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                                                                  EXHIBIT 3(b)-1
                                     BYLAWS

                         MOBILE GAS SERVICE CORPORATION


                                   ARTICLE I

                                  STOCKHOLDERS


         SECTION 1.  ANNUAL MEETING.  The Corporation shall hold annually a
regular meeting of its Stockholders for the election of Directors and for the
transaction of General business at the principal office of the Corporation in
Mobile, Alabama, except in cases in which the calls therefor designate some
other place either within or without the State of Alabama, at ten o'clock A.M.
on the last Friday in January in each year, if not a legal holiday, and if a
legal holiday, then on the first day following which is not a legal holiday or
on such other time and date as may be set by the Board of Directors.  Such
annual meetings shall be general meetings, that is to say, open for the
transaction of any business within the powers of the Corporation without
special notice of such business, except in cases in which special notice is
required by law, by the Restated Articles of Incorporation or by these Bylaws.

         SECTION 2.  SPECIAL MEETINGS.  At any time in the interval between
annual meetings, meetings of the Stockholders may be called by the President
and Chief Executive Officer, the Chairman of the Board, the Vice Chairman of
the Board, or by a majority of the Board of Directors by vote at a special
meeting or in writing with or without a meeting.  Special meetings of the
Stockholders shall be held at the principal office of the Corporation in
Mobile, Alabama, except in cases in which the calls therefor designate some
other place either within or without the State of Alabama.

         SECTION 3.  NOTICE OF MEETINGS.  Written or printed notice of every
annual meeting or special meeting of the Stockholders shall be given to each
Stockholder entitled to vote at such meeting, by leaving the same with him, or
by mailing it, postage prepaid, and addressed to him at his address as it
appears upon the books of the Corporation, at least ten days before such
meeting, except as otherwise provided by law.  Notice of every special meeting
shall state the place, day and hour of such meeting and the general nature of
the business proposed to be transacted thereat.  Failure to give notice of any
annual meeting or any irregularity in such notice, shall not affect the
validity of such annual meeting or of any proceedings at such meeting (other
than proceedings of which special notice is required by law,
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by the Restated Articles of Incorporation or by the Bylaws).  It shall not be
requisite to the validity of any meeting of Stockholders that notice thereof
whether prescribed by law, by the Restated Articles of Incorporation or by
these Bylaws, shall have been given to any Stockholder who attends in person or
by proxy, or to any Stockholder who in writing executed and filed with the
records of the meeting either before or after the holding thereof, waives such
notice.  Except as otherwise provided by law, no notice other than by verbal
announcement need by given of any adjourned meetings of Stockholders.

         SECTION 4.  QUORUM.  At all meetings of Stockholders, the Stockholders
entitled to cast a majority in number of votes, present in person or by proxy,
shall constitute a quorum for the transaction of business; but in the absence
of a quorum the Stockholders present in person or by proxy by majority vote may
adjourn the meeting from time to time without notice other than by verbal
announcement at the meeting, until a quorum shall attend.  At any such
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting.

         SECTION 5.  PROXY AND VOTING.  The voting power of the capital stock
of the Corporation shall be as provided in the Restated Articles of
Incorporation.  Stockholders of record entitled to vote may vote at any meeting
either in person or by signed proxy, and dated, but need not be sealed,
witnessed or acknowledged, which shall be filed with the Secretary before being
voted.  Such proxies shall entitle the holders thereof to vote at any
adjournment of such meeting but shall not be valid after the final adjournment
thereof.  Each Stockholder shall be entitled to one vote for each share of
stock held by him.

         SECTION 6.  LIST OF STOCKHOLDERS.  A complete list of the Stockholders
entitled to vote at the ensuing meeting arranged in alphabetical order with the
mailing address of each according to the records of the Corporation and the
number of voting shares held by each shall be prepared, certified and filed
with the Secretary within the time required by law.





