ARTICLES OF AMENDMENT
                         ----------------------
                    OF THE ARTICLES OF INCORPORATION
                    --------------------------------
                         OF ROANOKE GAS COMPANY
                         ----------------------


      Pursuant to Section 13.1-710 of the Code of Virginia, the Articles of
Amendment of the Articles of Incorporation of Roanoke Gas Company are hereby
set forth as follows:

      A.   The name of the Corporation is Roanoke Gas Company.

      B.   The Amendment of the Articles of Incorporation is as follows:

      Article Fourth of the Articles of Incorporation is amended by deleting
existing Article Fourth and substituting in lieu thereof:  

                 "Fourth:  (a) The number of directors of the
           Corporation, not less than seven nor more than eleven,
           shall be fixed by the Bylaws and, in the absence of a
           Bylaw fixing the number, shall be nine.  Upon the
           adoption of this Article Fourth, the directors shall
           be divided into three classes (A, B and C) as nearly
           equal in number as possible.  The initial term of
           office for members of Class A shall expire at the
           annual meeting of shareholders in 1998; the initial
           term of office for members of Class B shall expire at
           the annual meeting of shareholders in 1999; and the
           initial term of office for members of Class C shall
           expire at the annual meeting of shareholders in 2000. 
           At each annual meeting of shareholders following such
           initial classification and election, directors elected
           to succeed those directors whose terms expire shall be
           elected for a term of office to expire at the third
           succeeding annual meeting of shareholders after their
           election and shall continue to hold office until their
           respective successors are elected and qualify.  In the
           event of any increase or decrease in the number of
           directors fixed by the Bylaws, any newly-created
           directorships or any decrease in directorships shall
           be so apportioned among the classes by the Board of
           Directors so as to make all classes as nearly equal in
           number as possible.  

           (b)   Newly-created directorships resulting from an
           increase in the number of directors or any vacancies
           in the Board of Directors resulting from death,
           resignation, retirement, disqualification, removal
           from office, or other cause shall be filled by the
           affirmative vote of a majority of the directors then
           in office, whether or not a quorum.  No decrease in
           the number of directors constituting the Board of
           Directors shall shorten the term of any incumbent
           director.  A director may be removed from office only
           for cause."
<PAGE>
      C.   The Amendment was adopted at the Annual Meeting of Shareholders
held on January 27, 1997.

      D.   The Amendment was proposed by the Board of Directors of the
Corporation and submitted to the shareholders in accordance with the
requirements of the Virginia Stock Corporation Act.  

      E.   The only voting group entitled to vote on the Amendment is the
holders of the Corporation's common stock.  As of November 22, 1996, the
record date for the Annual Meeting, there were 1,483,462 shares of common
stock of the Corporation issued and outstanding and entitled to vote. 
1,035,254 votes were cast "for" the Amendment, and 16,931 votes were withheld
or cast "against" such Amendment.  The number of votes cast "for" the
Amendment was sufficient for approval of the Amendment by the shareholders.  

      EXECUTED this 29th day of January, 1997, on behalf of Roanoke Gas
Company, by its President.


                                 ROANOKE GAS COMPANY



                                 By:   s/Frank A. Farmer
                                       ---------------------------------
                                       Frank A. Farmer, Jr., President

<PAGE>
                        COMMONWEALTH OF VIRGINIA 
                      STATE CORPORATION COMMISSION


                            February 5, 1997

The State Corporation Commission has found the accompanying articles submitted
on behalf of

ROANOKE GAS COMPANY

to comply with the requirements of law, and confirms payment of all related
fees.  

Therefore, it is ORDERED that this 

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office
of the Clerk of the Commission, effective February 5, 1997 at 12:30 PM.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.


                                 STATE CORPORATION COMMISSION

                                 By    T. V. Morrison, Jr.
                                       -------------------------
                                       Commissioner



AMENACPT
CIS20318
97-02-03-0198
<PAGE>
                          ARTICLES OF AMENDMENT
                    OF THE ARTICLES OF INCORPORATION
                         OF ROANOKE GAS COMPANY


      Pursuant to Section 13.1-710 of the Code of Virginia, the Articles of
Amendment of the Articles of Incorporation of Roanoke Gas Company are hereby
set forth as follows:

      (a)  The name of the Corporation is ROANOKE GAS COMPANY.

