BY-LAWS
					     OF
			       BANGOR HYDRO-ELECTRIC COMPANY




				     As amended through December 19, 2001





			     BY-LAWS
				OF
		  BANGOR HYDRO-ELECTRIC COMPANY


		 ARTICLE I.  Location of Offices

	The principal office of this corporation shall be at such place within
the State of Maine as the Board of Directors may from time to time
designate, and the Company shall have and maintain such other offices as the
Board of Directors may deem expedient.

		   ARTICLE II.  Corporate Seal

	The corporation shall have a seal with the name of the Company in a
circle, and the word "Seal" or such suitable device as the Board of
Directors shall determine, in the center of the space thus enclosed.  The
seal of the corporation upon a certificate of stock, corporate bond or other
corporate obligations for the payment of money may be facsimile, engraved or
printed, where such certificate is signed by a Transfer Agent or Transfer
Clerk and by a Registrar, and where such bond or obligation is certified by
a Trustee.

	      ARTICLE III.  Meetings of Stockholders

	SECTION 1.  The Annual Meeting of the Stockholders shall be held on the
fourth Tuesday in April of each year, or within sixty days thereafter, upon
such date as the Board of Directors of the Company may designate, in the
City of Bangor, Maine, or at such other place within the State of Maine as
may be designated by the Board of Directors of the Company, for the election
of a Board of Directors and for the transaction of any other business that
may be brought before such meeting.  In case of the failure for any cause to
hold such meeting and election on said fourth Tuesday in April or within
sixty days thereafter as above provided, said election may be held at any
special meeting of the Stockholders called for the purpose.

       SECTION 2.  Unless waived in the manner prescribed by the Maine Business
Corporation Act, written notice of the Annual Meeting or any special meeting
of Stockholders stating the place, day and hour thereof, shall be given in
the manner prescribed by the Maine Business Corporation Act.

       SECTION 3.  Special meetings of the Stockholders may be called at any
time by order of the Board of Directors or by written direction of a
majority of the Board of Directors, or of Stockholders representing not less
than one_fifth of the capital stock of the Company issued and outstanding.
Such meetings shall be in Bangor, Maine, or at such other place within the
State of Maine as may be designated by the Board of Directors of the
Company.

       SECTION 4.  The holders of one third of the stock of the Company issued
and outstanding shall constitute a quorum for the transaction of business at
any meeting, but a less number may convene any meeting and may adjourn the
same from time to time until a quorum shall be present, and no notice of
such adjournment shall be necessary.  If Stockholders are to consider the
number of authorized shares of common stock at any meeting, 50% of the stock
of the Company issued and outstanding shall constitute a quorum for the
transaction of such business.

	SECTION 5.  Stockholders entitled to vote at any meeting of Stockholders
may vote either in person or by proxy granted not more than sixty days
before the meeting, the date of which shall be named therein, and said
proxies shall not be valid after a final adjournment thereof.  Stockholders
may also be represented by a general power of attorney produced at the
meeting and valid until it is revoked.  At any meeting of Stockholders, each
holder of Common Stock entitled to vote thereat shall be entitled to cast
one_twelfth of a vote for each share of Common Stock held, and each holder
of Preferred Stock entitled to vote thereat shall be entitled to cast one
vote for each share of such Preferred Stock held.  Except as may otherwise
be required by law or by the Articles of Incorporation and except as the
Board of Directors may otherwise fix and determine in the By-Laws with
respect to any class or series of Preferred Stock having special voting
powers, a majority of the total votes cast at any meeting of Stockholders
shall be sufficient for the adoption or rejection of any question presented.

       SECTION 6.  The stock transfer books of the Company may be closed by the
order of the Board of Directors for such period, not to exceed sixty days,
previous to any meeting of the Stockholders, or previous to the payment of
any dividend upon the stock of the Company, or for any other purpose, as the
Board may determine, during which time no transfer of stock on the books of
the Company shall be made; and said books shall be re-opened the day
following the date fixed for such meeting or for the payment of such
dividend or for the accomplishment of such purpose.

       The Board of Directors may from time to time determine the date as of
which Stockholders shall be entitled to notice of and to vote at any regular
or special meeting of the Stockholders, but such date shall not be more than
sixty days nor less than ten days prior to the date upon which such meeting
is to be held.  The date so determined shall be specified in the notice of
the meeting.


