Exhibit 3(b)

                                     INDEX
                                      to
                                    BY-LAWS
                ARTICLE I - STOCKHOLDERS
Page
 
                Section 1.Annual Meeting                                1
                Section 2.Special Meetings                              1
                Section 3.Quorum                                        2
                Section 4.Voting                                        2
                Section 5.Inspectors                                    3

           ARTICLE II - BOARD OF DIRECTORS

                Section  1.    Number, Eligibility and Term 
                                of Office                                4
                Section  2.    Vacancies                                 4
                Section  3.    Place of Meetings                         4
                Section  4.    Regular Meetings                          5
                Section  5.    Special Meetings                          5
                Section  6.    Quorum                                    5
                Section  7.    Committees                                5
                Section  8.    Designation of Depositories               6
                Section  9.    Contracts with Directors, Etc.            6
                Section  10.   Compensation of Directors                 7
                Section  11.   Compensation of Officers and
                               Employees                                 7

           ARTICLE III -  OFFICERS
 
                Section  1.    Enumeration of, Election, Removal of      7
                Section  2.    Powers and Duties  of Chairman            8
                Section  3.    Powers and Duties  of Vice Chairman       8
                Section  4.    Powers and Duties  of President           8
                Section  5.    Powers and Duties  of Executive           9
                            Vice President
                Section  6.    Powers and Duties  of Vice President      9
                Section  7.    Powers and Duties  of Secretary           9
                Section  8.    Powers and Duties  of Assistant          10
                                Secretary
                Section  9.    Powers and Duties of Treasurer           10
                Section  10.   Powers and Duties of Assistant           11
                            Treasurer


           ARTICLE IV - CAPITAL STOCK                           Page    

                Section 1.     Certificate of Shares                    11
                Section 2.     Transfer of Shares                       12
                Section 3.     Rules and Regulations as to Issue,       12
                             Transfer and Registration of
                                    Shares of Stock

                Section 4.     Closing Transfer Books                   12
                Section 5.     Fixing Date for Determination
                            of Stockholders' Rights                     12

           ARTICLE V - DIVIDENDS AND WORKING CAPITAL

                Section 1.     Dividends                                13
                Section 2.     Working Capital                          13

           ARTICLE VI - CHECKS, NOTES, CONTRACTS, ETC.

                Section 1.      Checks and Notes                        14
                Section 2.      Contracts and Instruments               14

           ARTICLE VII - MISCELLANEOUS PROVISIONS

           Section 1.          Fiscal Year                              15
           Section 2.          Principal Office                         15
           Section 3.          Officers' Voting Stock                   15
           Section 4.          Rules of Order for Meetings              15

           ARTICLE VIII - CORPORATE SEAL                                16

           ARTICLE IX - AMENDMENT OF BY-LAWS                            16


<PAGE>
                                    BY-LAWS
                                      OF
                          ELIZABETHTOWN WATER COMPANY

                                   ARTICLE I
                                 STOCKHOLDERS
         Section 1.    Annual Meeting.    A meeting of the stockholders of the
company shall be held annually at the principal office of the company in the
State of New Jersey, between the hours of eleven and twelve o'clock in the
fore-noon, or at such other time during regular business hours as may be
stated by the notice of the meeting, on the first Monday of May in each year,
if not a legal holiday, and if a legal holiday, then on the next succeeding
Monday not a legal holiday for the purpose of electing directors and for the
transaction of such other business as may be brought before the meeting.
         Written notice of the Annual Meeting shall be mailed at least twenty
(20) days prior to the meeting to each stockholder of record at his address
as the same appears on the stock books of the company.  A failure to mail
such notice, or any irregularity in such notice, shall not affect the
validity of any annual meeting, or of any proceedings at any such meeting.

         Section 2.    Special Meetings.    Special meetings of the
stockholders of the company may be held at the principal office of the
company in the State of New Jersey, whenever called in writing, by a vote of
the majority of the Board of Directors, or upon written request by
stockholders holding ten per cent (10%) of the capital stock addressed to the
Secretary.
Written notice of each special meeting, stating the day, hour and place
thereof, and in general terms the business to be transacted thereat, shall be
mailed at least ten (10)  days prior to the meeting to each stockholder of
record at his address as the same appears on the stock book of the company.
If all the stockholders shall waive notice of a special meeting, no notice of
such meeting shall be required; and whenever all the stockholders shall meet
in person or by proxy, such meeting shall be valid for all purposes without
call or notice, and at such meeting any corporate action may be taken.