      (b)  Paragraph "Third" of the Articles of Incorporation, as amended,
shall be amended to read in its entirety as follows:

                 "Third:  The aggregate number of shares which the
           corporation shall have the authority to issue and the par value
           per share are as follows:

                                                  Par Value
           Class      Number of Shares            Per Share
           -----      ----------------            ---------

           Common         3,000,000                 $5.00"

      (c)  New paragraph "Fifth" shall be added to the Articles of
Incorporation, as amended, to read as follows:

                 "Fifth:  No shareholder shall have any
           preemptive or preferential right to subscribe for or
           acquire unissued shares of the corporation's capital
           stock, or any security convertible into or carrying a
           right to subscribe for or acquire shares of the
           corporation's capital stock, when issued."

      (d)  Both of the amendments were adopted at a Special Meeting of the
Corporation's shareholders held on March 23, 1992.

      (e)  Each amendment was proposed by the Board of Directors of the
Corporation and submitted to the shareholders in accordance with the
requirements of the Virginia Stock Corporation Act.

      (f)  The only voting group entitled to vote on the amendments is the
holders of the Corporation's common stock.  As of February 7, 1992, the record
date for the Special Meeting, there were 631,551 shares of common stock of the
Corporation issued and outstanding.  499,092 votes were cast "For" the
amendment to paragraph "Third" increasing the Corporation's authorized common
stock, and 34,818 votes were withheld or cast "Against" that amendment. 
473,597 votes were cast "For" the amendment adding paragraph "Fifth" to delete
preemptive rights of shareholders, and 37,975 votes were withheld or cast
"Against" that amendment.  The number of votes cast "For" each amendment was
sufficient for approval of the amendment by the shareholders.

      EXECUTED this 23rd day of March, 1992, on behalf of Roanoke Gas Company,
by its President.

                                 ROANOKE GAS COMPANY

                                 By:   s/Frank A. Farmer, Jr.
                                       -------------------------
                                          Frank A. Farmer, Jr.
                                          President<PAGE>

                        COMMONWEALTH OF VIRGINIA 
                      STATE CORPORATION COMMISSION


                             March 24, 1992

The State Corporation Commission has found the accompanying articles submitted
on behalf of

ROANOKE GAS COMPANY

to comply with the requirements of law, and confirms payment of all related
fees.  

Therefore, it is ORDERED that this 

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office
of the Clerk of the Commission, effective March 24, 1992.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.


                                 STATE CORPORATION COMMISSION

                                 By    s/[illegible signature]
                                       -------------------------
                                       Commissioner



AMENACPT
CIS20436
92-03-24-0506
<PAGE>
                          ARTICLES OF AMENDMENT
                                   OF
                      THE ARTICLES OF INCORPORATION
                                   OF
                           ROANOKE GAS COMPANY

           a.    The name of the corporation is Roanoke Gas Company.
           b.     Paragraph "THIRD" of the Articles of Incorporation of the
corporation, as amended, reads in its entirety as follows:
                 "THIRD: The aggregate number of shares which the
           Corporation shall have the authority to issue and the
           par value per share are as follows:
                                                  Par Value
           Class            Number of Shares      Per Share
           -----            ----------------      ---------

           Common                1,000,000          $5.00"


           c.    The Board of Directors of Roanoke Gas Company at a meeting
held on August 22, 1977, found the foregoing amendment of its Articles of
Incorporation to be in the best interests of the corporation and directed that
it be submitted to a vote of the stockholders of the corporation at a Special
Meeting called on October 19, 1977.  Notice of the Special Meeting of
Stockholders was given to each stockholder of record entitled to vote on
September 16, 1977, in the manner and within the time provided by the Virginia
Stock Corporation Act, which notice included a copy of the amendment, and the
amendment was adopted by requisite vote of the stockholders at the Special
Meeting of Stockholders of the corporation held on October 19, 1977.