		ARTICLE IV.  Election of Directors

       SECTION 1.  Directors shall be elected in the manner set forth in the
Articles of Incorporation.


		ARTICLE V.  Meetings of Directors

       SECTION 1.  Regular meetings of the Board of Directors shall be held at
such times and places as may from time to time be fixed by resolution of the
Board.  No notice shall be required for regular meetings, the times and
places of which have been fixed by resolution.  Special meetings of the
Board of Directors may be held at any time or place upon the call of the
Clerk or Assistant Clerk under the direction of the Chairman of the Board,
the President, or any two Directors then in office, of which meetings
reasonable notice in writing or otherwise shall be given to each director or
sent to his or her residence or place of business, the time and place for
holding the meeting to be designated in the notice.

       Unless otherwise indicated in the notice calling the meeting, any and
all business may be transacted at any such special meeting.

       SECTION 2.  A meeting of the Board of Directors for organization may be
held without notice immediately after the meeting of the Stockholders at
which such Board of Directors is elected, at which meeting officers of the
Company may be chosen, but no other business shall be transacted, unless
every director shall be present.

       SECTION 3.  At the meetings of the Board of Directors, a majority shall
constitute a quorum, but a less number may convene and adjourn any such
meeting from time to time until a quorum is present, of which adjournment no
notice need be given.  All questions coming before any meeting of a Board of
Directors for action shall be decided by a majority vote of the Directors
present at such meeting, unless otherwise provided in these By-Laws.

		      ARTICLE VI.  Officers

       SECTION 1.  Directors shall elect from their own number a Chair of the
Board; shall appoint a President, a Treasurer and a Clerk; and may appoint
one or more Vice Presidents and such other officers as the Directors may
deem necessary or desirable in order to conduct the business of the Company.
If the offices of the Chair of the Board and the President are not vested in
one person, the Directors shall designate one of them as the chief executive
officer of the Company.  In the absence of a valid designation of the
foregoing functions, the President shall be the chief executive officer.  If
the offices and functions of the Chair of the Board, the President and the
chief executive officer are vested in one person, then in the event of
accident or disability or other circumstances that render such person
incapable of performing his or her duties, the Chair of the Executive
Committee of the Board of Directors (or, if there be no such Chair, the
Director of the longest tenure of service on the Board who is not an
employee of the Company) shall assume the duties as temporary, acting Chair
of the Board, and he or she shall promptly appoint, subject to ratification
by the full Board at its earliest convenience, an officer of the Company to
be the temporary, acting chief executive officer.  The services of these
temporary officers shall continue until the Chair of the Board, President
and chief executive officer has resumed his or her duties, or until the
Directors shall otherwise determine.

       If the offices and functions of the Chair of the Board, the President
and the chief executive officer are not vested in one person, then in the
event of accident, disability or other circumstances that render the chief
executive officer incapable of performing his or her duties (1) if the chief
executive officer is the Chair of the Board, the President shall assume the
duties as temporary, acting chief executive officer and the Chair of the
Executive Committee of the Board (or, if there be no such Chair, the
Director of the longest tenure of service on the Board who in not an
employee of the Company) shall assume the duties of temporary, acting Chair
of the Board, or (2) if the chief executive officer is the President, the
Chair of the Board shall assume the duties as temporary, acting chief
executive officer, and he or she shall promptly appoint, subject to
ratification by the full Board at its earliest convenience, an officer of
the Company to be the temporary, acting President.  The services of these
temporary, acting officers shall continue until the chief executive officer
has resumed his or her duties, or until the Directors shall otherwise
determine.

       In the event of accident, disability or other circumstances that render
the Chair of the Board incapable of performing his or her duties and the
Chair of the Board is not the chief executive officer, the Chair of the
Executive Committee of the Board of Directors (or, if there be no such
Chair, the Director of the longest tenure of service on the Board who in not
an employee of the Company) shall assume the duties as temporary, acting
Chair of the Board, until the Chair of the Board has resumed his or her
duties or until the Directors shall otherwise determine.

       Notwithstanding the foregoing, the Directors may by resolution make a
different provision in any year for the assumption of responsibilities of
the Chair of the Board, the chief executive officer and the President in the
event of their inability to serve as aforesaid, which resolution shall be
effective until the next meeting at which officers are appointed.

       A majority vote of the whole Board of Directors shall be necessary for
the election of officers.  All such officers shall hold office for one year
and until their successors are chosen and duly qualified, provided however
that the Board of Directors shall have power at any time to remove from
office any of such officers as well as any other agent or employee of the
Company, with or without cause.

