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                                                                    Exhibit 3(e)
                             ALABAMA GAS CORPORATION

                                     BY-LAWS
                        As Amended Through July 22, 1998

                                    ARTICLE I

         SECTION 1. The annual meeting, for the purpose of electing Directors
and transacting any other proper business, shall be held at 10:00 A.M. on the
fourth Wednesday in January of each year, if not a legal holiday, and if a legal
holiday then on the first succeeding business day not a legal holiday, or at
such other date and time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting. Special meetings may be
held, and shall be called by the Secretary, whenever directed by the Chairman of
the Board or the President or whenever requested by a majority of the directors,
either by vote at a meeting or in writing.

         SECTION 2. At least ten days before each annual and each special
meeting and in any event such number of days as will conform with any statutory
requirement, the Secretary shall mail or cause to be mailed to each stockholder
entitled to vote at the meeting, at his address appearing on the books of the
corporation, a notice which shall state the time and the place of the meeting,
and, in the case of a special meeting, shall state also the objects or purposes
of the meeting.

         SECTION 3. All meetings of the stockholders, including meetings for the
election of directors, shall be held at the principal office of the corporation
in the City of Birmingham, Alabama.

         SECTION 4. Prior to each meeting of stockholders, the Board of
Directors shall either fix a period of not less than ten days preceding the day
of the meeting during which the stock transfer books shall be closed, or fix a
date not less than ten days preceding the day of the meeting as a record date
for the determination of the stockholders entitled to notice of and to vote at
such meeting, and when a record date shall have been so fixed, only stockholders
of record on such date shall be entitled to notice of and to vote at such
meeting.

         SECTION 5. Stockholders may vote in person or by proxy. The vote of
stockholders for the election of directors, or upon any question before a
meeting, need not be by ballot except when required by statute or demanded by a
stockholder of record entitled to vote at the meeting; when so required or
demanded, the vote shall be by ballot. All questions shall be decided by the
vote of a majority of the shares voting on the question, except where otherwise
required by statute or by the Certificate of Incorporation, as now or hereafter
amended.

         SECTION 6. The Chairman of the Board, and in his absence, the
President, or in the absence of both, the Executive Vice President, shall call
meetings of stockholders to order and act as Chairman of such meeting. In the
absence of all these officers the Board of Directors shall appoint a chairman of
the meeting, but if the Board shall not make such appointment, then, any
stockholder or the proxy of any stockholder may call the meeting to order, and a
chairman shall be elected.

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         SECTION 7. The Secretary or any Assistant Secretary may act as
Secretary of any meeting of stockholders; but the Board of Directors before the
meeting may designate any person to act as secretary thereof, and if no such
designation shall have been made, then the Chairman of the meeting may appoint
any person to act as secretary thereof.

         SECTION 8. At each meeting of the stockholders at which the voting
shall be by ballot, the voting shall be conducted and all questions touching the
qualifications of the voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by one judge. Such judge may be an officer
of the corporation and may be appointed before the meeting by the board of
directors, but if no such appointment shall have been made, then by the Chairman
of the meeting; and if for any reason any judge previously appointed shall fail
to attend, or refuse or be unable to serve, then a judge to act in his place
shall be appointed by the Chairman of the meeting. No such judge need be a
stockholder.

         SECTION 9. At each meeting of stockholders, except as otherwise
provided by statute or by the Certificate of Incorporation or an amendment
thereof, the holders of a majority of all of the stock which at the time shall
be entitled to vote, present in person or represented by proxy, shall be
requisite for the transaction of business and shall constitute a quorum. A
meeting of the stockholders may be adjourned to any day, and from time to time,
as such meeting shall determine, whether or not a quorum be present The time and
place to which an adjournment is taken shall be publicly announced at the
meeting, and no further notice thereof shall be necessary.

                                   ARTICLE II

                               Board of Directors

         SECTION 1. The general management of the property, business and affairs
of the Corporation shall be vested in a Board of Directors, eleven in number,
who shall hold office until the next annual meeting of the stockholders and
until others are duly chosen in their place and shall have qualified.

         SECTION 2. The Board of Directors may provide for stated meetings at
regular intervals to be held pursuant to a standing resolution of the Board. No
notice of such meetings need be given. Special meetings of the Board may be
called upon written instructions signed by the Chairman of the Board, the
President or a Vice President, or at least two of the directors, and delivered
to the Secretary of the Corporation, stating the time and place thereof. The
Secretary shall give, or cause to be given, notice of the time and place of
holding each special meeting by mailing the same at least thirty-six (36) hours
before the meeting or by causing the same to be transmitted by telephone, cable
or wire message at least twenty-four (24) hours before the meeting to each
director to his address on file with the Secretary of the Company.