           d.    The number of shares of the one class of common stock of the
corporation outstanding and entitled to vote on the amendment was 188,057.

           e.    The number of shares voted for adoption of the amendment was
161,882 and against such amendment was 1,199.

           f.    The foregoing amendment increases the aggregate number of
shares authorized for issue from 200,000 to 1,000,000, but does not effect a
change in the amount of the stated capital of the corporation.

           g.    The foregoing amendment does not effect a restatement of the
Articles of Incorporation.
                                       ROANOKE GAS COMPANY
                                            

                                       By   s/A. N. Buckley
                                            -----------------------
                                            Its President
                      
                                                           and

                                       By   s/E. C. Dunbar
                                            -----------------------
                                            Its Vice President - Finance
                                                  and Secretary


<PAGE>
                        COMMONWEALTH OF VIRGINIA 
                      STATE CORPORATION COMMISSION
                                    
                                                  AT RICHMOND, 
                                                  December 6, 1977

The accompanying articles having been delivered to the State Corporation
Commission on behalf of

                           Roanoke Gas Company

and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is

      ORDERED that this CERTIFICATE OF AMENDMENT

be issued, and that this order together with the articles, be admitted to
record in the office of the Commission; and that the corporation have the
authority conferred on it by law in accordance with the articles, subject to
the conditions and restrictions imposed by law.

      Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the

Circuit Court City of Roanoke

                                       STATE CORPORATION COMMISSION

                                       By   s/[illegible signature]
                                            -----------------------
                                            Commissioner


VIRGINIA:

       In the Clerk's Office of the Circuit Court City of Roanoke

                                    
      The foregoing certificate (including the accompanying articles) has been
duly recorded in my office this 19th day of December, 1977 and is now returned
                                ----        --------------
to the State Corporation Commission by certified mail.

                                       s/WALKER R. CARTER, JR., Clerk
                                       ------------------------------------
                                       By: s/Brenda Scott         Clerk

<PAGE>
                          ARTICLES OF AMENDMENT
                                   OF
                           ROANOKE GAS COMPANY
                                    
      A.   The name of the corporation is ROANOKE GAS COMPANY.

      B.   The amendments so adopted are as follows:

           RESOLVED that it is in the best interests of Roanoke Gas
      Company that its Articles of Incorporation (Association) be
      amended and restated so that they shall read in their entirety as
      follows:

           First:     The name of the corporation is ROANOKE GAS COMPANY.

           Second:    The purpose or purposes for which the corporation is
      organized and is authorized to pursue shall be to acquire, own, manage,
      control and conduct in the State of Virginia properties, systems and
      plants for the manufacture, storage, transmission, sale and delivery to
      the public, as a public service company, of gas, whether natural,
      manufactured or mixed, for power, heat, light and all other uses under
      such Certificates of Convenience and Necessity as have been or may in
      the future from time to time be granted to it by the State Corporation
      Commission of Virginia.  In addition, the corporation may conduct in the
      State of Virginia any other business so far as the same may be related
      or incidental to its herein-stated business and purposes, and may
      further conduct in any other state such business as may be authorized or
      permitted by the laws thereof.

           Third:     The aggregate number of shares which the corporation
      shall have authority to issue and the par value per share are as
      follows:

                      Number           Par Value
           Class      Of Shares        Per Share
           -----      ---------        ---------

           Common     200,000          $5.00

           Fourth:    The number of directors, not less than three, shall be
      fixed by the bylaws, and, in the absence of such a bylaw fixing the
      same, the number shall be eight.

      C.   The Board of Directors of the corporation at its meeting held
February 25, 1965, found the foregoing amendments in the best interests of the
corporation and directed them to be submitted to a vote at the annual meeting
of the stockholders of the corporation to be held April 6, 1965; written
notice of the stockholders' meeting was given to each stockholder of record
entitled to vote at said meeting on March 8, 1965 (more than 25 days prior to
the April 6, 1965 meeting date); the foregoing notice was given in the manner
provided by the Virginia Stock Corporation Act and was accompanied by a copy
of the proposed amendments; and said amendments were adopted by the
stockholders of the corporation on April 6, 1965.