    ARTICLE VII.  Powers and Duties of Directors and Officers

       SECTION 1.  The Board of Directors shall have and exercise all the
powers and authority granted by law in order to carry out its responsibility
to manage and control the business, property and affairs of the Company.
The Board of Directors shall be vested with all the powers and authority of
the corporation itself, except in such matters as may be especially excepted
by the Articles of Incorporation or By-Laws of the Company or by the laws of
the State of Maine.  Subject to any contrary provisions of law, the Articles
of Incorporation or these By-Laws, the Board of Directors shall have power
to delegate from time to time such authority as it may deem necessary to any
one or more members of the Board acting as a committee, in order that the
business of the Company may be transacted with promptness and dispatch.

       SECTION 2.  The Board of Directors by a resolution adopted by a majority
of the full Board of Directors then in office may designate from among its
members an Executive Committee consisting of two or more Directors, and may
delegate to such Executive Committee all the authority of the Board of
Directors in the management of the corporation's business and affairs,
except as limited by law (including without limitation the Maine Business
Corporation Act), or the resolution establishing the Executive Committee or
any resolution thereafter adopted by the Board of Directors.  Vacancies in
the membership of the Executive Committee shall be filled by resolution
adopted by a majority of the full Board of Directors then in office.  The
Executive Committee shall keep regular minutes of its proceedings and report
the same to the Board of Directors.  Members of the Executive Committee may
be removed from office, with or without cause, by resolution adopted by a
majority of the full Board of Directors then in office.  So far as
practicable, the provisions of these By-Laws relating to the calling,
noticing and conduct of meetings of the Board of Directors shall govern the
calling, noticing and conduct of meetings of the Executive Committee.

       The Board of Directors, by a resolution adopted by a majority of the
Directors who are not employees of the Company, shall establish an Audit
Committee and a Compensation Committee, the membership of each of which
shall consist of Directors who are not employees of the Company.  The Audit
Committee shall review the adequacy of the Company's financial reporting
processes and internal controls and conduct such other business as may be
delegated to it by the Board of Directors.  The Compensation Committee shall
review and recommend to the Board of Directors the compensation and benefits
of the Directors and officers of the Company and the Company's overall
compensation and benefits policies and conduct such other business as may be
delegated to it by the Board of Directors.

       The Board of Directors, by resolution adopted by a majority of the
Directors, may establish such other committees as it deems necessary or
desirable in order to conduct the business and affairs of the Company with
dispatch, and, to the extent permitted by law, empower such committees with
such authority as the Board of Directors deems appropriate.

       Except as otherwise provided by law, the Articles of Incorporation,
these By-Laws or a majority of the Board of Directors, the Chair of the
Board may appoint members and chairs of committees of the Board, and shall
ex officio be a member of all committees.

       SECTION 3.  The Chair of the Board of Directors shall be responsible for
the conduct of the business and functions of the Board of Directors, except
to the extent that specific functions may be otherwise governed by law, the
Articles of Incorporation, these By-Laws or resolution of the Board of
Directors.  He or she shall establish the schedule and agendas for and shall
preside at meetings of the Stockholders and the Board of Directors, and
shall attend to such other business as the Board of Directors may from time
to time direct.

       SECTION 4.  The President, in the capacity of chief executive officer of
the Company, shall implement the overall direction and policies of the Board
of Directors, and supervise and direct generally the business and affairs of
the Company.  The President may sign any deeds, mortgages, bonds, contracts,
or other instruments that the Board of Directors has authorized for
execution, except when the signing and execution thereof has been expressly
delegated by the Board of Directors or these By-Laws to some other officer
or agent of the Company or is required by law to be otherwise signed or
executed.  The President shall also make reports to the Board of Directors
and the shareholders and generally perform all duties incident to the office
of President and such other duties as may be prescribed by the Board of
Directors.

       In the event the President is not the chief executive officer of the
Company, unless the Board of Directors shall otherwise specify, the
foregoing powers and duties shall appertain to the chief executive officer,
and the President shall have such powers and duties as the Board of
Directors shall determine.

       SECTION 5.  Vice Presidents shall have such responsibilities and duties
as may be prescribed by the President, and in the absence of any specific
delegation of responsibilities shall have such powers, duties and
responsibilities as may reasonably be implied by their titles as necessary
to the routine operation of the functions for which they are responsible in
the normal course of the business of the Company.

