BY-LAWS

                                       OF

                                  BL GAS, INC.

                            (A NEW YORK CORPORATION)

                                    ARTICLE I

                                  SHAREHOLDERS
                                  ------------

      Section 1. Place of Meetings.  Meetings of  shareholders  shall be held at
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such  place,  either  within  or  without  the  State of New  York,  as shall be
designated from time to time by the Board of Directors.

      Section 2. Annual Meetings.  Annual meetings of shareholders shall be held
                 ----------------
on such  date  during  such  month  of each  year  and at such  time as shall be
designated  from time to time by the Board of Directors.  At each annual meeting
the  shareholders  shall  elect a Board of  Directors  and  transact  such other
business as may properly be brought before the meeting.

     Section 3. Special  Meetings.  Special  meetings of the shareholders may be
                -----------------
called by the Board of Directors.

      Section  4.  Notice of  Meetings.  Written  notice of each  meeting of the
                   -------------------
shareholders  stating the place,  date and hour of the meeting shall be given by
or at the  direction of the Board of Directors to each  shareholder  entitled to
vote at the  meeting at least ten,  but not more than  fifty,  days prior to the
meeting.  Notice of any special meeting shall state in general terms the purpose
or purposes for which the meeting is called.


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      Section 5. Quorum;  Adjournments of Meetings. The holders of a majority of
                 ------
the  issued  and  outstanding  shares of the  capital  stock of the  corporation
entitled to vote at a meeting,  present in person or represented by proxy, shall
constitute a quorum for the  transaction  of business at such  meeting;  but, if
there be less than a quorum for the  transaction  of business  at such  meeting;
but,  if there be less than a quorum,  the holders of a majority of the stock so
present or  represented  may adjourn the meeting to another time or place,  from
time to time until a quorum shall be present, whereupon the meeting may be held,
as  adjourned,  without  further  notice,  except as  required  by law,  and any
business  may be  transacted  thereat  which might have been  transacted  at the
meeting as originally called.

      Section 6. Voting.  At any meeting of the  shareholders  every  registered
                 ------
owner of shares  entitled to vote may vote in person or by proxy and,  except as
otherwise  provided by statute,  in the  Certificate of  Incorporation  or these
By-Laws,  shall  have one vote for each such share  standing  in his name on the
books  of  the  corporation.  Except  as  otherwise  required  by  statute,  the
Certificate of Incorporation or these By-Laws,  all corporate action, other than
the  election of  directors,  to be taken by vote of the  shareholders  shall be
authorized  by a majority  of the votes cast at such  meeting by the  holders or
shares entitled to vote thereon, a quorum being present.

     Section 7. Inspectors of Election. The Board of Directors, or, if the Board
                ----------------------
shall not have made the  appointment,  the chairman  presiding at any meeting of
shareholders,  shall  have the power to  appoint  one or more  persons to act as
inspectors of election at the meeting or any



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adjournment  thereof,  but no  candidate  for the  office of  director  shall be
appointed as an inspector at any meeting for the election of directors.

      Section 8.  Chairman of Meetings.  The  Chairman of the Board,  or, in his
                  --------------------
absence, the President shall preside at all meetings of the shareholders. In the
absence of both the Chairman of the Board and the  President,  a majority of the
members of the Board of Directors  present in person at such meeting may appoint
any other officer or director to act as Chairman of the meeting.

     Section 9. Secretary of Meetings.  The Secretary of the  corporation  shall
                ---------------------
act as  secretary  of all  meetings of the  shareholders.  In the absence of the
Secretary,  the chairman of the meeting shall appoint any other person to act as
secretary of the meeting.

                                  ARTICLE II

                              BOARD OF DIRECTORS
                              ------------------

      Section 1. Number of Directors.  The number of directors shall be not more
                 -------------------
than  nine and not less than  three,  except  that  whenever  all  shares of the
corporation's  stock are  owned  beneficially  and of record by less than  three
shareholders,  the number of directors  may be less than three but not less than
the number of shareholders.  The number of initial directors shall be one, which
may be changed from time to time within the limits herein set forth by action of
the shareholders or of the Board of Directors.