      Section 3.    Quorum.    At any meeting of the stockholders the holders
of the majority of the capital stock issued and outstanding, present in
person or represented by proxy, shall constitute a quorum for all purposes.
if the holders of the amount of stock necessary to constitute a quorum shall
fail to attend in person or by proxy at the time and place fixed by these
by-laws for an annual meeting, or fixed by notice as above provided for a
special meeting called by the directors or stockholders, a majority in
interest of the stockholders present in person or by proxy may adjourn, from
time to time, without notice other than by announcement at the meeting, until
holders of the amount of stock requisite to constitute a quorum shall
attend.  At any such adjourned meeting of which a quorum shall be present,
any business may be transacted which might have been transacted at the
meeting as originally notified.

      Section 4.    Voting.    At each meeting of the stockholders every
stockholder shall be entitled to vote in person, or by proxy appointed by
instrument in writing, subscribed by said stockholder or by his duly
authorized attorney, and delivered to the inspectors at the meeting; and each
stockholder shall have one vote for each share of capital stock having voting
powers standing registered in his name, but no share of capital stock shall
be voted on at any meeting which has been transferred on the books of the
corporation subsequent to the record date fixed by the Board of Directors.
All voting for election of directors shall be by ballot.  At each meeting of
the stockholders a full, true and complete list in alphabetical order of all
stockholders entitled to vote at such meeting, and indicating the number of
shares held by each, certified by the secretary or by the treasurer, shall be
furnished.  Only the persons in whose names shares of capital stock stand on
the books of the company, as evidenced by the list of the stockholders so
furnished, shall be entitled to vote in person or by proxy on the shares so
standing in their names.  Upon demand of any stockholder, the votes upon any
question before the meeting, shall be made by ballot.

      Section 5.    Inspectors.    At each meeting of the stockholders the
polls shall be opened and closed, the proxies and ballots shall be received
and taken in charge, and all questions touching the qualifications of voters
and the validity of proxies and the acceptance or rejection of a voter, shall
be decided upon by two or more inspectors.  The inspectors shall be appointed
by the presiding officer of the meeting and the inspectors shall be sworn to
faithfully perform their duties, and shall, in writing, certify the returns
showing the result of the election or ballot.  The inspectors may or may not
be stockholders, but any inspector may not be a candidate for the office of
director.  In case of failure to appoint inspectors, the stockholders at any
meeting may elect an inspector or inspectors to act at the meeting.

<PAGE>

                                  ARTICLE II
                              BOARD OF DIRECTORS

          Section 1.    Number, Eligibility and Term of Office.  The
property, business, and affairs of the company shall be managed and
controlled by its Board of Directors.
          The directors shall act only as a board and the individual
directors shall have no power as such.
      The Board of Directors shall consist of not less than eleven (11)
persons nor more than fifteen (15) persons, subject to change from time to
time by the Board of Directors pursuant to a resolution adopted by a majority
of the total number of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the time any such
resolution is presented to the Board for adoption). Directors need not be
stockholders.

         Section 2.    Vacancies.    Any vacancy in the board, including a
vacancy caused by an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors, even though
less than a quorum of the Board, or by a sole remaining director.

         Section  3.  Place  of   Meeting.   The   directors   may  hold  their
meetings,  and keep the books of the  company at the  office of the  company in
the City of Elizabeth,  County of Union,  State of New Jersey, or at such other
place or places as the Board from time to time may lawfully determine.

         Section 4.    Regular Meetings.    Regular meetings of the Board of
Directors shall be held monthly on the third Thursday of each month, if not a
legal holiday, and if a legal holiday, then at the next succeeding Thursday
not a legal holiday.  No notice shall be required for any such regular
meetings of the Board.
         The Board of Directors may designate some other day for the regular
monthly meeting in which case notice of the meeting shall be given as
provided for Special Meetings, but such notice may be waived by any director.

         Section 5.    Special Meetings.    Special meetings of the Board of
Directors shall be held whenever called by the chairman, president or by not
less than one-third of the directors for the time being in office.
         The secretary shall give notice of each special meeting by mailing
the same at least two days before the meeting or by telegraphing the same at
least one day before the meeting to each director, but such notice may be
waived by any director.  At any time at which every director shall be
present, even though without notice, any business may be transacted.

         Section 6.    Quorum.    A majority of the Board of Directors for the
time being in office shall constitute a quorum for the transaction of
business, but if at any meeting of the Board there be less than a quorum
present a majority of these present may adjourn the meeting from time to time
until a quorum shall be present.

