to Conn. Gen. Stat. section 33- 
           362(d).
    
   Set forth here the resolution of amendment and/or restatement.  Use an 8
   1/2 X 11 attached sheet if more space if needed.  Conn. Gen. Stat. section
   1-9.
    
                                           See Attached
    
   (SEAL OF THE STATE OF CONNECTICUT)
    
   (If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C
   or 2D is checked, complete 3A or 3B.  If 2E is checked, complete 4.)
    
   3.  (Check one)
   | | A.  This certificate purports merely to restate but not to change the
           provisions of the original Certificate of Incorporation as
           supplemented and amended to date, and there is no discrepancy
           between the provisions of the original Certificate of Incorporation
           as supplemented and amended to date, and the provisions of this
           Restated Certificate of Incorporation.  (If 3A is checked, go to 5 &
           6 to complete this certificate.).
    
   | | B.  This Restated Certificate of Incorporation shall give effect to the
           amendment(s) and purports to restate all those provisions now in
           effect not being amended by such amendment(s).  (If 3B is checked,
           check 4, if true, and go to 5 & 6 to complete this Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.
    
    
    
    
    
    <PAGE>
                                                                Exhibit 3(i)   
                                                                Page 181 of 194

    
   5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C)
                                                                    --- 
   | | A.  By the board of directors and shareholders, pursuant to Conn. Gen.
           Stat. section 33-360.  Vote of Shareholders: (Check (i) or (ii), and
           check (iii) if applicable.)
         (i)  | |    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption ________   Vote Favoring Adoption ________
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed.  Conn. Gen. Stat. section 1-9.)
    
         (iii) | |   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
     
   |X| B.  By the board of directors acting alone, pursuant to Conn. Gen. Stat.
           section 33-360(b)(2) or 33-362(a).
         The number of affirmative votes required to adopt such resolution is: 
         ___8____
         The number of directors' votes in favor of the resolution was:     
         _______11______
     
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <TABLE>
   <S>                     <C>                    <C>                    <C>
         (Print or Type)             Signature         (Print or Type)        Signature
   -------------------------------------------------------------------------------------------
   Name of V. Pres.        |                      | Name of Assn't Sec.  |
   Reginald L. Babcock     | /s/ R. L. Babcock    | Lynn C. Blackwell    |/s/Lynn C. Blackwell
   -------------------------------------------------------------------------------------------
   </TABLE>
    
   | | C.  The corporation does not have any shareholders.  The resolution was
           adopted by vote of at least two-thirds of the incorporators before
           the organization meeting of the corporation, and approved in writing
           by all subscribers for shares of the corporation.  If there are no
           subscribers, state NONE below.
                                             ----
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   <TABLE>
   <S>                     <C>                          <C>
   -------------------------------------------------------------------------------------------
   Signed Incorporator     |Signed Incorporator         |Signed Incorporator
   -------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------
   Signed Subscriber       |Signed Subscriber           |Signed Subscriber  
   -------------------------------------------------------------------------------------------
   </TABLE>
     (Use an 8 1/2 X 11 attached sheet if more space is needed.  Conn. Gen.
   Stat. section 1-9)
    
   6.  Dated at Hartford, Connecticut this 4th day of November, 1994
     
   FILED                                 LYNN C. BLACKWELL 
   STATE OF CONNECTICUT    25 cc         CONNECTICUT NATURAL GAS CORPORATION
   NOV 14 1994             50 FF         P.O. BOX 1500
   Pauline R. Kezer        50 EXP        HARTFORD, CT 06144-1500
   SECRETARY OF THE STATE  ------        ----------------------------
   By SML__Time _9_A.M.  $125.00     Please provide filer's name and complete
                                                  address for mailing receipt
    <PAGE>
   Exhibit 3(i)   
   Page 182 of 194
    
                                  CERTIFICATION
     
   I, Reginald L. Babcock, Secretary of Connecticut Natural Gas Corporation,
   hereby certify that the Resolution set forth below is a full, true and
   correct copy of a Resolution duly adopted by the Board of Directors of
   Connecticut Natural Gas Corporation at a duty constituted meeting on
   October 25, 1994, that said Resolution appears in the minutes of said
   meeting, and that the same has not rescinded or modified and is now in full
   force and effect.
    