      D.   The number of shares of the corporation outstanding and the number
of shares entitled to vote thereon is 155,697 shares of common stock.  No
other class of shares of the corporation is outstanding.
<PAGE>
      E.   125,593 shares of common stock of the corporation voted for the
amendments; and no shares of the common stock voted against the amendments.

      F.   The amendments do not effect a change in the amount of stated
capital of the corporation.

      G.   The amendments do effect a restatement in their entirety of the
Articles of Incorporation of the corporation, and the amount of stated capital
of the corporation on the effective date of such amendments is and will be
$778,485.00

      WITNESS the signature of Roanoke Gas Company by its President and its
corporate seal affixed hereto and attested by its Secretary, this 6th day of
April, 1965.

                            ROANOKE GAS COMPANY


                            By   s/John C. Parrott
                                 -----------------------
                                       President

ATTEST:


s/E. C. Dunbar
--------------------
      Secretary


[Company seal appears here]

<PAGE>
STATE OF VIRGINIA)
                 )to wit:
CITY OF ROANOKE  )
           
      I, Ruth T. Murphy, a Notary Public in and for the City of Roanoke,
Virginia, do hereby certify that John C. Parrott, President of Roanoke Gas
Company, whose name is signed to the foregoing Articles of Amendment bearing
date the 6th day of April, 1965, has personally appeared before me and
acknowledged the same in my City and State aforesaid.

      GIVEN under my hand this 6th day of April.


                            s/Ruth T. Murphy
                            -------------------------------------------
                                            Notary Public

My commission expires:

My Commission Expires August 3, 1967
------------------------------------
<PAGE>
                        COMMONWEALTH OF VIRGINIA
                      STATE CORPORATION COMMISSION
                                    

                                            AT RICHMOND, April 9, 1965

The accompanying articles having been delivered to the State Corporation
Commission on behalf of
                           Roanoke Gas Company

and the Commission having found that the articles comply with the requirements
of law and that all required fees have been paid, it is

      ORDERED that this CERTIFICATE OF AMENDMENT AND RESTATEMENT

be issued, and that this order, together with the articles, be admitted to
record in the office of the Commission; and that the corporation have the
authority conferred on it by law in accordance with the articles, subject to
the conditions and restrictions imposed by law.

      Upon the completion of such recordation, this order and the articles
shall be forwarded for recordation in the office of the clerk of the Hustings
Court of the City of Roanoke.

                                 STATE CORPORATION COMMISSION

                                 By:   s/Jessee Dillon
                                       -------------------------
                                            Chairman



VIRGINIA:

   In the Clerk's Office of the Hustings Court of the City of Roanoke
                                    
The foregoing certificate (including the accompanying articles) has been duly
recorded in my office this 20th day of April, 1965 and is now returned to the
State Corporation Commission by certified mail.

                                 WALKER R. CARTER JR., CLERK
                                 ---------------------------------
                                 By: s/Ruth Keith     Deputy Clerk
<PAGE>
                         ARTICLES OF ASSOCIATION
                                   of
                        ROANOKE GAS LIGHT COMPANY
                                  --0--

      KNOW ALL MEN BY THESE PRESENTS, That we do hereby make and sign these
Articles of Association for the purpose of forming a corporation under and by
virtue of the provisions of an Act of the General Assembly of Virginia,
entitled "An Act Concerning Corporations", which became a law on the
twenty-first day of May, 1903, and the several supplements thereto and acts
amendatory thereof, for the purpose of purchasing, leasing or constructing,
maintaining and operating works for the manufacture and sale of gas for light,
heat or power, or for any and all other purposes, and to that end we do set
forth, as follows:

                                   I.
                                    
      The name of this Corporation shall be Roanoke Gas Company.

                                   II.
                                    