        Section 7.    Committees.    The Board of Directors, by Resolution
adopted by a majority of the entire Board may appoint from among its members,
an executive committee and one or more other committees.  Except as otherwise
provided by law, the executive committee shall have and may exercise all the
authority of the Board of Directors when the Board is not in session, and
each such other committee of the Board shall have and may exercise the
authority of the Board to the extent provided in the resolution of
appointment. The Chairman and President shall be ex officio members of all
committees.
        The Board of Directors shall be kept informed of the actions taken by
any Committee.

        Section 8.    Designation of Depositories.    The Board of Directors
shall designate the trust company, or trust companies, bank or banks in which
shall be deposited the money or securities of the company.

        Section 9.    Contracts and Directors, etc.    Inasmuch as the
directors of this company are or may be men of large and diversified business
interests, and are likely to be connected with other corporations with which
from time to time this company must have business dealings, no material
contract or other transaction between this company and any other corporation
shall be affected by the fact that directors of this company are interested
in, or are directors or officers of, such other corporation.
        The Board of Directors in its discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders,
or at any meeting of the stockholders called for the purpose of considering
any such act or contract; and any contract or act that shall be approved or
be ratified by the vote of the holders of a majority, of the capital stock of
the company which is represented in person or by proxy at such meeting
(provided that a lawful quorum of stockholders be there represented in person
or by proxy) shall be valid and as binding upon the company and upon all the
stockholders as though it had been approved or ratified by every stockholder
of the company.

        Section 10.    Compensation of Directors.    For his attendance at any
meeting of the Board of Directors, or committee every director shall receive
reasonable director's fees to be fixed by the Board for attendance at each
meeting.
      Section 11.    Compensation of Officers and Employees.    The
compensation of all officers shall be fixed by the Board of Directors and of
all employees not mentioned in these by-laws by the officer or officers so
authorized by the Board of Directors.

                                  ARTICLE III
                                   OFFICERS
        Section 1.    Enumeration of, Election, Removal of.     The officers
of the company shall be a chairman, president, executive vice president, one
or more vice presidents, secretary, an assistant secretary, treasurer, an
assistant treasurer, and such other officers as shall from time to time be
provided for by the Board of Directors.  The chairman and president shall be
directors of the company and any one person may hold any two or more of the
offices enumerated above, as the Board of Directors may provide.  The
officers of the company shall be appointed at the first meeting of the Board
of Directors after the annual election of directors, which may be on the day
of the annual election, and they shall hold office for one year, and until
their respective successors shall have been duly appointed and qualified,
provided, however, that all officers, agents and employees of the company
shall be subject to removal at any time by the affirmative vote of a majority
of the whole Board of Directors.  In its discretion, the Board of Directors,
by a vote of the majority thereof, may leave unfilled for such period as it
may fix by resolution any office.

         Section 2.    Powers and Duties of Chairman.  The Chairman shall
preside at all meetings of the stockholders and the Board of Directors.  He
shall have general charge and supervision of the business of the company.  He
may sign and execute all authorized bonds, debentures, contracts, notes or
obligations in the name of the company, and with the treasurer, an assistant
treasurer, or secretary, or assistant secretary, may sign all certificates of
the shares in the capital stock of the company.  He shall from time to time
make such reports of the affairs of the company as the Board of Directors may
require and shall annually present a report of the preceding year's business
to the Board of Directors, which report may be read at the annual meeting of
the stockholders.  He shall do and perform such other duties as may be from
time to time assigned to him by the Board of Directors.

         Section 3.    Powers and Duties of Vice Chairman.    The Vice
chairman shall have all the powers as the Chairman enumerated in Section 2
above in his absence or disability.  He shall have such other powers and
shall perform such other duties as may from time to time be assigned to him
by the Board of Directors.

         Section 4.    Powers and Duties of President.    The president shall
possess the powers and may perform the duties of the chairman in his absence
or disability.  He shall have charge of the general management of the company
under the supervision of the chairman.  He may sign and execute all
authorized bonds, debentures, contracts, notes or obligations in the name of
the company, and with the treasurer, assistant treasurer, secretary, or
assistant secretary, may sign all certificates of the shares of the capital
stock of the company.  He shall do and perform such other duties as may be
from time to time assigned to him by the Board of Directors.

         Section 5.    Powers and Duties of Executive Vice President.    The
executive vice president shall possess the powers and may perform the duties
of the president in his absence or inability.
He shall assist the president in the general management of the company.  He
may sign and execute all authorized bonds, debentures, contracts, notes or
obligations in the name of the company, and with the treasurer, assistant
treasurer, secretary or assistant secretary, may sign all certificates of the
shares of the capital stock of the company.  He shall do and perform such
other duties as may be from time to time assigned to him by the Board of
Directors.