   PREFERRED STOCK
   ---------------
    
   RESOLVED:         That those shares of the Corporation's $3.125 Par
                     Preferred Stock and $100 Par Serial Preferred Stock which
                     have been redeemed, repurchased or otherwise reacquired
                     by the Corporation after September 30, 1993 through
                     September 30, 1994 be and they hereby are cancelled; and
                     that the certificate of incorporation of the Corporation
                     be amended to reflect that the total number of shares of
                     the Corporation's $3.125 Par Preferred Stock and $100 Par
                     Serial Preferred Stock, after giving effect to all
                     cancellations of such shares, is as follows:
   <TABLE>
   <S>              <C>          <C>             <C>                <C>
   Class            Series         Par           Cancelled          Authorized
   -----            ------         ---           ---------          ----------
    
   Preferred        8.00%        $3.125           10,735              916,952
    
   Preferred        6.00%        $100                9              9,999,635
   </TABLE>
    
     
         and that the officers of the corporation be and they hereby are
         authorized to file with the Office of the Secretary of State a
         certificate of amendment to the certificate of incorporation of the
         Corporation reflecting that such redeemed, repurchased or otherwise
         reacquired shares have been cancelled and indicating the total number
         of shares which remain authorized to be issued following such
         cancellation, as set forth above.
    
   DATED this 25th day of October, 1994,
    
    (SEAL OF STATE OF CONNECTICUT)
                                       /s/Reginald L. Babcock
                                       ---------------------------------
                                       Reginald L. Babcock
                                       Secretary
    (SEAL)
    (CNG SEAL)
    
    <PAGE>
                                                                   Exhibit 3(i)
                                                                Page 183 of 194
    
    
   (Back side of Certification)
    
   STATE OF CONNECTICUT                )
                                       ) SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE)
    
   I hereby certify that this is a true copy of record 
   in this Office
   In Testimony whereof, I have hereunto set my hand, 
   and affixed the Seal of said State, at Hartford,
   this 14th day of November A.D. 1994
    
            Pauline R. Kezer
   ---------------------------------
        SECRETARY OF THE STATE
    <PAGE>
   Exhibit 3(i)
   Page 184 of 194
    
   CONFIRMATION OF FILING               STATE OF CONNECTICUT            
   AND RECEIPT OF FEES        Office of the Secretary of the State
   61-304 REV. 2/89                  Commercial Recording Division
                           30 TRINITY STREET, HARTFORD, CONNECTICUT 06106   
    
   ---------------------------------------------------------------------------
   NAME OF CORPORATION
    
      CONNECTICUT NATURAL GAS CORPORATION
   <TABLE>
   <S>                             <S>                      <S> 
   ---------------------------------------------------------------------------
            DOCUMENT FILED         |       FILING DATE      |  TOTAL FEES PAID
   ---------------------------------------------------------------------------
    
   SHARES AMENDMENTS               |     14/NOV/1994        |     $125.00
   ---------------------------------------------------------------------------
   </TABLE>
    
   The information shown above pertains to documents filed in this office on
   account of the corporation indicated.  The filing date endorsed on the
   document pursuant to Section 33-285 or 33-422 of the Connecticut General
   Statutes.  Any questions regarding this filing should be addressed to :
                                 THE ABOVE ADDRESS
    
    _                                       _
   |                                         |
      LYNN C BLACKWELL ESQ
      CT NATURAL GAS CORP
      PO BOX 1500
      HARTFORD               CT        06144
   |_                                       _|
    <PAGE>
                                                                   Exhibit 3(i)
                                                                Page 185 of 194
    
                                 FILING #0001569474 PG 01 OF 03 VOL B-00036
                                       FILED 11/06/1995 12:31 PM PAGE 01916
                                             SECRETARY OF THE STATE
                                       CONNECTICUT SECRETARY OF THE STATE
    
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 9/90                          
   Stock Corporation                        
    
                                STATE OF CONNECTICUT
                               SECRETARY OF THE STATE
                                 30 TRINITY STREET
                                 HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation (Please enter name within lines)
       Connecticut Natural Gas Corporation
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   | | A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   |X| B.  Amended only, to cancel authorized shares (state number of shares
           to be cancelled, the class, the series, if any, and the par value,
           P.A. 90-107.)
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
   | | D.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-
           362(c).
   | | E.  Restated and superseded pursuant to Conn. Gen. Stat. section 33- 
           362(d).
    
   Set forth here the resolution of amendment and/or restatement.  Use an 8
   1/2 X 11 attached sheet if more space if needed.  Conn. Gen. Stat. section
   1-9.
    