         The directors may hold their meetings at such place or places, either
within or without the State of Alabama, as the board shall designate from time
to time.




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         SECTION 3. A majority of the directors shall constitute a quorum for
the transaction of business at meetings of the board. Subject to the provisions
of the Certificate of Incorporation, as amended, vacancies in the board shall be
filled by a majority of the directors then in office. A majority of the
directors present at any meeting may adjourn the meeting until a later day or
hour, or sine die, whether or not a quorum be present. A minute of such
adjournment shall be entered on the records by the Secretary, and no further
notice thereof shall be necessary.

         SECTION 4. The Board of Directors may adopt such rules and regulations
for the conduct of its meetings and the management of the affairs of the
corporation as it may deem proper not inconsistent with these by-laws or the
certificate of incorporation and the amendments thereof.

         SECTION 5. The Board of Directors shall fix and authorize the payment
of compensation for all officers of the corporation, including such officers as
may be directors of the corporation, for services to the corporation; and shall
fix and authorize the payment of compensation and expenses to the directors for
services to the corporation, including fees and expenses for attendance at
meetings of the board, of the executive committee and of all other committees.

         SECTION 6. Each Director and officer, whether or not then in office,
shall be indemnified by the Corporation against all costs and expenses
reasonably incurred by or imposed upon him after February 28, 1949, in
connection with or resulting from any action, suit or proceeding to which he may
be made a party by reason of his being or having been a Director or officer of
the Corporation, except in relation to matters as to which a recovery shall be
had against him by reason of his having been finally adjudged in such action,
suit or proceeding to have been derelict in the performance of his duties as
such Director or officer.

         SECTION 7. The foregoing right to indemnity shall include reimbursement
of the amounts and expenses paid in settling any such action, suit or
proceeding, when settling appears to be in the interest of the Corporation, and
shall not be exclusive of other rights to which such Director or officer may be
entitled as a matter of law.

                                   ARTICLE III

                               Officers and Agents

         SECTION 1. The officers of this corporation shall consist of a Chairman
of the Board, a President, one or more Vice Presidents, a Secretary, and a
Treasurer. In addition, the Board of Directors of this corporation may, but
shall not be required to, elect one or more of the following: Executive Vice
President, Senior Vice President, Assistant Vice President, Assistant Secretary,
and Assistant Treasurer. In addition, the Board of Directors of this Corporation
may, but shall not be required to, elect a Controller. The Chairman of the Board
and the President shall be members of the Board of Directors; the other officers
may, but need not be Directors. The Chairman of the Board and the President may
be the same person, and the Secretary and Treasurer may be the same person; and
the Executive Vice President, a Senior Vice President, or a Vice President may
also hold the office of Secretary or Assistant Secretary or Treasurer or
Assistant Treasurer or Controller, provided, however, that the Chairman of the
Board may not also hold the offices of either Executive Vice President, Senior
Vice President, or Vice President; that the President may not also hold the
office of Executive Vice President, Senior Vice 

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President, or Vice President; and that an Executive Vice President, a Senior
Vice President, or a Vice President may not hold both the offices of Secretary
and Treasurer.

         Except where otherwise expressly provided in a written contract duly
authorized by the Board of Directors, all officers, agents and employees shall
be subject to removal at any time by the affirmative vote of a majority of the
Directors for the time being in office, and all officers, agents and employees
other than officers elected or appointed by the Board of Directors shall also be
subject to removal at any time by the officer appointing them.

         In addition to the powers and duties of the officers of the corporation
as set forth in these By-laws and except as otherwise provided in the
Certificate of Incorporation, they shall have such authority and shall perform
such duties as from time to time may be determined by the Board of Directors.

         SECTION 2. The Board of Directors shall by resolution duly adopted,
designate one of the executive officers of the corporation as the chief
executive officer of the corporation and the officer so designated by the Board
of Directors shall, subject to the control of the Board of Directors, have
general charge and control of the business and affairs of the corporation and
shall perform such other duties as may from time to time be assigned to him by
the Board of Directors. The designation by the Board of Directors of one of such
executive officers other than the Chairman of the Board as the chief executive
officer of the corporation shall not affect the duties required to be performed
by the Chairman of the Board of the corporation under the provisions of Sections
6 and 8 of Article I of these By-laws. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Directors at which he is present,
and shall perform such other duties as may, from time to time, be assigned to
him by the Board of Directors.

