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                                EXHIBIT 3.2
            SIXTH AMENDED AND RESTATED BYLAWS OF THE REGISTRANT


                    SIXTH AMENDED AND RESTATED BYLAWS
                                    OF
                        ENERGY SEARCH, INCORPORATED
                        ADOPTED AS OF MAY 20, 1997


     These Sixth Amended and Restated Bylaws ("Bylaws") shall supersede all
prior Bylaws, amendments and restatements thereof, and shall regulate the
business and affairs of the Corporation, subject to the provisions of the
Corporation's Charter, as amended and restated, and any applicable
provisions of the Tennessee Business Corporation Act, Section 48-11-101 et
seq., Tennessee Code Annotated, as amended, (the "Tennessee Act").


                                 SECTION 1
                       OFFICES AND REGISTERED AGENT


     SECTION 1.01.  REGISTERED OFFICE.  The Corporation shall designate and
continuously maintain a registered office in the State of Tennessee.

     SECTION 1.02.  PRINCIPAL OFFICE.  The principal office of the
Corporation shall be that which is designated as such in its Charter.

     SECTION 1.03.  OTHER OFFICES.  The Corporation may also have other
offices within and without the State of Tennessee at such places as the
Board of Directors may from time to time determine.

     SECTION 1.04.  REGISTERED AGENT.  The Corporation shall designate and
continuously maintain a registered agent in the State of Tennessee at its
registered office.


                                 SECTION 2
                               SHAREHOLDERS


     SECTION 2.01.  PLACE.  All meetings of the shareholders of the
Corporation shall be held at the principal office of the Corporation, or at
such other place as may be fixed by resolution of the Board of Directors.

     SECTION 2.02.  ANNUAL MEETING.  The annual meeting of the shareholders
of the Corporation shall be held at 10:00 a.m. E.S.T. on the third
Wednesday in September of each and every year, if not a legal holiday, and
if a legal holiday, then on the next succeeding business day, not a legal



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holiday.  The Board of Directors may, however, by resolution, fix the date
of the annual meeting on any day within the period of sixty (60) days next
succeeding the foregoing date.  At the annual meeting, the shareholders
shall elect Directors, receive reports on the activities and financial
condition of the Corporation, and transact such other business as may
properly come before the meeting.

     SECTION 2.03.  SPECIAL MEETINGS.  The Corporation shall hold a special
meeting of its shareholders upon the call of the Board of Directors or the
President, or upon the written demand(s) to the Secretary by shareholders
holding at least ten (10%) percent of all votes entitled to be cast on any
issue to be considered at the proposed special meeting.  Any call or demand
for a special meeting shall describe the purpose(s) for which the special
meeting is to be held. Only business within the purpose(s) described in the
meeting notice for the special meeting may be conducted at such meeting.

     SECTION 2.04.  NOTICE OF MEETINGS.  The Corporation shall notify its
shareholders of the date, time and place of each annual and special meeting
of shareholders no fewer than ten (10) days, nor more than two (2) months
before the meeting date.  If a meeting is adjourned to a different date,
time and/or place, notice of the new date, time and/or place need not be
given if they are announced at the meeting before adjournment, unless a new
record date is or must be fixed.

     SECTION 2.05.  WAIVER OF NOTICE.  A shareholder's attendance at a
meeting:

          (a)  Waives objection to lack of notice or defective notice
     of the meeting unless the shareholder at the beginning of the
     meeting (or promptly upon arrival) objects to holding the meeting
     or transacting business at the meeting; and

          (b)  Waives objection to consideration of a particular
     matter at the meeting that is not within the purpose(s) described
     in the meeting notice, unless the shareholder objects to
     considering the matter when it is presented.

     SECTION 2.06.  QUORUM.  Unless otherwise required by law, a majority
of the votes entitled to be cast on a matter must be represented at any
meeting of the shareholders to constitute a quorum on that matter.  If,
however, such majority is not represented at a meeting, the chairman of the
meeting or the holders of a majority of the votes in fact represented at
the meeting (whether in person or by proxy) shall have the power to adjourn
the meeting to another date, time and/or place without notice other than
announcement at the meeting, unless a new record date is or must be fixed,
until the requisite quorum is present or represented, when any business may
be transacted which might have been transacted at the meeting as it was
originally scheduled before adjournment.