               SEE ATTACHED RESOLUTION   
    
   (SEAL OF THE STATE OF CONNECTICUT)
    
   (If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C
   or 2D is checked, complete 3A or 3B.  If 2E is checked, complete 4.)
    
   3.  (Check one)
   | | A.  This certificate purports merely to restate but not to change the
           provisions of the original Certificate of Incorporation as
           supplemented and amended to date, and there is no discrepancy
           between the provisions of the original Certificate of Incorporation
           as supplemented and amended to date, and the provisions of this
           Restated Certificate of Incorporation.  (If 3A is checked, go to 5 &
           6 to complete this certificate.).
    
   | | B.  This Restated Certificate of Incorporation shall give effect to the
           amendment(s) and purports to restate all those provisions now in
           effect not being amended by such amendment(s).  (If 3B is checked,
           check 4, if true, and go to 5 & 6 to complete this Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.<PAGE>
    
    
    
    
    
    <PAGE>
   Exhibit 3(i)   
   Page 186 of 194
    
                           FILING #0001569474 PG 02 OF 03 VOL B-00036
                                 FILED 11/06/1995 12:31 PM PAGE 01917
                                       SECRETARY OF THE STATE
                                 CONNECTICUT SECRETARY OF THE STATE
     
    
   5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C)
                                                                    --- 
   | | A.  By the board of directors and shareholders, pursuant to Conn. Gen.
           Stat. section 33-360.  Vote of Shareholders: (Check (i) or (ii), and
           check (iii) if applicable.)
         (i)  | |    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption ________   Vote Favoring Adoption ________
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed.  Conn. Gen. Stat. section 1-9.)
    
         (iii) | |   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
     
   |X| B.  By the board of directors acting alone, pursuant to Conn. Gen. Stat.
           section 33-360(b)(2) or 33-362(a).
     The number of affirmative votes required to adopt such resolution is: _8_
     The number of directors' votes in favor of the resolution was: _10_
     
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <TABLE>
   <S>                     <C>                    <C>                    <C>
         (Print or Type)             Signature         (Print or Type)        Signature
   -------------------------------------------------------------------------------------------
   Name of V. Pres.        |                      | Name of Assn't Sec.  |
   Reginald L. Babcock     | /s/ R. L. Babcock    | Lynn C. Blackwell    |/s/Lynn C. Blackwell
   -------------------------------------------------------------------------------------------
   </TABLE>
   | | C.  The corporation does not have any shareholders.  The resolution was
           adopted by vote of at least two-thirds of the incorporators before
           the organization meeting of the corporation, and approved in writing
           by all subscribers for shares of the corporation.  If there are no
           subscribers, state NONE below.
                                             ----
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   <TABLE>
   <S>                     <S>                          <C>
   -------------------------------------------------------------------------------------------
   Signed Incorporator     |Signed Incorporator         |Signed Incorporator
   -------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------
   Signed Subscriber       |Signed Subscriber           |Signed Subscriber  
   -------------------------------------------------------------------------------------------
   /TABLE
<PAGE>
     (Use an 8 1/2 X 11 attached sheet if more space is needed.  Conn. Gen.
   Stat. section 1-9)
     
   6.  Dated at _____________________ this _______ day of __________, 19___
      
                                         Connecticut Natural Gas Corporation
                                         c/o Claudia J. Triggs
                                         P.O. Box 1500
                                         Hartford, CT 06144-1500
                                         ----------------------------
                                     Please provide filer's name and complete
                                                  address for mailing receipt <PAGE>
                                                                Exhibit 3(i)   
                                                                Page 187 of 194
     
                           FILING #0001569474 PG 03 OF 03 VOL B-00036
                                 FILED 11/06/1995 12:31 PM PAGE 01918
                                       SECRETARY OF THE STATE
                                 CONNECTICUT SECRETARY OF THE STATE
    
    
                                  CERTIFICATION
     
   I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
   Corporation hereby certify that the Resolution set forth below is a full,
   true and correct copy of a Resolution duly adopted by the Board of
   Directors of Connecticut Natural Gas Corporation at a duly constituted
   meeting on October 24, 1995, that said Resolution appears in the minutes of
   said meeting, and that the same has not rescinded or modified and is now in
   full force and effect.
    
