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                                                                    Exhibit 3(c)

                               ENERGEN CORPORATION

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                                     BY LAWS

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                        As Amended Through July 22, 1998

                       I. ANNUAL MEETING OF STOCKHOLDERS.

         1.01 TIME OF HOLDING - 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.

         1.02 NOTICE - 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 place of the meeting, and,
in the case of a special meeting, shall state also the objects or purposes of
the meeting.

         1.03 PLACE OF MEETING - Annual and special meetings shall be held at
the principal office of the Corporation in the State of Alabama, or at such
other place, within or without the State of Alabama, as may be designated by the
Board of Directors or the person or persons calling the meeting and stated in
the notice of the meeting.

         1.04 CLOSING STOCK TRANSFER BOOK - RECORD DATE - 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.

         1.05 VOTE IN PERSON OR BY PROXY - 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 the holders of a majority of the shares voting on the
question, except where otherwise required by statute or by the Certificate of
Incorporation, as now in effect or as hereafter amended.


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         At any meeting of the stockholders, each stockholder having the right
to vote shall be entitled to vote in person or by proxy executed in writing by
such stockholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. Each proxy shall be delivered to the Judge appointed
pursuant to ss.1.08 of these By Laws prior to the vote at the meeting. The
attendance at any meeting of a stockholder who may theretofore have given a
proxy shall not have the effect of revoking the proxy unless the stockholder so
attending shall, in writing prior to the meeting or orally at the meeting,
notify the secretary of the meeting at any time prior to the voting of the
proxy.

         1.06 PRESIDING OFFICER - The Chairman of the Board, and in his absence,
the President shall call meetings of stockholders to order and act as chairman
of such meeting. In the absence of both of 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.

         1.07 SECRETARY OF THE MEETING - 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 or if the person so
designated shall fail to attend or shall refuse or be unable to serve, then the
chairman of the meeting may appoint any person to act as secretary thereof.

         1.08 JUDGE - 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. The 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.

         1.09 VOTING, ADJOURNMENT - 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 is 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.


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                             II. BOARD OF DIRECTORS.

         2.01 MANAGEMENT OF CORPORATION; NUMBER OF DIRECTORS; ELECTION OF
DIRECTORS; TERMS OF OFFICE - All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, its Board of Directors. The number of Directors
of the Corporation, the manner of their election and their terms of office shall
be determined as provided in the Certificate of Incorporation, as at any time
amended. No person who shall have been first elected a Director of Alabama Gas
Corporation subsequent to June 19, 1969 shall be eligible to serve as a Director
of the Corporation after the annual meeting of the stockholders of the
Corporation next following his seventieth birthday.

         2.02 MEETINGS OF THE BOARD - 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 Corporation.

         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.

         2.03 QUORUM, VACANCIES, ADJOURNMENT - Subject to the provisions of the
Certificate of Incorporation, as amended, 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 is
present. A minute of such adjournment shall be entered on the records by the
Secretary, and no further notice thereof shall be necessary.

         2.04 RULES - 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.

         2.05 COMPENSATION OF OFFICERS AND DIRECTORS - 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 and of all
committees of the Board.


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         2.06     INDEMNIFICATION OF DIRECTORS AND OFFICERS - LIABILITY 
INSURANCE -

                  (a) The Corporation does hereby indemnify any officer or
director of the Corporation who was, or is, a party, or is threatened to be made
a party, to any threatened, pending or completed claim, action, or proceeding,
whether civil, criminal, administrative, or investigative, including appeals,
other than an action by or in the right of the Corporation, by reason of the
fact that he is or was a director, an officer, an employee, or an agent of the
Corporation or is, or was, serving at the request of the Corporation as a
director, officer, partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses,
including attorneys' fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

                  (b) The Corporation does hereby indemnify any officer or
director of the Corporation who was, or is, a party, or is threatened to be made
a party, to any threatened, pending, or completed claim or action by, or in the
right of, the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, an officer, an employee, or an agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless, and only to the extent that the court in which such action
was brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

                  (c) To the extent that a director or an officer of the
Corporation has been successful on the merits or otherwise in defense of any
action or proceeding referred to in subsections (a) and (b) of this section or
in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection therewith, notwithstanding that he has not been successful on
any other claim, issue, or matter in any such action or proceeding.

                  (d) Any indemnification under subsections (a) and (b) of this
section, unless ordered by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made:


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                           (i) By the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to, or who have been wholly
successful on the merits or otherwise with respect to such claim, action, or
proceeding;

                           (ii) If such a quorum is not obtainable, or even if  
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or

                           (iii) By the stockholders.

                  (e)      Expenses, including attorneys' fees, incurred in 
defending a civil or criminal claim, action, or proceeding may be paid by the 
Corporation in advance of the final disposition of such claim, action, or 
proceeding as authorized in the manner provided in subsection (d) of this 
section upon receipt of an undertaking by or on behalf of the director or 
officer to repay such amount if, and to the extent that, it shall ultimately 
be determined that he is not entitled to be indemnified by the Corporation as 
authorized in this section.