         SECTION 3. The President shall be the chief operating officer of the
corporation. He shall, from time to time, obtain information concerning the
affairs and business of the corporation and shall promptly lay such information
before the Board of Directors. He shall communicate to the Board of Directors
all matters presented by any officer of the corporation for its consideration
and shall, from time to time, communicate to the officers such action of the
Board of Directors as may, in his judgment, affect the performance of their
official duties. He shall have power to appoint and remove all servants, agents
and employees of the corporation (other than its officers), and shall perform
all such other duties as are incident to the office of President and such
specific duties as may, from time to time, be assigned to him by the Board of
Directors.

         In the absence of the Chairman of the Board he shall preside at all
meetings of stockholders and at all meetings of the Board of Directors at which
he is present.




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         SECTION 4. The Chairman of the Board shall in the absence of the
President or in case of his inability to act, perform the duties and exercise
the authority of the President. Each Vice President may have such title
designation, and each Vice President, and the Executive Vice President, if there
be one, each Senior Vice President, if there be one or more of them, and each
Assistant Vice President, if there be one or more of them, shall perform such
duties and exercise such authority as from time to time may be prescribed and
conferred by the Board of Directors.

         SECTION 5. The Secretary shall attend all meetings of the stockholders
and of the Board of Directors and shall keep a record of all their proceedings.
He shall give due notices of all meetings of the Stockholders and of the Board
of Directors. He shall notify the several officers of the corporation of all
action taken at any such meeting concerning matters in their respective
departments, and shall transmit to the Treasurer for proper record copies of all
contracts and resolutions providing for the payment of money to or by the
corporation. He shall procure and keep in his files certified copies of the
minutes of all meetings of the stockholders and of the Board of Directors of all
companies a majority of whose capital stock is owned by this corporation. He
shall be the custodian of the seal of the corporation, of mortgages, leases, and
of such other papers and documents as shall be committed to his care by the
Board of Directors. He shall have charge of the transfer department and
supervision of the transfer of the stocks and of the registration and transfer
of the bonds issued by the corporation. He shall have power to affix the seal of
the corporation to instruments authorized by the Board of Directors and to
attest the same; and shall perform such other duties as shall be assigned to him
by the Board of Directors. He shall be sworn to the faithful discharge of his
duty.

         SECTION 6. The Assistant Secretaries shall exercise such of the powers
and perform such of the duties of the Secretary as shall be assigned to them by
the Secretary or the Board of Directors. Each Assistant Secretary of this
corporation be and he hereby is authorized, in the absence or disability of the
Secretary, to perform all the duties and exercise all the powers of the
Secretary. Any action which in Article I or Article II of these by-laws it is
stated shall be taken by or in connection with the Secretary may be taken by or
in connection with any Assistant Secretary with the same effect as if he were
the Secretary.

         SECTION 7. The Treasurer is authorized to receive and collect all
moneys due to the corporation and to receipt therefor, and to endorse for
deposit to the credit of the corporation in depositories designated by the Board
of Directors, checks, drafts or vouchers drawn to the order of the corporation
or payable to it. He is authorized to pay interest on obligations and dividends
on stock when due and payable. He shall cause to be kept in his office true and
full accounts of all receipts and disbursements. He shall disburse the funds of
the corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements. He shall also perform such other duties as
shall be assigned to him by the Board of Directors.

         SECTION 8. The Controller, if there be one, shall, subject to the Board
of Directors, provide and maintain financial and accounting controls over the
business and affairs of the Corporation. He shall maintain, among others,
adequate records of the assets, liabilities, and financial transactions of the
Corporation, and shall direct the preparation of financial statements, reports,
and analyses. He shall perform all acts incident to the position of Controller,
subject to the control of the Board of Directors, the Chairman, and any Vice
President or other executive officer charged by Board of Directors with general
supervision of the financial affairs of the 

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Corporation. If there shall be no Controller, the duties set out above in this
Section 8 shall be performed by the Treasurer.

         SECTION 9. The Assistant Treasurers shall exercise such of the powers
and perform such of the duties of the Treasurer as shall be assigned to them by
the Treasurer or by the Board of Directors. Each Assistant Treasurer of this
corporation be and he hereby is authorized, in the absence or disability of the
Treasurer, to perform all the duties and exercise all the powers of the
Treasurer.

         SECTION 10. In case of the absence or incapacity of any officer of this
corporation, the Board of Directors may delegate his powers and duties for the
time being to any other officer or to any Director.

                                   ARTICLE IV

                    Issue and Transfer of Stock Certificates

         SECTION 1. The Board of Directors shall provide for issue, transfer and
registration of the certificates representing the capital stock of the
corporation, and shall appoint the necessary officers, transfer agents and
registrars of transfers for that purpose.

         SECTION 2. Until otherwise ordered by the Board of Directors, stock
certificates shall be signed by the President or by a Vice President, and by the
Secretary or an Assistant Secretary thereunto authorized by the Board of
Directors.