    
     RESOLVED:  That those shares of the Corporation's $3.125 Par Preferred
   Stock and $100 Par Serial Preferred Stock which have been redeemed,
   repurchased or otherwise reacquired by the Corporation after September 30,
   1994 through September 30, 1995 be and they hereby are cancelled; and that
   the certificate of incorporation of the Corporation be amended to reflect
   that the total number of shares of the Corporation's $3.125 Par Preferred
   Stock and $100 Par Serial Preferred Stock, after giving effect to all
   cancellations of such shares, is as follows:
   <TABLE>
   <S>              <C>          <C>             <C>               <C> 
   Class            Series         Par           Cancelled          Authorized
   -----            ------         ---           ---------          ----------
    
   Preferred        8.00%        $3.125           1,748              915,204
    
   Preferred        6.00%        $100                1              9,999,634
   </TABLE> 
     
   and that the officers of the corporation be and they hereby are authorized
   to file with the Office of the Secretary of State a certificate of
   amendment to the certificate of incorporation of the Corporation reflecting
   that such redeemed, repurchased or otherwise reacquired shares have been
   cancelled and indicating the total number of shares which remain authorized
   to be issued following such cancellation, as set forth above.
    
   DATED this 31st day of October, 1995,
    
    (SEAL OF STATE OF CONNECTICUT)
                                       /s/Lynn C. Blackwell
                                       ---------------------------------
                                       Lynn C. Blackwell
                                       Assistant Secretary
    (SEAL)
    (CNG SEAL)
    
    <PAGE>
   Exhibit 3(i)
   Page 188 of 194
    
     
   (Back side of Certification)
    
   STATE OF CONNECTICUT                )
                                       ) SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE)
    
   I hereby certify that this is a true copy of record 
   in this Office
   In Testimony whereof, I have hereunto set my hand, 
   and affixed the Seal of said State, at Hartford,
   this 7th day of November A.D. 1995
                                 SML
            Miles S. Rapoport
   ---------------------------------
        SECRETARY OF THE STATE
     <PAGE>
                                                                   Exhibit 3(i)
                                                                Page 189 of 194
     
                                 SECRETARY OF THE STATE
                                 30 TRINITY STREET
                                 P.O. BOX 150470
                                 HARTFORD, CT 06115-0470
     
   NOVEMBER 7,1995  
    
     
               CLAUDIA J. TRIGGS
               P.O. BOX 1500
               HARTFORD, CT 06144-1500
     
   RE:  Acceptance of Business Filing
     
   This letter is to confirm the acceptance of a filing for the following
   business:
    
   CONNECTICUT NATURAL GAS CORPORATION
    
   Work Order Number: 1995127472-001
   Business Filing Number: 0001569474
   Type of Request: CERTIFICATE OF AMENDMENT
   Date Accepted: NOV 06 1995
   Time Accepted: 12:31 PM
   Work Order Payment Received: .00
   Payment Received: 75.00
   Account Balance: .00
   Customer Id: 087079
   Business Id: 0115039
    
    
    
   If applicable for this type of request, a summary of the business
   information we have on record is enclosed.
    
   If you would like copies of this filing you must complete a Request for
   Corporate Copies and submit it with the appropriate fee.
    
   Commercial Recording Division
   SUSAN LOGATTO
    <PAGE>
   Exhibit 3(i)
   Page 190 of 194
     
                                 FILING #0001654320 PG 01 OF 03 VOL B-00087
                                       FILED 11/12/1996 11:52 AM PAGE 02228
                                             SECRETARY OF THE STATE
                                       CONNECTICUT SECRETARY OF THE STATE
    
    
   CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
   61-38 REV. 9/90                          
   Stock Corporation                        
    
                                STATE OF CONNECTICUT
                               SECRETARY OF THE STATE
                                 30 TRINITY STREET
                                 HARTFORD, CT 06106 
   ---------------------------------------------------------------------------
   1.  Name of Corporation (Please enter name within lines)
       Connecticut Natural Gas Corporation
   ---------------------------------------------------------------------------
    
   2.  The Certificate of Incorporation is:  (Check one)
   | | A.  Amended only, pursuant to Conn. Gen. Stat. section 33-360.
   |X| B.  Amended only, to cancel authorized shares (state number of shares
           to be cancelled, the class, the series, if any, and the par value,
           P.A. 90-107.)
   | | C.  Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
   | | D.  Amended and restated, pursuant to Conn. Gen. Stat. section 33-
           362(c).
   | | E.  Restated and superseded pursuant to Conn. Gen. Stat. section 33- 
           362(d).
    
   Set forth here the resolution of amendment and/or restatement.  Use an 8
   1/2 X 11 attached sheet if more space if needed.  Conn. Gen. Stat. section
   1-9.
    