         Section 6.    Powers and Duties of Vice President.    A vice
president shall have all the powers as the executive vice president
enumerated in Section 5 above in his absence or disability.  He shall have
such other powers and shall perform such other duties as may from time to
time be assigned to him by the Board of Directors.

         Section 7.    Powers and Duties of Secretary.    The secretary shall
keep the minutes of all meetings of the stock holders and all meetings of the
Board of Directors.  He shall attend to the giving and service of all notices
of the company; he may sign with the chairman, president, executive vice
president or vice president in the name of the company all contracts
authorized by the Board of Directors and when required by the Board of
Directors, or permitted by these by-laws he shall affix the seal of the
company thereto; he shall have charge of all books and papers as the Board of
Directors may direct, all of which shall, at all reasonable times, be open to
the examination of any director, upon application at the office of the
company during business hours, he may sign with the chairman, president,
executive vice president or a vice president, all certificates of shares of
capital stock; he shall in general perform all of the duties incident to the
office of the secretary, subject to the control of the Board of Directors and
shall do and perform such other duties as may from time to time be assigned
to him by the Board of Directors.
         Section 8.    Powers and Duties of Assistant Secretary.    The
assistant secretary shall have the same powers as the secretary in his
absence or disability, and he shall have such other powers, and he shall
perform such other duties as may be assigned to him from time to time by the
Board of Directors.

         Section 9.    Powers and Duties of Treasurer.    The treasurer shall
have custody of all funds and securities of the company which may have come
into his hands; when necessary or proper, he shall endorse on behalf of the
company for collection, checks, notes and other obligations, and shall
deposit the same to the credit of the company in such bank, or banks, or
depository as the Board of Directors may designate; jointly with such other
officer as may be designated by by-law or by resolution of the Board of
Directors, all bills of exchange and promissory notes of the company; he may
sign with the chairman, president, executive vice president, or a vice
president, all certificates of shares in the capital stock; whenever required
by the Board of Directors, he shall render a statement of his cash account,
he shall regularly in books of the company to be kept by him for the purpose,
keep a full and accurate amount of all moneys received and paid by him on
account of the company; he shall, at all reasonable times, exhibit his books
and accounts to any director of the company upon application at the office of
the company during business hours; he shall perform all acts incident to the
position of treasurer, subject to the control of the Board of Directors; and
he shall have such other powers and he shall perform such other duties as may
be assigned to him by the Board of Directors, from time to time.  He shall
give bond for the faithful performance of his duties as treasurer as the
Board of Directors may direct.

         Section 10.    Powers and Duties of Assistant Treasurer.    The
assistant treasurer shall have the same powers as the treasurer in his
absence or disability, and he shall have such other powers and he shall
perform such other duties as may be assigned to him by the Board of Directors
from time to time.  He shall give bond for the faithful performance of his
duties as assistant treasurer as the Board of Directors may direct.

                                  ARTICLE IV

                                 CAPITAL STOCK
          Section 1.    Certificate of Shares.    Each holder of capital stock
of the company shall be entitled to a stock certificate signed by the
chairman, president, or a vice president and either the treasurer or an
assistant treasurer, or the secretary or an assistant secretary, certifying
the number of shares owned by him in the company.  However, when the
certificate is signed by the transfer agent, or an assistant transfer agent,
or by a transfer clerk on behalf of the company and a registrar, the
signature of the chairman, president, vice president, treasurer, assistant
treasurer, secretary or assistant secretary may be facsimiles.
          All certificates shall be consecutively numbered.  The name of the
person owning the shares represented thereby, with the -number of such shares
and the date of issue, shall be entered in the company's books.
          No certificate shall be valid unless it be signed as provided above
in this Section I of Article IV of the by-laws.
          All certificates surrendered to the company shall be cancelled, and
no new certificate shall be issued until the former certificate shall have
been surrendered and cancelled, or such proof that the certificate has been
lost, damaged or destroyed as the Board of Directors may require,
and in that event a new certificate may be issued, but the Board of Directors
may require such security as they deem appropriate.
         Section 2.    Transfer of Shares.    Shares in the capital stock of
the company shall be transferred on the books of the company by the holder
thereof in person, or by his attorney, upon surrender and cancellation of
certificates for a like number of shares.

         Section 3.    Rules and Regulations as to Issue, Transfer and 
Registration of Shares of Stock.    The Board of Directors shall have power
and authority to make all such rules and regulations as they deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the company.  The Board of Directors may appoint a
transfer agent and registrar of transfers, and require all stock certificates
to bear the signature of such transfer agent and of such registrar of
transfers.

         Section 4.    Closing of Transfer Books.    The stock transfer books
may be closed for the meetings of the stockholders, and for the payment of
dividends, during such periods as from time to time may be fixed by the Board
of Directors, and during such periods no stock shall be transferable.