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     SECTION 2.07.  VOTING REQUIREMENTS.  Except as otherwise provided in
these Bylaws, action on any matter voted upon at a meeting of the
shareholders is approved if a quorum exists and if the votes cast in favor
of the action exceed the votes cast against the action.  However, Directors
shall be elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting of the shareholders at which a quorum is
present.

     SECTION 2.08.  ACTION WITHOUT MEETING.  Action that is required or
permitted to be taken at a meeting of the shareholders may be taken without
such a meeting if all shareholders entitled to vote on the action consent
to taking such action without a meeting.  If all of such shareholders so
consent, the affirmative vote of the number of shares that would be
necessary to authorize or take such action at a meeting shall be the act of
the shareholders, except as otherwise provided in these Bylaws.  Such
consent (or counterpart(s) thereof) shall describe the action taken, be in
writing, be signed by each shareholder entitled to vote on the action,
indicate each signing shareholder's vote or abstention on the action, and
be delivered to the Secretary of the Corporation and included in the
minutes or corporate records.


                                 SECTION 3
                            BOARD OF DIRECTORS


     SECTION 3.01.  GENERAL POWERS AND QUALIFICATIONS.  All corporate
powers of the Corporation shall be exercised by and under the authority of,
and the business and affairs of the Corporation shall be managed under the
direction of, the Board of Directors.  All Directors must be natural
persons and shall be at least eighteen (18) years of age.  Within ninety
(90) days after successful completion of the initial public offering of
common stock of the Corporation anticipated to take place in the latter
part of 1996 (the "IPO"), at least two (2) members of the Board of
Directors shall be outside Directors (the "Outside Directors").  To qualify
as an Outside Director for purposes of these Bylaws, a Director must not
currently be, or have been within the past year, an officer or regular
salaried employee of the Company.

     SECTION 3.02.  NUMBER OF DIRECTORS.  Until successful completion of
the IPO, the Board of Directors shall be comprised of three (3)
Director(s).  Upon successful completion of the IPO, the Board of Directors
shall be comprised of five (5) Directors, at least two (2) of which shall
be Outside Directors.  These Bylaws may be amended from time to time by the
shareholders or by the Board of Directors to increase or decrease the
number of Directors within the limits provided by law.

     SECTION 3.03.  ELECTION AND TENURE.  Directors shall be elected by the
shareholders at each annual meeting of the shareholders for those Director

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terms then expired.  The Directors of the Corporation shall have staggered
terms in accordance with Section 48-18-106 of the Tennessee Act.  Upon
successful completion of the IPO, the Board of Directors then in office
shall appoint two (2) Outside Directors who shall serve until his or her
successors is duly elected and qualified in the election of first group
Directors at the first annual meeting of Shareholders after successful
completion of the IPO.  Commencing at the first annual meeting of
Shareholders after consummation of the IPO, the Board of Directors of the
Company shall be divided into three classes, each class to consist as
nearly as possible of one-third of the Directors.  The term of office of
one class of Directors shall expire each year with the initial term of
office of the Class I Directors expiring at the 1998 annual meeting of
Shareholders; the initial term of office of the Class II Directors expiring
at the 1999 annual meeting of the Shareholders; and the initial terms of
office of the Class III Directors expiring at the 2000 annual meeting of
Shareholders. Commencing with the 1998 annual meeting of Shareholders, the
Directors of the class elected at each annual meeting of Shareholders shall
hold office for a term of three years.

     SECTION 3.04.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors may be held without notice at such time and place as the Board of
Directors shall determine from time to time, but no less frequently than
once a year.

     SECTION 3.05.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by the President or by any two (2) Directors.  If,
however, the Board of Directors is comprised of only one (1) Director, then
special meetings may be called by that single Director.