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      Section 2.  Vacancies.  Whenever  any vacancy  shall occur in the Board of
                  ---------
Directors by reason of death,  resignation,  increase in the number of directors
or  otherwise,  it may be filled  only by a majority  of the  directors  then in
office,  although less than a quorum, or by the sole remaining director, for the
balance of the term,  or , if the Board has not filled such  vacancy or if there
are no remaining directors, it may be filled by the shareholders.

      Section 3. First Meeting. The first meeting of each newly elected Board of
                 -------------
Directors,  of which no notice  shall be  necessary,  shall be held  immediately
following the annual meeting of shareholders  or any adjournment  thereof at the
place the annual meeting of  shareholders  was held at which such directors were
elected,  or at such  other  place as a  majority  of the  members  of the newly
elected  board  who are  then  present  shall  determine,  for the  election  or
appointment  of officers for the ensuing year and the  transaction of such other
business as may be brought before such meeting.

      Section 4. Regular  Meetings.  Regular meetings of the Board of Directors,
                 -----------------
other  than the first  meeting,  may be held  without  notice at such  times and
places as the Board of Directors may from time to time determine.

      Section 5. Special  Meetings.  Special  meetings of the Board of Directors
                 -----------------
may be called by order of the  Chairman of the Board,  the  President or any two
directors.  Notice of the time and place of each special  meeting shall be given
by or at the  direction of the person or persons  calling the meeting by mailing
the same at least three days before the meeting or by



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telephoning, telegraphing or delivering personally the same at least twenty-four
hours before the meeting to each director.  Except as otherwise specified in the
notice thereof,  or as required by statute,  the Certificate of Incorporation or
these ByLaws, any and all business may be transacted at any special meeting.

      Section 6. Organization.  Every meeting of the Board of Directors shall be
                 ------------
presided over by the Chairman of the Board,  or, in his absence,  the President.
In the  absence of the  Chairman  of the Board and the  President,  a  presiding
officer shall be chosen by a majority of the directors present. The Secretary of
the corporation shall act as secretary of the meeting,  but, in his absence, the
presiding officer may appoint any person to act as secretary of the meeting.

      Section 7. Quorum;  Vote. A majority of the directors  then in office (but
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in no event  less  than  one-third  of the  total  number  of  directors)  shall
constitute a quorum for the transaction of business,  but less than a quorum may
adjourn  any  meeting to another  time or place from time to time until a quorum
shall be  present,  whereupon  the meeting may be held,  as  adjourned,  without
further  notice.  Except as otherwise  required by statute,  the  Certificate of
Incorporation  or these  By-Laws,  all matters  coming before any meeting of the
Board of Directors  shall be decided by the vote of a majority of the  directors
present at the meeting, a quorum being present.

     Section 8. Action Without  Meeting.  Any action required or permitted to be
                -----------------------
taken by the Board of Directors may be taken without a meeting if all members of
the Board of Directors  consent in writing to the  adoption of a  resolution  or
resolutions authorizing the action, which


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resolution or resolutions,  and the written  consents  thereto by the members of
the Board of Directors,  shall be filed with the minutes of the  proceedings  of
the Board of  Directors.  Any one or more members of the Board of Directors  may
participate  in a meeting of such Board by means of a  conference  telephone  or
similar  communications  equipment  allowing  all persons  participating  in the
meeting to hear each other at the same time.  Participation  by such means shall
constitute presence in person at a meeting.

                                  ARTICLE III

                                   OFFICERS
                                   --------
      Section 1. General. The Board of Directors shall elect the officers of the
                 -------
corporation,  which may include a President,  Executive Vice Presidents,  Senior
Vice  Presidents,  a  Secretary  and a  Treasurer  and such other or  additional
officers  (including,  without limitation,  a Chairman of the Board, one or more
Vice-Chairmen  of  the  Board,  Vice  Presidents,   Assistant  Vice  Presidents,
Assistant  Secretaries  and Assistant  Treasurers) as the Board of Directors may
designate.

      Section 2. Term of Office;  Removal and Vacancy.  Each officer  shall hold
                 ---------------
his office until the meeting of the Board of Directors following the next annual
meeting of shareholders  and until his successor has been elected and qualified,
or until his  earlier  resignation  or  removal.  Any  officer or agent shall be
subject to removal with or without  cause at any time by the Board of Directors.
Vacancies in any office,  whether  occurring by death,  resignation,  removal or
otherwise, may be filled by the Board of Directors.