         Section 5.    Fixing Date for Determination of Stockholders' Rights. 
   The Board of Directors is authorized from time to time to fix in advance a
date not exceeding sixty (60) nor less than ten (10) days preceding the date
of any meeting of stockholders, or the date for the payment of any dividend,
or the date of allotment of rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of and to vote at any
such meeting, or any such allotment of rights, or to exercise the rights in
respect to any such change, conversion or exchange of capital stock, and in
such case only stockholders of record on the date so fixed shall be entitled
to such notice of and vote at any such meeting, or to receive payment of such
dividend, or allotment of rights, or exercise such rights, as the case may
be, and notwithstanding any transfer of any stock on the books of the company
after any such record date fixed as aforesaid.

                                   ARTICLE V
                         DIVIDENDS AND WORKING CAPITAL
         Section 1.    Dividends.    Dividends may be declared by the Board of
Directors from time to time out of the surplus or net profits of the company,
and shall be payable at such times as the Board may determine.

         Section 2.    Working Capital.    Before payment of any dividends or
making any distribution of profits, there may be set aside out of the net
profits of the company such sum or sums as the Board of Directors may from
time to time in their discretion think proper as working capital or as a
reserve fund to meet contingencies, and from time to time the Board of
Directors may increase, diminish and vary such working capital or such
reserve fund in their absolute judgment and discretion.

<PAGE>

                                  ARTICLE VI
                        CHECKS, NOTES, CONTRACTS, ETC.
         Section 1.    Checks and Notes.    Payment shall be made by checks or
check voucher, all of which shall be signed by the chairman, or president and
the treasurer or assistant treasurer, or by any two officers of the company
as the Board of Directors may from time to time direct, except that the Board
of Directors may provide by resolution for special subsidiary checking
accounts and their manner of operation for payroll, dividend and other
purposes.  Bills receivable, drafts and other evidence of indebtedness to the
company, shall be endorsed for the purpose of discount or collection by the
treasurer or assistant treasurer, or such other officer or officers of the
company as the Board of Directors may from time to time by resolution
designate.  No bills or notes or other evidence of indebtedness shall be
executed by or on behalf of the company unless the Board of Directors shall
authorize the same.  Such authority may be general or confined to specific
instances.

         Section 2.     Contracts and Instruments.     The Board of Directors
may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any conveyance or instrument in the name of
and on behalf of the company, and such authority may be general or confined
to specific instances.
         When the execution of any contract, conveyance or other instrument
has been authorized without specification of the executing officers, the
chairman, president or a vice president and the secretary or assistant
secretary, may execute the same in the name and behalf of the company and may
affix the corporate seal and attest thereto, unless otherwise directed or
required by the Board of Directors.

                                                     ARTICLE VII
                           MISCELLANEOUS PROVISIONS
         Section 1.    Fiscal Year.    The fiscal year of the company shall
begin on the first day of January in each and every year, and all accounts
shall be brought up to the close of the year.

         Section 2.    Principal Office.    The principal office of this
company shall be at One Elizabethtown Plaza, City of Elizabeth, County of
Union, State of New Jersey, but the Board of Directors may at any regular or
special meeting change the place of such office, upon the adoption of a
resolution providing therefor by the votes of at least two thirds of its
members.
         This company may have other offices at such places as the Board of
Directors shall designate and the business of this company may require.

         Section 3.    Officers' Voting Stock.    The chairman, president, or
a vice president, shall have full power and authority on behalf of this
company to attend and act, and to vote in person or by proxy at any meeting
of stockholders of any corporation in which this corporation may own and hold
stock, and at any such meeting shall possess and may exercise any and all the
rights and powers incident to the ownership of such stock and which, as the
owner thereof, the company might have possessed and exercised if present.
The Board of Directors, by resolution, from time to time, may confer like
powers upon any person or persons.

         Section 4.    Rules of Order for Meetings.    Robert's Rules of Order
Revised, Seventy-fifth Anniversary Edition, are adopted as rules of order for
all meetings of the company where not in conflict with law, the corporate
charter and these by-laws, but these rules of order may be suspended by a
majority vote of those entitled to vote at the meeting, either in person or
by proxy.

                                 ARTICLE VIII

                                CORPORATE SEAL
         Section 1. The corporate seal of this company shall be as shown by
the following impression:


                                  ARTICLE IX
                             AMENDMENT OF BY-LAWS
         Section 1. These by-laws may be amended by the Board of Directors as
provided in section (a) of Article IV of the Joint Agreement of
Consolidation, or as provided by law.