     SECTION 3.06.  NOTICE OF MEETINGS.  Regular meetings of the Board of
Directors may be held without notice of the date, time, place, or purpose
of the meeting.  Special meetings of the Board of Directors must be
preceded by at least two (2) days' notice to each Director of the date,
time and place, but not the purpose, of such special meeting.  Notice of
any adjourned meeting need not be given if the time and place to which the
meeting is adjourned are fixed at the meeting at which the adjournment is
taken, and if the period of adjournment does not exceed one (1) month in
any one (1) adjournment.

     SECTION 3.07.  WAIVER OF NOTICE.  If a Director attends or participates
in a meeting, he or she waives any required notice to him or her of the meeting
unless the Director at the beginning of the meeting (or promptly upon arrival)
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.

     SECTION 3.08.  QUORUM AND VOTING.  A quorum of the Board of Directors
consists of a majority of the number of Directors which comprise the Board,
as fixed by these Bylaws.  If a quorum is present when a vote is taken, the
affirmative vote of a majority of the Directors present is the act of the
Board of Directors, except as otherwise provided in these Bylaws.
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     SECTION 3.09.  VACANCY.  If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of Directors
or a vacancy resulting from a removal of a Director with or without cause:

        (a)   The shareholders may fill the vacancy;

        (b)   The Board of Directors may fill the vacancy; or

        (c)   If the Directors remaining in office constitute fewer
     than a quorum of the Board, they may fill the vacancy by the
     affirmative vote of a majority of all Directors remaining in office.

     SECTION 3.10.  REMOVAL OF DIRECTORS.  The shareholders may remove any
one (1) or more Directors, with or without cause, at any special meeting
which is specifically called for that purpose.

     SECTION 3.11.  ACTION WITHOUT MEETING.  Action which is required or
permitted to be taken at a meeting of the Board of Directors may be taken
without such a meeting if all Directors consent to taking such action
without a meeting.  If all Directors so consent, the affirmative vote of
the number of Directors that would be necessary to authorize or take such
action at a meeting shall be the act of the Board, except as otherwise
provided in these Bylaws.  Such consent (or counterpart(s) thereof) shall
describe the action taken, be in writing, be signed by each Director
entitled to vote, indicate each signing Director's vote or abstention on
the action, and be delivered to the Secretary of the Corporation and
included in the minutes or corporate records.

     SECTION 3.12.  INDEMNIFICATION.  With respect to claims or liabilities
arising out of service as a Director of the Corporation, the Corporation
shall indemnify and advance expenses to each present and future Director
(and his or her estate, heirs, and personal representatives) to the fullest
extent required or allowed by the laws of the State of Tennessee, both as
now in effect and as hereafter adopted or amended.

     SECTION 3.13  COMMITTEES.   The Board of Directors may, from time to
time, in a manner consistent with the requirements of Section 48-18-206 of
the Act, or any successor provision thereto, authorize and constitute one
or more committees to be comprised, unless otherwise indicated herein, of
at least one (1) Director.  Such committees shall have such purposes and
authorities as shall be specified by the Board of Directors.  The members
of such committees shall be subject to qualifications and conditions as
shall be specified by the Board of Directors.

                                 SECTION 4
                                 OFFICERS

     SECTION 4.01.  REQUIRED OFFICERS.  The officers of the Corporation
shall be a Chief Executive Officer, a President, a Vice President, a

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Secretary, a Treasurer and such other officers as may from time to time be
elected or appointed by the Board of Directors.  Except for the offices of
President and Secretary, the same individual may simultaneously hold more
than one (1) office in the Corporation.  All officers must be natural
persons and shall be at least eighteen (18) years of age.

     SECTION 4.02.  ELECTION.  At the first meeting of the Board of
Directors after each annual meeting of the shareholders, the Board shall
elect the officers of the Corporation by a majority vote of those Directors
present, provided a quorum exists.