      The nature and character of the works to be purchased, leased,
constructed and otherwise acquired maintained, sold or otherwise disposed of
is a plant or plants with machinery, equipment and appliances for the
manufacture, production, receipt, storage and transmission of gas, including
natural gas and mixed gases of all kinds, gas products, coke, coal tar, coal
tar products and by-products, to be sold and supplied in Roanoke, Virginia,
Roanoke County, Virginia, Botetourt County, Virginia, Montgomery County,
Virginia, and Bedford County, Virginia, and all towns, cities, municipalities
and settlements located in said counties, and to the public generally, for
power, heat, light and all other uses, including, but not being limited to,
domestic, commercial, industrial and governmental uses; the purposes being to 
manufacture, transmit, receive, store, sell, distribute and supply gas,
natural gas and mixed gases of all kinds in Roanoke, Virginia, Roanoke County,
Virginia, Botetourt County, Virginia, Montgomery County, Virginia, and Bedford
County, Virginia, and towns, cities, municipalities and settlements located in
said counties, and to operate a gas plant or plants at Roanoke, Virginia, or
its vicinity; also to construct, maintain and operate works for receiving,
holding, transmitting and distributing gas, natural gas and mixed gases of all
kinds, and the incidental products of gas production; also to manufacture,
buy, transmit, receive, sell and generally deal in gas, natural gas, mixed
gases of all kinds, coke, coal tar, coal tar products and by-products, gas
meters, pipes, stoves, burners and other appliances, machinery and fixtures
pertaining to the production of and the use of gas, natural gas and mixed
gases of all kinds, coke, coal tar, coal tar products and by-products; also to
purchase and obtain, by any and all means, supplies of natural gas and mixed
gases of all kinds, and to that end to acquire construct, maintain, operate,
lease, sell and otherwise dispose of gas lines, including gas transmission
lines and other fixtures, appliances and works necessary and convenient for
procuring, carrying and distributing natural gas and mixed gases of all kinds;
also to acquire, hold, use and dispose of all necessary lands, interests in
lands, pipe lines, transmission lines, and all necessary and convenient
facilities for the conduct of the purposes and objects above mentioned, with
full power to mortgage, lease, sell or encumber any part or all of the
property, works and franchises for the said objects and purposes; likewise to 
purchase, lease, sell or otherwise acquire the property, works and franchises
or other corporations or companies of like or similar purposes, and generally
to do all things relating to the control, operation, management and conduct of
said purposes and objects.
<PAGE>
      The said works are not local to any one city but are to be confined to
the corporate limits of the City of Roanoke, Virginia, and the limits of
Roanoke County, Virginia, Botetourt County, Virginia, Montgomery County,
Virginia, and Bedford County, Virginia.

                                  III.
                                    
      The principal terminal places to and from which it is proposed to
construct, purchase or otherwise acquire, maintain and operate said works are: 
the corporate limits of the City of Roanoke, Virginia, and limits of Roanoke
County, Virginia, Botetourt County, Virginia, Montgomery County, Virginia, and
Bedford County, Virginia, and all towns, cities, municipalities and
settlements located in said counties, with the main or chief producing plant
or plants and the main or chief receiving station or stations at the City of
Roanoke, Virginia, or its vicinity, with auxiliary or supplemental producing, 
receiving or storing plants or stations and other integral parts of its plant 
or system at such other places as may become necessary or advantageous in the
conduct of the affairs of the Company.

                                   IV.
                                    
      The proposed works are estimated and intended to be sufficient to
furnish gas, natural gas and mixed gases of all kinds for heating, lighting,
power and all other uses to the City of Roanoke, Virginia, and its inhabitants
and residents tributary to the pipe lines which the Company owns and may
construct within the said city, as well as to Roanoke County, Virginia,
Botetourt County, Virginia, Montgomery County, Virginia, and Bedford County,
Virginia, the inhabitants and residents therein, and all towns, cities,
municipalities and settlements located in said counties, into which the
Company has and may extend its pipe lines and facilities.

                                   V.
                                    
      The period for the duration of the corporation is unlimited.

                                   VI.
                                    