               SEE ATTACHED RESOLUTION   
    
   (SEAL OF THE STATE OF CONNECTICUT)
    
   (If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C
   or 2D is checked, complete 3A or 3B.  If 2E is checked, complete 4.)
    
   3.  (Check one)
   | | A.  This certificate purports merely to restate but not to change the
           provisions of the original Certificate of Incorporation as
           supplemented and amended to date, and there is no discrepancy
           between the provisions of the original Certificate of Incorporation
           as supplemented and amended to date, and the provisions of this
           Restated Certificate of Incorporation.  (If 3A is checked, go to 5 &
           6 to complete this certificate.).
    
   | | B.  This Restated Certificate of Incorporation shall give effect to the
           amendment(s) and purports to restate all those provisions now in
           effect not being amended by such amendment(s).  (If 3B is checked,
           check 4, if true, and go to 5 & 6 to complete this Certificate.)
    
   4.  (Check, if true)
   | |   This restated Certificate of Incorporation was adopted by the
         greatest vote which would have been required to amend any provision
         of the Certificate of Incorporation as in effect before such vote and
         supersedes such Certificate of Incorporation.<PAGE>
    
    
    
    
    
    <PAGE>
                                                                Exhibit 3(i)   
                                                                Page 191 of 194
    
                           FILING #0001654320 PG 02 OF 03 VOL B-00087
                                 FILED 11/12/1996 11:52 AM PAGE 02229
                                       SECRETARY OF THE STATE
                                 CONNECTICUT SECRETARY OF THE STATE
    
   5.  The manner of adopting the resolution was as follows: (Check one A, or
   B, or C)
                                                                    --- 
   | | A.  By the board of directors and shareholders, pursuant to Conn. Gen.
           Stat. section 33-360.  Vote of Shareholders: (Check (i) or (ii), and
           check (iii) if applicable.)
         (i)  | |    No shares are required to be voted as a class; the
                     shareholder's vote was as follows:
         Vote Required for Adoption ________   Vote Favoring Adoption ________
    
         (ii) | |    There are shares of more than one class entitled to vote
                     as a class.  The designation of each class required for
                     adoption of the resolution and the vote of each class in
                     favor of adoption were as follows:
                     (Use an 8 1/2 X 11 attached sheet if more space is
                     needed.  Conn. Gen. Stat. section 1-9.)
    
         (iii) | |   Check here if the corporation has 100 or more
                     recordholders, as defined in Conn. Gen. Stat. section 33-
                     311a(a).
     
   |X| B.  By the board of directors acting alone, pursuant to Conn. Gen. Stat.
           section 33-360(b)(2) or 33-362(a).
     The number of affirmative votes required to adopt such resolution is: _8_
     The number of directors' votes in favor of the resolution was: _11_
   <TABLE>
   <CAPTION>
   We hereby declare, under the penalties of false statement, that the
   statements made in the foregoing certificate are true:
   <S>                     <C>                    <C>                    <C>
         (Print or Type)             Signature         (Print or Type)        Signature
   -------------------------------------------------------------------------------------------
   Name of V. Pres.        |                      | Name of Assn't Sec.  |
   Reginald L. Babcock     | /s/ R. L. Babcock    | Lynn C. Blackwell    |/s/Lynn C. Blackwell
   -------------------------------------------------------------------------------------------
   </TABLE> 
   | | C.  The corporation does not have any shareholders.  The resolution was
           adopted by vote of at least two-thirds of the incorporators before
           the organization meeting of the corporation, and approved in writing
           by all subscribers for shares of the corporation.  If there are no
           subscribers, state NONE below.
                                             ----
   We (at least two-thirds of the incorporators) hereby declare, under the
   penalties of false statement, that the statements made in the foregoing
   certificate are true.
   <TABLE>
   <S>                     <C>                          <C>
   -------------------------------------------------------------------------------------------
   Signed Incorporator     |Signed Incorporator         |Signed Incorporator
   -------------------------------------------------------------------------------------------
   -------------------------------------------------------------------------------------------
   Signed Subscriber       |Signed Subscriber           |Signed Subscriber  
   -------------------------------------------------------------------------------------------
   </TABLE>
     (Use an 8 1/2 X 11 attached sheet if more space is needed.  Conn. Gen.<PAGE>
   Stat. section 1-9)
     