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      Section 3. Powers and  Duties.  Each of the  officers  of the  corporation
                 ------------------
shall, unless otherwise ordered by the Board of Directors,  have such powers and
duties as generally  pertain to their respective  offices as well as such powers
and  duties  as from  time to time may be  conferred  upon  him by the  Board of
Directors. Unless otherwise ordered by the Board of Directors after the adoption
of these By-Laws,  the Chairman of the Board, or, when the office of Chairman of
the Board is vacant,  the President,  shall be the chief executive office of the
corporation.

      Section 4. Power to Vote Stock.  Unless otherwise  ordered by the Board of
                 -------------------
Directors, the Chairman of the Board, the President, an Executive Vice President
and a Senior Vice  President  shall each have full power and authority on behalf
of the  corporation to attend and to vote at any meeting of  stockholders of any
corporation in which the corporation may hold stock,  and may exercise on behalf
of the  corporation  any  and  all of the  rights  and  powers  incident  to the
ownership of such stock at any such  meeting and shall have power and  authority
to  execute  and  deliver  proxies,  waivers  and  consents  on  behalf  of  the
corporation in connection with the exercise by the corporation of the rights and
powers  incident to the ownership of such stock.  The Board of  Directors,  from
time to time, may confer like powers upon any other person or persons.

                                  ARTICLE IV

                                CAPITAL STOCK
                                -------------

     Section 1. Certificates of Stock. Certificates representing shares of stock
                ---------------------
of the corporation shall be in such form complying with the statute as the Board
of Directors may from time to time prescribe and shall be signed by the Chairman
of the Board or a Vice-Chairman of



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the  Board or the  President  or a  Vice-President  and by the  Treasurer  or an
Assistant Treasurer or the Secretary or an Assistant Secretary.

      Section 2. Transfer of Stock.  Shares of capital stock of the  corporation
                 -----------------
shall be transferable on the books of the corporation  only by the holder of the
record  thereof,  in person or by duly authorized  attorney,  upon surrender and
cancellation of certificates for a like number of shares,  with an assignment or
power of transfer endorsed thereon or delivered  therewith,  duly executed,  and
with  such  proof of the  authenticity  of the  signature  and of  authority  to
transfer, and of payment of transfer taxes, as the corporation or its agents may
require.

      Section 3. Ownership of Stock. The corporation  shall be entitled to treat
                 ------------------
the  holder of record  of any share or shares of stock as the owner  thereof  in
fact and shall not be bound to  recognize  any  equitable  or other  claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof,  except as otherwise expressly provided by
law.

                                  ARTICLE V

                                MISCELLANEOUS
                                -------------

     Section 1. Corporate Seal. The seal of the corporation shall be circular in
                --------------
form and shall  contain  the name of the  corporation  and the year and State of
incorporation.



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     Section 2. Fiscal Year. The Board of Directors shall have power to fix, and
                -----------
from time to time to change, the fiscal year of the corporation.

                                  ARTICLE VI

                                  AMENDMENT
                                  ---------

      The Board of Directors shall have the power to adopt,  amend or repeal the
By-Laws of the corporation  subject to the power of the shareholders to amend or
repeal the By-Laws made or altered by the Board of Directors.

                                 ARTICLE VII

                               INDEMNIFICATION
                               ---------------

      Except  to the  extent  expressly  prohibited  by the  New  York  Business
Corporation Law, the corporation  shall indemnify each person made or threatened
to be made a party to any action or proceeding,  whether civil or criminal,  and
whether by or in the right of the  corporation  or  otherwise,  by reason of the
fact that  such  person  or such  person's  testator  or  intestate  is or was a
director  or officer of the  corporation,  or serves or served at the request of
the  corporation  any other  corporation,  partnership,  joint  venture,  trust,
employee  benefit plan or other  enterprise in any capacity  while he or she was
such a director or officer  (hereinafter  referred to as "Indemnified  Person"),
against judgments,  fines, penalties,  amounts paid in settlement and reasonable
expenses,  including attorneys' fees, incurred in connection with such action or
proceeding,  or any appeal therein,  provided that no such indemnification shall
be made if a judgment or other final  adjudication  adverse to such  Indemnified
Person establishes that either



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(a) his or her acts were  committed  in bad faith,  or were the result of active
and  deliberate  dishonesty,  and  were  material  to the  cause  of  action  so
adjudicated,  or (b) that he or she personally gained in fact a financial profit
or other advantage to which he or she was not legally entitled.