      The maximum amount of the capital stock of the corporation is to be
200,000 shares and the minimum amount of the capital stock is to be 10,000
shares, all of which shall be common stock divided into shares of the par
value of $5.00 each.

                                  VII.

      The names and places of residence of the officers and directors, who, 
unless others are sooner chosen by the stockholders to act in their places, 
shall manage the affairs of the corporation for the first year, are as 
follows:

                                OFFICERS.
                                ---------

      Name.                      Office.             Residence.
      ----                       ------              ---------
Clarence H. Geist           President             Philadelphia, Pa.
W. H. Lewis                 Vice President        Roanoke, Va.
Joseph A. Slattery          Secretary & Treasurer Philadelphia, Pa.

<PAGE>                                    
                               DIRECTORS.

      Name.                                          Residence.
      ----                                           ---------
Clarence H. Geist                                 Philadelphia, Pa.
W. H. Lewis                                       Roanoke, Va.
Joseph A. Slattery                                Philadelphia, Pa.
Canton Geist                                      Atlantic City, N.J.
H.S. Schutt                                       Wilmington, Del.


                                  VIII.

      The place in this State, in which its principal office will be located,
is City of Roanoke, Virginia.

                                   IX.
                                    
      The Board of Directors of the said "Roanoke Gas Light Company" shall
have the power to name and appoint any executive committee or other committees
to be chosen from its membership, and may appoint within or without its
membership, managers and agents for the corporation; and may vest in such
agents, managers or committees, such authority as may be deemed advisable and
advantageous to the said corporation; not, however, in conflict with the laws
of this State.

      For the conduct or the business of the corporation and in providing for
its financial organization, the said corporation:

      (a)  May merge or consolidate its franchises, property or works with
those of any corporation created for like purposes, as provided for in Chapter
5 of said "Act Concerning Corporations", or as may be hereafter allowed by law
to similar corporations, and may purchase or lease the franchises, property
and works, or any portion thereof, of such other corporation, or may sell or
lease its franchises, property and works, or any part thereof, to any such
other corporation; 

      (b)  May borrow money and make and issue bonds payable to bearer, or
otherwise, with or without interest coupons attached; may make and issue notes
or drafts for loans or for any other debts or obligations incurred by it for
any of the purposes of the corporation; and may secure such loans by mortgage,
or deed of trust, upon all or any part of its property, works and franchises.

      (c)  The said Board of Directors may, whenever they deem proper,
increase the issue of the capital stock of the corporation to the maximum
limit hereinabove set out, or the limit of any amendment thereof, and may
dispose of the additional issues at such prices, or for such consideration,
and on such terms and conditions as they may deem best, having, however, fully
complied with the provisions of Section 167 of the Constitution of this State,
so far as applicable thereto.

      (d)  And the said corporation may have and exercise all the general
powers and be subject to all the restrictions conferred generally by Chapter 5
of said "Act Concerning Corporations" and the laws of this State so far as
they are relative thereto; and shall have and may exercise all the special
powers conferred upon corporations of like character by Chapter 3 of said "Act
Concerning Corporations", and by the laws of this State, so far as not in 
conflict with this Act, and by all acts hereinafter passed supplementary
thereto or amendatory thereof.
<PAGE>
      GIVEN under our hands this 22nd day of March, 1912.

                                       CLARENCE H. GEIST

                                       W. H. LEWIS

                                       JOSEPH A. SLATTERY

                                       CARLTON GEIST

                                       H.S. SCHUTT
<PAGE>
STATE OF VIRGINIA)
                   TO-WIT:
CITY OF ROANOKE  )

      I, J. A. Martin, a notary Public in and for the City of Roanoke, in the
State of Virginia, do certify that Clarence H. Geist, W.H. Lewis, Joseph A.
Slattery, Carlton Geist and H.S. Schutt, whose names are signed to the
foregoing writing, bearing date the 22nd day of March, 1912, have each
acknowledged the same before me in my City aforesaid.

      GIVEN under my hand this 22nd day of March, 1912.

                                            J.A. Martin, 
                                                       Notary Public

My commission expires July 11, 1914.
<PAGE>