   6.  Dated at ____Hartford_________ this __7th__ day of __November_, _1996_
      
                                         Connecticut Natural Gas Corporation
                                         c/o Claudia J. Triggs
                                         P.O. Box 1500
                                         Hartford, CT 06144-1500
                                         ----------------------------
                                     Please provide filer's name and complete
                                                  address for mailing receipt
    <PAGE>
                                                                Exhibit 3(i)   
                                                                Page 192 of 194
     
                           FILING #0001654320 PG 03 OF 03 VOL B-00087
                                 FILED 11/12/1996 11:52 AM PAGE 02230
                                       SECRETARY OF THE STATE
                                 CONNECTICUT SECRETARY OF THE STATE
    
    
                                  CERTIFICATION
     
   I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
   Corporation hereby certify that the Resolution set forth below is a full,
   true and correct copy of a Resolution duly adopted by the Board of
   Directors of Connecticut Natural Gas Corporation at a duly constituted
   meeting on October 22, 1996, that said Resolution appears in the minutes of
   said meeting, and that the same has not rescinded or modified and is now in
   full force and effect.
    
    
     RESOLVED:  That those shares of the Corporation's $3.125 Par Preferred
   Stock and $100 Par Serial Preferred Stock which have been redeemed,
   repurchased or otherwise reacquired by the Corporation after September 30,
   1995 through September 30, 1996 be and they hereby are cancelled; and that
   the certificate of incorporation of the Corporation be amended to reflect
   that the total number of shares of the Corporation's $3.125 Par Preferred
   Stock and $100 Par Serial Preferred Stock, after giving effect to all
   cancellations of such shares, is as follows:

   <TABLE> 
   <S>              <C>          <C>             <C>               <C>
   Class            Series         Par           Cancelled          Authorized
   -----            ------         ---           ---------          ----------
    
   Preferred        8.00%        $3.125           1,372               913,832
    
   Preferred        6.00%        $100                 3             9,999,631
    
   </TABLE>
      
   and that the officers of the corporation be and they hereby are authorized
   to file with the Office of the Secretary of State a certificate of
   amendment to the certificate of incorporation of the Corporation reflecting
   that such redeemed, repurchased or otherwise reacquired shares have been
   cancelled and indicating the total number of shares which remain authorized
   to be issued following such cancellation, as set forth above.
    
   DATED this 7th day of November, 1996,
    
    (SEAL OF STATE OF CONNECTICUT)
                                       /s/Lynn C. Blackwell
                                       ---------------------------------
                                       Lynn C. Blackwell
                                       Assistant Secretary
    (SEAL)
    (CNG SEAL)
    
    <PAGE>
   Exhibit 3(i)
   Page 193 of 194
    
     
   (Back side of Certification)
    
   STATE OF CONNECTICUT                )
                                       ) SS. HARTFORD
   OFFICE OF THE SECRETARY OF THE STATE)
    
   I hereby certify that this is a true copy of record 
   in this Office
   In Testimony whereof, I have hereunto set my hand, 
   and affixed the Seal of said State, at Hartford,
   this 12th day of November A.D. 1996
                                 AL
            Miles S. Rapoport
   ---------------------------------
        SECRETARY OF THE STATE
     <PAGE>
                                                                   Exhibit 3(i)
                                                                Page 194 of 194
     
                                 SECRETARY OF THE STATE
                                 30 TRINITY STREET
                                 P.O. BOX 150470
                                 HARTFORD, CT 06115-0470
     
   NOVEMBER 13, 1996  
    
     
               CLAUDIA J. TRIGGS
               CONNECTICUT NATURAL GAS CORPORATION
               P.O. BOX 1500
               HARTFORD, CT 06144-1500
     
   RE:  Acceptance of Business Filing
     
   This letter is to confirm the acceptance of a filing for the following
   business:
    
   CONNECTICUT NATURAL GAS CORPORATION
    
   Work Order Number: 1996159548-002
   Business Filing Number: 0001654320
   Type of Request: CERTIFICATE OF AMENDMENT
   Date Accepted: NOV 12 1996
   Time Accepted: 11:52 AM
   Work Order Payment Received: .00
   Payment Received: 75.00
   Account Balance: .00
   Customer Id: 198523
   Business Id: 0115039
    
    
    
   If applicable for this type of request, a summary of the business
   information we have on record is enclosed.
    
   If you would like copies of this filing you must complete a Request for
   Corporate Copies and submit it with the appropriate fee.
    
   Commercial Recording Division
   ATIYA LANZA
    <PAGE>