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                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1.  ELECTION AND POWERS.  Except such as are by law, by the
Restated Articles of Incorporation or by these Bylaws, conferred upon or
reserved to the Stockholder, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation managed
under the direction of, a Board of Directors, which shall consist of not less
than nine nor more than twelve persons.  The exact number of Directors within
the minimum and maximum limitation specified in the preceding sentence shall be
fixed from time to time by the Board of Directors pursuant to a resolution
adopted by a majority of the entire Board of Directors.  Until otherwise
changed in accordance with these Bylaws and Article 6 of the Restated Articles
of Incorporation, the number of Directors shall be eleven.  At the annual
meeting of shareholders of the Corporation held in 1996, the Directors shall be
divided and classified into three classes, as nearly equal in number as
possible, with the term of office of the first class of Directors to expire at
the annual meeting of shareholders of the Corporation to be held in 1997, the
term of office of the second class of Directors to expire at the annual meeting
of shareholders of the Corporation to be held in 1998, and the term of office
of the third class of Directors to expire at the annual meeting of shareholders
of the Corporation to be held in 1999.  At each annual meeting of shareholders
of the Corporation following such initial classification and election, except
as provided herein and in Article 6 of the Restated Articles of Incorporation
in the case of electing a successor to a Director elected by the Board of
Directors to fill a vacancy occurring in the membership of the Board of
Directors, Directors elected to succeed those Directors whose terms expire at
such annual meeting shall be elected for a term of office to expire at the
third succeeding annual meeting of shareholders of the Corporation after their
election.  A nominee for election as a member of the Board of Directors shall
be elected by a majority of the votes cast at a meeting of Stockholders, except
as may be otherwise provided in the Restated Articles of Incorporation.  Each
Director shall hold office until the annual meeting specified above and until
his successor shall have been duly chosen and qualified, or until he shall have
resigned or been removed in the manner provided in Section 6 of this Article
II.  Other than persons in office as directors on such date, after January 27,
1995 no person who would be less than twenty-one (21) years of age or more
than seventy-two (72) years of age on the date of taking office shall be
elected as director.





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         SECTION 2.  CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS.  The
Board of Directors may, in its discretion, elect from its members a Chairman of
the Board of Directors.  Such Chairman, when present, shall preside at all
meetings of the Board of Directors, and in the absence of the President and
Chief Executive Officer he shall call to order and preside at meetings of the
Stockholders of the Corporation, and shall have such other powers and duties as
the Board of Directors may from time to time prescribe.  The Board of Directors
may also, in its discretion, elect from its members a Vice Chairman of the
Board of Directors.  Such Vice Chairman shall, in the absence of the Chairman
of the Board of Directors, have the powers of the Chairman of the Board of
Directors and shall have such other powers and duties as the Board of Directors
may from time to time prescribe.

         SECTION 3.  MEETINGS OF DIRECTORS.  Regular meetings of the Board of
Directors shall be held at such places within or without the State of Alabama
and at such times as the Board by vote may determine from time to time and if
so determined, no notice thereof need be given.  Special Meetings of the Board
of Directors may be held at any time or place, either within or without the
State of Alabama, whenever called by the Chairman of the Board of Directors,
the Vice Chairman of the Board of Directors, the President and Chief Executive
Officer, or by a majority of the Directors, notice thereof being given to each
Director by the Secretary or an Assistant Secretary or officer calling the
meeting, or at any time without formal notice provided all the Directors are
present or those not present shall at any time waive or have waived notice
thereof.  Notice of Special Meetings, stating the time and place thereof, shall
be given by mailing the same to each Director at his residence or business
address at least two days before the meeting or by delivering the same to him
personally or by telephoning or by facsimile transmission of the same to him at
his residence or business address not later than the day before the day on
which the meeting is to be held, unless, in case of exigency, the Chairman of
the Board of Directors or the President and Chief Executive Officer shall
prescribe a shorter notice to be given personally or by telephoning or by
facsimile transmission to each Director at his residence or business address.
Such Special Meetings shall be held at such times and places as the notice
thereof shall specify.  No notice of adjourned meetings of the Board of
Directors need be given.  All regular and special meetings of the Board of
Directors shall be general meetings, that is to say, open for the transaction
of any business within the powers of the Corporation without special notice of
such business, except in cases in which special notice is required by law, by
the Restated Articles of Incorporation, by these Bylaws or by the call of such
meeting.





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         SECTION 4.  QUORUM.  At all meetings of the Board of Directors, a
majority of the total number of the Directors in office (but not less than a
third of the number fixed by these Bylaws) shall constitute a quorum for the
transaction of business.  Except in cases in which it is by law, by the
Restated Articles of Incorporation, or by the Bylaws otherwise provided, a
majority of such quorum shall decide any questions that may come before the
meeting.  In the absence of a quorum, the Directors present by majority vote
may adjourn the meeting from time to time without notice other than by verbal
announcement at the meeting until a quorum shall attend.  At any such adjourned
meeting at which a quorum shall be present, any business may be transacted
which might have been transacted at the meeting as originally notified, and at
any such adjourned meeting at which a quorum shall not be present, business may
be transacted to the extent allowed by law.