     SECTION 4.03.  TERM OF OFFICE.  The officers of the Corporation shall
hold office for one (1) year or until their successors are chosen and
qualify in their stead, subject, however, to the right and authority of the
Board of Directors to remove any officer at any time with or without cause.

     SECTION 4.04.  POWERS AND DUTIES OF OFFICERS.  The powers and duties of
the officers of the Corporation shall be as follows:

        (a) CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall
     serve as the Chairman of the Board of the Corporation, shall consult
     with and advise the President and other officers as necessary or
     appropriate in carrying out their duties, and shall have such
     powers and perform such duties as may be assigned to him or her by
     the Board of Directors.

        (b) PRESIDENT. The President shall be the primary Officer of the
     Corporation, shall have general and active management of the
     Corporation, shall consult with the Chief Executive Officer as may
     be necessary or appropriate and shall see that all orders and
     resolutions of the Board of Directors are carried into effect,
     subject, however, to the right of the Board of Directors to delegate
     any specific powers, unless exclusively conferred upon the President
     by law, to any other officer(s) of the Corporation.

        (c) VICE PRESIDENT. The Vice President shall have such powers and
     perform such duties as may be assigned to him or her by the Board of
     Directors or the President, and shall consult with the Chief
     Executive Officer as may be necessary or appropriate to carry out
     his or her duties.  In the absence or disability of the President,
     the Vice President shall perform the duties and exercise the powers
     of the President.  The Vice President may sign and execute contracts
     and other obligations pertaining to the regular course of his or her
     duties.

        (d) SECRETARY. The Secretary shall attend all meetings of the
     Board of Directors and of the shareholders of the Corporation and
     shall be responsible for preparing the minutes of such meetings.
     The Secretary shall be responsible for the care and custody of the

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     minute book of the Corporation and for authenticating records of the
     Corporation.  It shall be his or her duty to give or cause to be
     given notice of all meetings of the shareholders and of the Board of
     Directors.  The Secretary shall also perform such other duties as
     may be assigned to him or her by the Board of Directors or by the
     President, under whose supervision he or she shall act, and shall
     consult with the Chief Executive Officer as may be necessary or
     appropriate to carry out his or her duties.  In the event the
     Secretary is absent for some reason from any meeting where minutes
     are to be prepared or is otherwise unable to take such minutes, the
     presiding officer of such meeting shall appoint another person,
     subject to the approval of those present and entitled to vote at
     such meeting, to take the minutes thereof.

        (e) TREASURER. The Treasurer shall have custody of the
     Corporation funds, securities and shall keep full and accurate
     account of receipts and disbursements in the appropriate Corporation
     books, and shall require the deposit of all monies and other
     valuable assets in the name of and to the credit of the Corporation
     in such financial institutions as may be designated by the Board of
     Directors.  The Treasurer shall require disbursement of the funds of
     the Corporation as may be ordered by the Board of Directors, and
     shall render to the President and the Board of Directors, at any
     time they may require, an account of his or her transactions as
     Treasurer and of the financial condition of the Corporation.  The
     Treasurer shall also report on the financial condition of the
     Corporation at all annual meetings of the shareholders.  The
     Treasurer shall also perform such other duties as may be assigned to
     him or her by the Board of Directors or by the President, under
     whose supervision he or she will act, and shall consult with the
     Chief Executive Officer as may be necessary or appropriate to carry
     out his or her duties.

     SECTION 4.05.  REMOVAL.  The Board of Directors may remove any officer
at any time with or without cause.

     SECTION 4.06.  VACANCIES.   Any vacancies occurring in the offices of
the President, Vice President, Secretary or Treasurer shall be filled by
the Board of Directors as soon as practicable. Vacancies in other offices
may be filled at the discretion of the Board of Directors.

     SECTION 4.07.  DELEGATION OF POWERS AND DUTIES.  In case of the absence
of any officer of the Corporation, or for any reason that the Board of
Directors may deem sufficient, the Board of Directors may delegate the
powers of such officer to any other officer or to any Director for the time
being.