         SECTION 3. Unless otherwise ordered by the Board of Directors, the
signatures on stock certificates of the President, the Executive Vice President
or a Vice President and Secretary or Assistant Secretary of the Company may be
facsimiles engraved or printed and the corporate seal to be affixed thereto may
be a facsimile, engraved or imprinted thereon. In case any officer or officers
whose facsimile signatures may be used on any stock certificate cease to be such
officer or officers, whether because of death, resignation, or otherwise, before
such certificates have been issued, such certificates shall nevertheless be
deemed to have been adopted by the corporation and may be countersigned and
issued by any transfer agent or registrar as though such person or persons whose
facsimile signatures have been used thereon had not ceased to be such officer or
officers of the corporation.

         SECTION 4. Transfers of stock shall be made on the books of the
corporation only by order of the person in whose name such stock is registered
or by his attorney lawfully constituted in writing, and unless otherwise
authorized by the Board of Directors, only upon surrender and cancellation of
the old certificate. No new stock certificate shall be issued to a transferee
until the transfer has been made on the books of the corporation.

         SECTION 5. In case any stock certificate shall be lost, by theft or
otherwise, or destroyed, the Board of Directors in its absolute discretion may
order the issuance of a new certificate in lieu thereof, upon delivery to the
corporation of a bond of indemnity satisfactory to the board.

         SECTION 6. The Board of Directors may fix in advance any period of not
more than thirty days preceding any dividend payment date or any date for the
allotment of rights, during 



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which the stock transfer books shall be closed; or in the event that the Board
of Directors shall not have fixed such period, it may fix a date not more than
thirty days preceding any dividend payment date or any date for the allotment of
rights, as a record date for the determination of the stockholders entitled to
receive such dividends or rights, as the case may be; and only stockholders of
record on such date shall be entitled to receive such dividends or rights, as
the case may be.

                                    ARTICLE V

                         Checks - Notes - Drafts - Etc.

         SECTION 1. Unless otherwise directed by the Board of Directors, all
notes, acceptances, checks, drafts and orders for the payment of money shall be
signed by the Treasurer, Controller, or an Assistant Treasurer and any one of
the following officers of the corporation: Chairman of the Board, President,
Executive Vice President, Senior Vice President, any Vice President, Secretary,
Treasurer, Controller, Assistant Secretary and Assistant Treasurer.

                                   ARTICLE VI

                               General Provisions

         SECTION 1. All officers, agents and employees, in exercise of the
powers conferred and the performance of the duties imposed upon them, by these
by-laws or otherwise, shall at all times be subject to the direction,
supervision and control of the Board of Directors.

         SECTION 2. Except as otherwise ordered by the Board of Directors, the
Chairman of the Board, the President, the Executive Vice President and each Vice
President shall severally have power to execute on behalf of the corporation any
deed, bond, indenture, certificate, contract or other instrument, and to cause
the corporate seal to be thereto affixed and attested by the Secretary or an
Assistant Secretary.

         SECTION 3. Unless otherwise ordered by the Board of Directors, the
Chairman of the Board, the President or any Vice-President, or such other
officer as may be designated by the Board of Directors to act in the absence of
the Chairman of the Board, the President or any Vice President, shall have full
power and authority on behalf of the corporation to attend and to act and to
vote, and to execute a proxy or proxies empowering others to attend and to act
and to vote, at any meetings of security holders of any corporation in which the
corporation may hold securities, and at such meetings the Chairman of the Board,
or such other officer of the corporation, or such proxy shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities, and which as the owner thereof the corporation might have possessed
and exercised, if present. The Chairman of the Board, or such other officer of
the corporation, or such proxy may also exercise any part or all of such voting
and other authority, rights and power through execution of an action by written
consent in lieu of a meeting of shareholders. The Secretary or any Assistant
Secretary may affix the corporate seal to any such proxy or proxies so executed
by the Chairman of the Board, or such other officer, and attest the same. The
Board of Directors by resolution from time to time may confer like powers upon
any other person or persons.

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         SECTION 4. Any stockholder, director or officer may waive any notice
required to be given to him under these by-laws.

         SECTION 5. In addition to its principal office in the State of Alabama,
the corporation may have an office or offices, either within or without the
State.

         SECTION 6. The corporate seal shall be an impression on wax or paper,
circular in form, with the words "Alabama Gas Corporation, Alabama" on the outer
margin thereof and bearing on the inner portion the words "Corporate Seal,
1929."

         SECTION 7. These by-laws may be altered, amended or repealed at any
meeting of stockholders, by vote of the holders, present in person or by proxy,
of a majority of all of the stock which at the time shall be entitled to vote at
elections of directors, or at any meeting of the Board of Directors, by vote of
a majority of all the members of the board.



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