         SECTION 5.  VACANCIES.  Any vacancy occurring in the Board of
Directors, including by reason of an increase in the number of Directors, may
be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors.  A Director so elected to
fill a vacancy shall be elected to serve until the next annual meeting of
shareholders, at which time a Director shall be elected to fill the unexpired
portion of the term of office of the Director whose successor  was elected by
the remaining Directors.  No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director.

         SECTION 6.  COMPENSATION.  Directors who are not employees of the
Corporation or its subsidiaries shall receive such compensation as members of
the Board of Directors or committees thereof as may be fixed from time to time
by resolution of the Board of Directors.

         SECTION 7.  REMOVAL.  Directors may be removed from office at any
time, without cause, but only by the affirmative vote of at least sixty-six and
two-thirds percent (66 2/3%) of the total number of votes entitled to be cast
by the holders of all of the shares of capital stock of the Corporation then
entitled to vote generally in the election of Directors.  The holder of each
share of capital stock entitled to vote thereon shall be entitled to cast the
same number of votes as the holder of such shares is entitled to cast generally
in the election of each Director.  Directors may be removed from office at any
time, with cause, in the manner provided by law.





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                                  ARTICLE III

                                   COMMITTEES

         SECTION 1.  EXECUTIVE COMMITTEE.  The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate
an Executive Committee of three or more Directors, one of whom shall be the
President and Chief Executive Officer of the Corporation, one of whom shall be
the Chairman of the Board of Directors, and one of whom shall be the Vice
Chairman of the Board of Directors.  The President and Chief Executive Officer
shall be ex officio Chairman of the Committee.  Except as otherwise provided by
law, during the intervals between the meetings of the Board of Directors, the
Executive Committee shall have and may exercise all of the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
All action by the Executive Committee shall be reported to the Board of
Directors at its meeting next succeeding such action.  Vacancies in the
Executive Committee shall be filled by the Board of Directors.

         SECTION 2.  MEETINGS OF THE EXECUTIVE COMMITTEE. The Executive
Committee may fix its own rules of procedure and shall meet at the call of the
Chairman or any two (2) members of the Committee or by resolution of the Board
of Directors.  A majority of such Committee shall be necessary to constitute a
quorum and such majority shall decide any questions that may come before the
meeting.

         SECTION 3.  OTHER COMMITTEES.  The Board of Directors may by
resolution designate such other standing or special committees as it deems
desirable and discontinue the same at pleasure.  Each such committee shall have
such powers and perform such duties, not inconsistent with the law, as may be
assigned to it by the Board of Directors.





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                                   ARTICLE IV

                                    OFFICERS

         SECTION 1.  EXECUTIVE OFFICERS.  The Executive officers of the
Corporation shall be a President and Chief Executive Officer, one or more vice
presidents, a Secretary, a Treasurer, and such other Executive Officers as may
be elected pursuant to Section 6 of this Article IV.  The officers shall be
elected annually by the Board of Directors at its first meeting following the
annual meeting of Stockholders, and each such officer shall hold office until
the corresponding meeting in the next year and until his successor shall have
been duly chosen and qualified, or until he shall have resigned or have been
removed, in any manner provided in Section 10 of this Article IV.   Any vacancy
in any of the above offices shall be filled for the unexpired portion of the
term by the Board of Directors, at any regular or special meeting.

         SECTION 2.  PRESIDENT AND CHIEF EXECUTIVE OFFICER.  The President and
Chief Executive Officer shall be the chief executive officer of the
Corporation.  He shall, when present, preside at all meetings of the
Stockholders; he shall have general charge and supervision of the business of
the Corporation; he may sign with the Treasurer or an Assistant Treasurer, or
with the Secretary or an Assistant Secretary, certificates of stock of the
Corporation; he may sign and execute in the name of the Corporation all
authorized deeds, mortgages, bonds, contracts or other instruments; and, in
general, the President and Chief Executive Officer shall perform all duties
incident to the office of a president and chief executive officer of a
corporation, and such other duties as, from time to time, may be assigned to
him by the Board of Directors.

         SECTION 3.  VICE PRESIDENTS.  Each Vice President shall have the power
to sign all certificates of stock, bonds, deeds and contracts of the
Corporation.  Each Vice President shall perform such other duties and have such
powers as the Board of Directors shall designate from time to time.

         SECTION 4.  SECRETARY.  The Secretary shall record the proceedings of
the meetings of the Stockholders, of the Board of Directors, and if so
appointed, of the Executive Committee, in books provided for that purpose; he
shall see that all notices are duly given in accordance with the provisions of
these Bylaws, or as required by law; he shall be custodian of, and responsible
for authenticating, the records and shall be custodian of the corporate seal or
seals of the Corporation; he shall see that the corporate seal is affixed to
all documents, the execution of which, on behalf of the Corporation, under its
seal, is duly authorized, and when so affixed may attest the same; he may sign,
with the President and Chief Executive Officer or Vice President, certificates
of stock of the Corporation; and in general, he shall perform all duties
incident to the office of a secretary of a corporation, and such other duties
as from time to time may be assigned to him by the Board of Directors.