     SECTION 4.08.  INDEMNIFICATION.  With respect to claims or liabilities
arising out of service as an officer of the Corporation, the Corporation

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shall indemnify and advance expenses to each present and future officer
(and his or her estate, heirs and personal representatives) to the fullest
extent required or allowed by the laws of the State of Tennessee, both as
now in effect and as hereafter adopted or amended.

                                 SECTION 5
                            RECORDS AND REPORTS

     SECTION 5.01.  CORPORATE RECORDS.  The Corporation shall keep as
permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, appropriate accounting records, and a list of
its shareholders in alphabetical order by class and series showing their
respective addresses and the number of shares each shareholder holds.

     SECTION 5.02.  RECORDS AT PRINCIPAL OFFICE.  The Corporation shall keep
at all times a copy of the following records at its principal office:

        (a)   Its Charter or Restated Charter and all amendments
     thereto;

        (b)   These Bylaws and all amendments thereto;

        (c)   Resolutions adopted by the Board of Directors creating
     one (1) or more classes or series of shares of stock, and fixing
     their relative rights, preferences, and limitations, if shares
     issued pursuant to those resolutions are outstanding;

        (d)   The minutes of all meetings of shareholders and the
     records of all actions taken by shareholders without a meeting for
     the past three (3) years;

        (e)   All written communications to shareholders generally
     within the past three (3) years, including the past three (3) years'
     annual financial statements;

        (f)   A list of the names and business addresses of its
     current Directors and officers; and

        (g)   The most recent annual report delivered to the Tennessee
     Secretary of State.

     SECTION 5.03. ANNUAL FINANCIAL STATEMENTS.  The Corporation shall
prepare annual financial statements that include a balance sheet as of the
end of the fiscal year, an income statement for that year, a statement of
changes in shareholders' equity for the year unless that information
appears elsewhere in the financial statements, and such other information
necessary to comply with the requirements of the applicable provisions of
the Tennessee Act or any other federal, state or local law to which the
Corporation shall be subject.
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                                 SECTION 6
                      ISSUANCE AND TRANSFER OF SHARES


     SECTION 6.01.  CERTIFICATES OF STOCK.  All shares of issued and
outstanding stock of the Corporation shall be evidenced by stock
certificates that shall be numbered and shall be entered on the books of
the Corporation as they are issued.  The certificates shall show the class
of stock, the holder's name, the number of shares and the date issued.
They shall be signed by the President and the Secretary.

     SECTION 6.02.  LOST CERTIFICATES.  In case of loss or destruction of a
certificate of stock, no new certificate shall be issued in lieu thereof
except upon satisfactory proof of the loss to the Board of Directors.  Upon
issuing a duplicate certificate in lieu of a lost or destroyed certificate,
the Board may require the giving of such security as it may deem expedient
against loss to the Corporation.  Any such new certificate shall have
"duplicate" marked on its face.

     SECTION 6.03.  RESTRICTIONS AND LIMITATIONS.  The certificates of stock
may be restricted or limited as to transferability or otherwise by the
Charter, these Bylaws, an agreement among shareholders or any two (2) or
more of them, or an agreement between shareholders and the Corporation.
Each certificate which is so restricted or limited shall have conspicuously
noted thereon a statement as to the existence of such restriction or
limitation.  In addition to such restrictions or limitations, if any, the
following legend, if applicable, shall appear upon each certificate of
stock, and such stock shall be subject to the following restrictions:

     TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED
     AND MAY NOT OCCUR ABSENT APPROPRIATE REGISTRATION UNDER FEDERAL AND
     APPLICABLE STATE SECURITIES LAWS OR QUALIFICATIONS FOR EXEMPTION
     FROM REGISTRATION.

     SECTION 6.04.  TRANSFER OF SHARES.  The rights against the Corporation
inherent in the shares represented by a certificate of stock in the
Corporation are transferable only by registration of such shares in the
name of the transferee or assignee as the registered holder on the books of
the Corporation.  In all cases of transfer, the former certificate shall be
surrendered and canceled before a new certificate is issued.  Shares of
stock may be transferred on the books of the Corporation only by:

        (a)   Delivery of the certificate properly endorsed by the
     holder of record; or

        (b)   Delivery of the certificate and a separate document
     containing a written assignment of the certificate by the holder of
     record or a proper written power of attorney to sell, assign or
     transfer the same or the shares represented thereby.