                  (f)      The indemnification authorized by this section 
shall not be deemed exclusive of, and shall be in addition to, any other 
rights, whether created prior or subsequent to the enactment of this section, 
to which those indemnified may be entitled under any statute, rule of law, 
provision of articles of incorporation, by-law, agreement, or vote of 
stockholders or disinterested directors, or otherwise, both as to action in 
his official capacity and as to action in another capacity while holding such 
office and shall continue as to a person who has ceased to be a director or an 
officer, and shall inure to the benefit of the heirs, executors, and 
administrators of such a person.

                  (g)      The Corporation shall have power to purchase and 
maintain insurance on behalf of any person who is or was a director or an 
officer of the Corporation, or is or was serving at the request of the 
Corporation as a director, officer, partner, employee, or agent of another 
corporation, partnership, joint venture, trust, or other enterprise against 
any liability asserted against him and incurred by him in any such capacity or 
arising out of his status as such, whether or not the Corporation would have 
the power to indemnify him against such liability under the provisions of this 
section.

                            III. OFFICERS AND AGENTS

         3.01     EXECUTIVE OFFICERS - The executive 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 Treasurer, and Assistant Secretary. 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 an Executive Vice 
President, a Senior Vice President, or a Vice President may also hold the 
office of Secretary or Assistant Secretary, Treasurer, Controller, or 
Assistant Treasurer, provided, however, that the Chairman of the Board may not 
also hold the offices of Executive Vice President, Senior Vice President, or
Vice President; that the President may not also hold the office of Executive
Vice President, Senior Vice President, or Vice President and that an Executive
Vice President, a Senior Vice President, or a Vice President may hold either but
not both the offices of Secretary and Treasurer.


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         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.

         3.02 CHIEF EXECUTIVE OFFICER - 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 1.06 and 1.08 of these By Laws.

         3.03 THE CHAIRMAN OF THE BOARD - 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. 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.

         3.04 THE PRESIDENT - 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 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.

         3.05 VICE PRESIDENTS - Each Vice President may have such title
designation, and each Vice President and each Executive Vice President, if there
be one or more of them, and each Senior 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.


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         3.06 THE SECRETARY - 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 stock 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.

         3.07 ASSISTANT SECRETARIES - The Assistant Secretaries, if there be one
or more of them, 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.

         3.08 THE TREASURER - 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.

         3.09 CONTROLLER - 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 the Board of Directors
with general supervision of the financial affairs of the Corporation. If there
shall be no Controller, the duties set out above in this ss.3.09 shall be
performed by the Treasurer.

         3.10 ASSISTANT TREASURERS - The Assistant Treasurers, if there be one
or more of them, 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.


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         3.11 DELEGATION OF DUTIES - 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.


                  IV. ISSUE AND TRANSFER OF STOCK CERTIFICATES

         4.01 ISSUANCE AND TRANSFER OF STOCK - 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.

         4.02 EXECUTION OF CERTIFICATES - 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.

         4.03 FACSIMILE SIGNATURES, SEAL - Unless otherwise ordered by the Board
of Directors, the signatures on stock certificates of the Chairman of the Board,
the President, an Executive Vice President, a Senior Vice President, or a Vice
President and the Secretary or an Assistant Secretary of the Corporation may be
facsimiles engraved or printed and the corporate seal to be affixed thereto may
be 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.

         4.04 TRANSFER OF STOCK - 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.

         4.05 REPLACEMENT CERTIFICATES - 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.

         4.06 CLOSING TRANSFER BOOKS, RECORD DATE - 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 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.


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                        V. CHECKS - NOTES - DRAFTS - ETC.

         5.01 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, the 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, Assistant Secretary, and Assistant Treasurer.

                             VI. GENERAL PROVISIONS

         6.01 DUTIES - 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.

         6.02 EXECUTION OF INSTRUMENTS - Except as otherwise ordered by the
Board of Directors, the chairman of the Board, the President, the Executive Vice
President, a Senior 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
thereto to be affixed and attested by the Secretary or an Assistant Secretary.

         6.03 STOCK OF THE CORPORATION - Shares of stock belonging to the
Corporation need not stand in the name of the Corporation but may be held for
the benefit of the Corporation in the individual name of the Chairman of the
Board, the President or of the Secretary or the Treasurer or of any other
officer designated for the purpose by the Board of Directors. The certificates
for stock so held for the benefit of the Corporation shall be in proper transfer
form and shall be kept in the safe deposit vaults of the Corporation, subject to
access thereto as shall be ordered from time to time by the Board of Directors.
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.

         6.04 WAIVER OF NOTICE - Any stockholder, director, or officer may waive
any notice required to be given to him under these By Laws.


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         6.05 OFFICES - 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.

         6.06 CORPORATE SEAL - The Corporate seal shall be circular in form,
with the words "Alagasco, Inc." on the outer margin thereof and bearing on the
inner portion the words "Corporate Seal, 1978". The corporate seal may be
affixed by impression, printing, engraving, or by use of a rubber stamp.

         6.07 AMENDMENT OF BY LAWS - 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 by the Board of Directors at any
meeting thereof, by vote of a majority of all the members of the Board.


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