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         SECTION 5.  TREASURER.  The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be deposited, in the name of the
Corporation, all monies or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time, be selected by the
Board of Directors; he shall render to the President and Chief Executive
Officer and to the Board of Directors, whenever requested, an account of the
financial condition of the Corporation; he may sign, with the President and
Chief Executive Officer or a Vice President, certificates of stock of the
Corporation; and, in general, he shall perform all the duties incident to the
office of a treasurer of a corporation, and such other duties as may be
assigned to him by the Board of Directors.

         SECTION 6.  ADDITIONAL EXECUTIVE OFFICERS.  The Board of Directors
may, in its discretion, from time to time elect such additional executive
officers as it may deem appropriate, including, but not limited to, one or more
Executive Vice Presidents, and one or more Senior Vice Presidents.  Any
additional executive officers elected by the Board of Directors shall have such
powers and duties as may be assigned by the Board of Directors.

         SECTION 7.  OTHER OFFICERS.  The Board of Directors may elect one or
more Assistant officers or other officers.  Each Assistant officer or other
officer, if any, shall hold office for such period and shall have such
authority and perform such duties as the Board of Directors may prescribe.

         SECTION 8.  PRESIDENT AND CHIEF EXECUTIVE OFFICER NOT TO HOLD CERTAIN
OFFICES.  The President and Chief Executive Officer shall not hold the office
of Secretary or Treasurer of the Corporation.

         SECTION 9.  COMPENSATION.  The Board of Directors shall have power to
fix the compensation of all officers of the Corporation.

         SECTION 10.  REMOVAL.  Any officer of the Corporation may be removed,
with or without cause, by vote of the Board of Directors or by an Executive
Officer upon whom such power of removal may have been conferred by the Board of
Directors.





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                                   ARTICLE V

                                     STOCK

         SECTION 1.  CERTIFICATES.  Each Stockholder shall be entitled to a
certificate or certificates certifying the number and kind of shares owned by
him, signed (either manually or in facsimile) in the name of and for and on
behalf of the Corporation by the President and Chief Executive Officer or a
Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, and sealed with the seal of the Corporation or its
facsimile.  In case an officer or officers who shall have signed any such
certificate or certificates shall cease to be such officer or officers whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation, such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates had not ceased to be such
officer or officers.  Stock certificates shall be in such form, not
inconsistent with law or with the Restated Articles of Incorporation, as shall
be approved by the Board of Directors.

         SECTION 2.  TRANSFER OF SHARES.  The Board of Directors shall have
power and authority to make all such rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates of
stock.

         SECTION 3.  TRANSFER AGENTS AND REGISTRARS.  The Corporation may have
one or more Transfer Agents and one or more Registrars of its stock, whose
respective duties the Board of Directors may, from time to time, define.  No
certificate of stock shall be valid until countersigned by a transfer agent, if
the Corporation has a Transfer Agent, or until registered by a Registrar, if
the Corporation has a Registrar.  The duties of Transfer Agent and Registrar
may be combined.

         SECTION 4.  RECORD DATES.  The Board of Directors shall have the
authority to fix in advance a date, not exceeding seventy (70) days preceding
(1) the date of any meeting of stockholders, (2) the date for the payment of
any dividend, (3) the date for the allotment of rights, or (4) the date when
any change or conversion of exchange of capital stock shall go into effect, as
a record date for the determination of the Stockholders entitled, to notice of,
or to vote at, any such meeting or entitled to receive payment of any such
dividend or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in
such case such Stockholders and only such Stockholders, as shall be
Stockholders of record on the date so fixed, shall





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be entitled to such notice of, and to vote at such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

         SECTION 5.  LOSS OF CERTIFICATES.  In case of the loss, mutilation or
destruction of a certificate of stock, a duplicate certificate may be issued
upon such terms as the Board of Directors shall prescribe.


                                   ARTICLE VI

                             DIVIDENDS AND FINANCE

         SECTION 1.  DIVIDENDS.  Subject to the provisions of the Restated
Articles of Incorporation, the Board of Directors may, in its discretion,
declare what, if any, dividends shall be paid upon the stock of the
Corporation, or upon any class of such stock.  Except as otherwise provided by
the Restated Articles of Incorporation, dividends shall be payable upon such
dates as the Board of Directors may designate.  Before payment of any dividend
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the Directors, from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive
to the interests of the Corporation, and the directors may abolish any such
reserve in the manner in which it was created.