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                                 SECTION 7
                         MISCELLANEOUS PROVISIONS


     SECTION 7.01.  FISCAL YEAR.  The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.

     SECTION 7.02.  NO SEAL.  The Corporation shall have no seal, unless
otherwise determined by the Board of Directors.

     SECTION 7.03.  NOTICES.  Whenever notice is required to be given to
shareholders, Directors or officers, unless otherwise provided by law, the
Charter or these Bylaws, such notice may be given in person, or by
telephone, telegraph, teletype, facsimile transmission or other form of
wire or wireless communication, or by mail or other private carrier.  If
such notice is given by mail, it shall be sent postage prepaid by first
class United States mail or by registered or certified United States mail,
return receipt requested, and addressed to the respective address which
appears for each such person on the books of the Corporation.  Written
notice sent by mail to shareholders shall be deemed to have been given when
it is mailed.  Any other written notice shall be deemed to have been given
at the earliest of the following:

        (a)   When received;

        (b)   Five (5) days after its deposit in the United States
     mail if sent first class, postage prepaid; or

        (c)   On the date on the return receipt, if sent by registered
     or certified United States mail, return receipt requested, postage
     prepaid, and the receipt is signed by or on behalf of the addressee.

     SECTION 7.04.  WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of any statute, or of the Charter or these
Bylaws, a waiver thereof in writing signed by the person entitled to such
notice, whether before or after the date stated thereon, and delivered to
the Secretary of the Corporation and included in the minutes or corporate
records, shall be deemed equivalent thereto.

     SECTION 7.05.  NEGOTIABLE INSTRUMENTS.  All checks, drafts, notes or
other obligations of the Corporation shall be signed by such of the
officers of the Corporation, or by such other person(s), as may be
authorized by the Board of Directors.

     SECTION 7.06.  DEPOSITS.  The monies of the Corporation may be
deposited in the name of the Corporation in such bank(s) or financial
institution(s) as the Board of Directors shall designate from time to time
and shall be drawn out by check signed by the officer(s) or person(s)
designated by resolution adopted by the Board of Directors.

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                                 SECTION 8
                            AMENDMENT OF BYLAWS


     SECTION 8.01.  BY SHAREHOLDERS.  These Bylaws may be amended by a
majority vote of all shares issued and outstanding and entitled to vote at
any annual or special meeting of the shareholders where a quorum is
present, provided notice of intention to amend shall have been contained in
the notice of any special meeting for that purpose.  These Bylaws may also
be amended by the shareholders without a meeting in the same manner as
provided therefor herein, except that such action to amend must be by a
majority vote of all shares issued and outstanding and entitled to vote if
such a meeting were to take place.

     SECTION 8.02.  BY BOARD OF DIRECTORS.  By a majority vote of the
Directors then in office, the Board of Directors may amend these Bylaws,
including bylaws adopted by the shareholders, at any regular or special
meeting of the Board of Directors where a quorum is present, provided that
the shareholders may from time to time specify particular provisions of
these Bylaws that may not be amended by the Board of Directors.  The Board
of Directors may also amend these Bylaws without a meeting in the same
manner as provided therefor herein, except that such action to amend must
be by a majority vote of the Directors then in office.


                               CERTIFICATION


     By my signature below I certify that I am the Secretary of the
Corporation and that the foregoing document represents the Sixth Amended
and Restated Bylaws of the Corporation duly adopted by the Board of
Directors of the Corporation.  These Sixth Amended and Restated Bylaws
shall supersede and amend any and all prior Bylaws of the Corporation, or
any amendments or restatements thereof.


 /S/ ROBERT L. REMINE                                  Dated:  May 20, 1997
SECRETARY OF ENERGY SEARCH, INCORPORATED





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