       SECTION 6.  The Treasurer or his or her designate shall receive and be
responsible for all cash, notes and securities of the Company, and is
authorized to give receipts for all moneys due and payable to the Company
from whatever source, and to endorse checks, drafts and warrants in the name
of the Company in banks and other financial institutions.  All funds of the
Company shall be deposited to the credit of the Company.  They may be
invested, and if so, must be invested pursuant to guidelines issued from
time to time by the Board of Directors.  He or she shall affix the seal of
the Company to such instruments as it is necessary and proper to execute
under seal and attest the same, and he or she shall discharge such other
duties as pertain to this office, or as may be assigned to him from time to
time by the Board of Directors or by the President.

       SECTION 7.  The Clerk shall be a resident of the State of Maine, and
shall be sworn to a faithful discharge of his duties.  He or she shall keep
a record of all votes of the Stockholders and Directors and record all the
minutes of the meetings of the Stockholders and Directors in a book to be
kept for that purpose.  He or she shall keep a book containing a true and
complete list of all Stockholders, their residences, and the amount of stock
held by each, and shall keep such other books and perform such other duties
as pertain to his or her office or as may be assigned to him or her from
time to time by the Board of Directors or by the President.  In the
absence or disability of the Clerk and Assistant Clerk, the President
may appoint a Clerk pro tempore.

       SECTION 8.  The compensation and benefits of the officers shall be
established by the Board of Directors.  The compensation and benefits of
officers who are Directors shall be established by a majority vote of
Directors who are not employees of the Company.

       The compensation and benefits of the Board of Directors shall be
established by a majority vote of the full Board of Directors.  Directors
who are employees of the Company shall receive no compensation for their
service as Directors.

       SECTION 9.  The Treasurer shall give, and other officers, agents and
employees of the Company may be required to give, at the expense of the
Company, bonds in such amount and form with such sureties as the Board of
Directors may require and approve, for the faithful discharge of the duties
of their respective offices and positions.

       SECTION 10.  Any current or former Director, officer or employee who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or
was a Director, officer or employee of the Company, or is or was serving at
the request of the Company as a Director, officer, trustee, partner,
fiduciary, employee or agent of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or other enterprise,
shall be indemnified by the Company against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding to the full extent permitted by Maine law.

   Expenses incurred in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall in all cases be authorized
and paid by the Company in advance of the final disposition of such action,
suit or proceeding upon receipt by the Company of:

(1) A written undertaking by or on behalf of the officer, director or
employee to repay that amount if he or she is finally adjudicated:

(A) Not to have acted honestly or in the reasonable
belief that his or her action was in or not opposed to the best
interests of the Company or its shareholders or, in the case of a
person serving as a fiduciary of an employee benefit plan or
trust, in or not opposed to the best interests of such plan or
trust or its participants or beneficiaries;

(B) With respect to any criminal action or proceeding, to have had
reasonable cause to believe that his or her conduct was unlawful;
or

(C) With respect to any claim, issue or matter asserted in any
action, suit or proceeding brought by or in the right of the
Company, to be liable to the Company, unless the court in which
that action, suit or proceeding was brought permits
indemnification in accordance with subsection (2) of 13-A M.R.S.A.
Section 719; and

(2) A written affirmation by the officer, Director or employee that he
or she has met the standard of conduct necessary for indemnification by
the Company as authorized by this section.

       The undertaking required by subparagraph (1) shall be an unlimited
general obligation of the person seeking the advance, but need not be
secured and may be accepted without reference to financial ability to make
the repayment.

ARTICLE VIII.  Checks, Drafts and Negotiable Instruments

       All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the corporation shall
be signed by such officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be determined by resolution
of the Board of Directors.

			 ARTICLE IX.  Fiscal Year

       The fiscal year of the Company shall commence on the first day of
January and end on the last day of December in each year.

			    ARTICLE X.  Stock

       SECTION 1.  The authorized capital stock of the Company shall be
$110,000,000 represented by 600,000 shares of Preferred Stock of the par
value of $100 each, and 10,000,000 shares of Common Stock of the par value
of $5 each.

       SECTION 2.  The 600,000 shares of Preferred Stock shall be available for
classification and reclassification in different classes or series from time
to time.  Subject to reclassification upon retirement by redemption or
otherwise, 25,000 shares shall be 7% Preferred Stock, 17,500 shares shall be
4% Preferred Stock, Series A, and 4,840 shares shall be 4 1/4% Preferred
Stock.