         SECTION 2.  FISCAL YEAR.  The fiscal year of the Corporation shall be
October 1 through September 30, unless otherwise provided by the Board of
Directors.


                                  ARTICLE VII

                               SUNDRY PROVISIONS

         SECTION 1.  SEAL.  The Corporate Seal of the Corporation shall bear
the name of the Corporation and the words "CORPORATE SEAL - 1933 - ALABAMA".
If deemed advisable by the Board of Directors, a duplicate seal or duplicate
seals may be provided and kept for the necessary purposes of the Corporation.





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         SECTION 2.  BOOKS AND RECORDS.  The Board of Directors may determine
from time to time whether and if allowed, when and under what conditions and
regulations, the books and records of the Corporation, or any of them, shall be
open to the inspection of Stockholders, and the rights of Stockholders in this
respect are and shall be limited accordingly, except as otherwise provided by
law.

         SECTION 3.  BONDS.  The Board of Directors may require any officer,
agent or employee of the Corporation to give a bond to the Corporation,
conditioned upon the faithful discharge of his duties, with one or more
sureties and in such amount as may be satisfactory to the Board of Directors.

         SECTION 4.  VOTING UPON STOCK IN OTHER CORPORATIONS. Any stock in
other corporations, which may from time to time be held by the Corporation, may
be represented and voted at any meeting of Stockholders of such other
corporations by the President and Chief Executive Officer or a Vice President
of the Corporation or by proxy executed in the name of the Corporation by its
President and Chief Executive Officer or a Vice President.

         SECTION 5.  AMENDMENTS.  These Bylaws may be altered, amended or
repealed, or new Bylaws may be adopted, by the Board of Directors, provided
that:  (a) the Board of Directors may not alter, amend or repeal any Bylaw
establishing what constitutes a quorum at Stockholders' meetings, and (b) no
Bylaw shall be altered, amended or repealed in a manner inconsistent with the
provisions of Article 6 of the Restated Articles of Incorporation.

         SECTION 6.  PRONOUNS.  The masculine pronoun, as used in the Bylaws,
means the masculine and feminine wherever applicable.





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                                  ARTICLE VIII

                      INDEMNIFICATION AND RELATED MATTERS

         Each person who is or was a director or officer of the Corporation and
who was or is a party or was or is threatened to be made a party to any
threatened, pending or completed claim, action, suit or proceeding, whether
civil, criminal, administrative or investigative, including appeals, by reason
of the fact that he is or was a director or officer of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee, agent or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall be indemnified by the
Corporation as a matter of right against any and all expenses (including
attorneys' fees) actually and reasonably incurred by him and against any and
all claims, judgments , fines, penalties, liabilities and amounts paid in
settlement actually incurred by him in defense of such claim, action, suit or
proceeding, including appeals, to the full extent permitted by applicable law.
The indemnification provided by this Section shall inure to the benefit of the
heirs, executors and administrators of such person.

         Expenses (including attorneys' fees) incurred by a director or officer
of the Corporation with respect to the defense of any such claim, action, suit
or proceeding may be advanced by the Corporation prior to the final disposition
of such claim, action suit or proceeding, as authorized by the Board of
Directors in the specific case, upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if and to the extent it shall
be ultimately determined that he is not entitled to be indemnified by the
Corporation as authorized under this Article or applicable law; provided,
however, that the advancement of such expenses shall not be deemed to be
indemnification unless and until it shall  ultimately be determined that such
person is entitled to be indemnified by the Corporation.

         The Corporation shall make such reports to its Stockholders regarding
indemnification or advancement of expenses as may be required by law.

         The Corporation may purchase and maintain insurance at the expense of
the Corporation on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or any person who is or was serving at the
request of the Corporation as a director (or the equivalent), officer,
employee, agent or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against any liability or
expense (including attorneys' fees) asserted against him  and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability or
expense under this Section or otherwise.

         The foregoing rights shall not be exclusive of any other rights to
which such director or officer may otherwise be entitled and shall be available





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whether or not the director or officer continues to be a director or officer at
the time of incurring any such expenses and liabilities.

         If any word, clause or provision of the Bylaws or any indemnification
made under Article VIII hereof shall for any reason be determined to be
invalid, the provisions of the Bylaws shall not otherwise be affected thereby
but shall remain in full force and effect.





Revised December 5, 1997





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