      The  corporation  shall  advance or promptly  reimburse  upon  request any
Indemnified  Person for all  expenses,  including  attorneys'  fees,  reasonably
incurred  in  defending  any  action  or  proceeding  in  advance  of the  final
disposition  thereof  upon  receipt  of an  undertaking  by or on behalf of such
Indemnified Person to repay such amount if such Indemnified Person is ultimately
found  not to be  entitled  to  indemnification  or,  where  indemnification  is
granted,  to the extent the expenses so advanced or reimbursed exceed the amount
to which such Indemnified Person is entitled.

      Nothing herein shall limit or affect any right of any  Indemnified  Person
otherwise than hereunder to  indemnification or expenses,  including  attorney's
fees, under any statute, rule, regulation, certificate of incorporation, by-law,
insurance policy, contract or otherwise.

      Anything in these by-laws to the contrary notwithstanding,  no elimination
of this by-law, and no amendment of this by-law adversely affecting the right of
any Indemnified  Person to  indemnification or advancement of expenses hereunder
shall be  effective  until the 60th day  following  notice  to such  Indemnified
Person of such action, and no elimination of or amendment



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to this by-law shall  thereafter  deprive any  Indemnified  Person of his or her
rights hereunder arising out of alleged or actual occurrences,  acts or failures
to act prior to such 60th day.

      The  corporation  shall not,  except by  elimination  or amendment of this
by-law in a manner consistent with the preceding  paragraph,  take any corporate
action or enter into any  agreement  which  prohibits,  or otherwise  limits the
rights of any  Indemnified  Person to,  indemnification  in accordance  with the
provisions  of  this  by-law.  The  indemnification  of any  Indemnified  Person
provided by this by-law shall be deemed to be a contract between the corporation
and each Indemnified Person and shall continue after such Indemnified Person has
ceased to be a director  or officer of the  Corporation  and shall  inure to the
benefit of such Indemnified Person's heirs,  executors  administrators and legal
representatives. If the corporation fails timely to make any payment pursuant to
the  indemnification  and advancement or reimbursement of expenses provisions of
this Article VII and an Indemnified  Person commences an action or proceeding to
recover such payment,  the  corporation  in addition  shall advance or reimburse
such Indemnified  Person for the legal fees and other expenses of such action or
proceeding.

      The  corporation  is authorized to enter into  agreements  with any of its
directors or officers  extending  rights to  indemnification  and advancement of
expenses  to  such  Indemnified  Person  to  the  fullest  extent  permitted  by
applicable  law,  but the  failure  to enter into any such  agreement  shall not
affect or limit the right of such Indemnified Person pursuant to this by-law, it
being  expressly  recognized  hereby  that  all  directors  or  officers  of the
corporation,  by  serving  as such  after the  adoption  hereof,  are  acting in
reliance hereon and that the corporation is estopped to



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contend otherwise.  Persons who are not directors or officers of the corporation
shall be similarly  indemnified and entitled to advancement or  reimbursement of
expenses to the extent authorized at any time by the Board of Directors.

      In case any provision in this by-law shall be determined at any time to be
unenforceable  in any  respect,  the  other  provisions  hall  not in any way be
affected or impaired  thereby,  and the  affected  provision  shall be given the
fullest possible enforcement in the circumstances, it being the intention of the
corporation  to  afford  indemnification  and  advancement  of  expenses  to its
directors  or officers,  acting in such  capacities  or in the other  capacities
mentioned  herein,  to the fullest extent  permitted by law whether arising from
alleged or actual occurrences, acts or failures to act occurring before or after
the adoption of this Article VII.

      For  purposes  of this  by-law,  the  corporation  shall be deemed to have
requested  an  Indemnified  Person to serve an employee  benefit  plan where the
performance by such  Indemnified  Person of his or her duties to the corporation
also imposes  duties on, or  otherwise  involves  services by, such  Indemnified
Person to the plan or  participants  or  beneficiaries  of the plan,  and excise
taxes assessed on an Indemnified Person with respect to an employee benefit plan
pursuant to applicable law shall be considered indemnifiable fines. For purposes
of this by- law, the term "corporation" shall include any legal successor to the
corporation,  including any corporation  which acquires all or substantially all
of the assets of the corporation in one or more transactions.