       The remaining shares, 552,660 in number, plus additional shares equal in
number to any shares now outstanding or hereafter issued which may be
retired by redemption or otherwise may be issued as additional shares of any
class or series heretofore or hereafter authorized, or may be issued in one
or more new classes or series which (subject to the provisions hereof) shall
have such designations, preferences and voting powers, or restrictions or
qualifications thereof as shall be fixed and determined by the Board of
Directors in the By-Laws, including provisions (among others) with respect
to dividends; redemption, conversion rights, if any; sinking fund, if any;
restrictions or limitations, if any, upon the payment of dividends, issuance
of capital stock, incurring of indebtedness and such other matters as the
Board of Directors may determine; and voting powers, if any, which voting
powers, if any, may be either general voting powers or special voting
powers, or both.

       In fixing and determining the special voting powers of any class or
series of Preferred Stock, the Board of Directors is specifically authorized
to provide that if at any time dividends or required sinking fund payments
payable on the Preferred Stock shall be in default in any amount to be
specified in the By_Laws, then, until all dividends or required sinking fund
payments so in default shall have been paid or declared and set apart for
payment, the holders of shares of Preferred Stock of each and every class or
series, voting as a single class, shall be entitled to elect in such manner
as the Board of Directors may provide, the smallest number of Directors
necessary to constitute a majority of the full Board of Directors, the
balance of the Directors to be elected by the holders of shares having
general voting powers.  The Board of Directors is further specifically
authorized so to provide with respect to any class or series of Preferred
Stock hereafter authorized that the holders of shares of such class or
series, either separately or together with the holders of all other classes
and series of Preferred Stock, shall have the right to vote with respect to
or to consent or object to such other matters as may be fixed and determined
by the Board of Directors in the By-Laws.

      Except as hereinabove provided, each class or series of Preferred Stock
shall be identical with each other class or series of Preferred Stock.  Each
share of Preferred Stock of any particular class or series shall be identical
in all respects with every other share of Preferred Stock of the same class
or series.

       SECTION 3.  The holders of the Preferred Stock, of each and every class
or series, are entitled to receive, when and as declared, out of the surplus
or net profits of the Company, dividends at the rate applicable to their
respective shares, payable as the Board of Directors may determine, before
any dividends shall be set apart for or paid upon the Common Stock or before
the Company shall purchase any of its Common Stock.  The dividends upon the
Preferred Stock shall be cumulative and accumulations of dividends shall not
bear interest.  Except as provided in paragraph (b) of Section 6, the Board
of Directors may declare dividends upon the Common Stock, provided the
dividends upon the Preferred Stock, with all accumulations, including
accrued dividends to the date of payment of the Common Stock dividends,
shall have been paid in full, or a sum sufficient for the payment thereof
shall have been set apart for that purpose, but not otherwise.  Except as
provided in paragraph (b) of Section 6, the holders of the Common Stock are
entitled to receive all additional surplus or net profits which the
Directors may order distributed in dividends, after the dividends above
provided for shall have been paid or set apart.

       SECTION 4.  (a)  If any dividend is declared on the Preferred Stock at a
rate less than sufficient to pay the full dividend called for by all the
Preferred Stock outstanding, the distribution of the dividend shall be pro
rata, so that all holders of Preferred Stock shall receive the same
proportion of the full dividend called for by their stock.

       (b)  If at any time dividends payable on the Preferred Stock shall be in
default in an amount equal to or exceeding four quarterly dividend payments,
or if the Company shall fail to make any required sinking fund payment on
the Preferred Stock, then, until all dividends or sinking fund payments so
in default have been paid or declared and set apart for payment, the holders
of shares of Preferred Stock of each and every class or series, voting as a
single class, shall be entitled, at any annual meeting during which
dividends or sinking fund payments are so in default, to elect the smallest
number of Directors necessary to constitute a majority of the full Board of
Directors, the balance of the Directors to be elected by the holders of
shares having general voting powers.

       SECTION 5.  In case of liquidation or dissolution of the Company, the
assets, irrespective of whether they shall consist of capital assets or
accumulated earnings, shall be distributed as follows:  All holders of
Preferred Stock shall be entitled to be paid in full both the par amount of
their shares and an amount equal to the unpaid dividends accumulated and
accrued thereon before any amount shall be paid to the holders of the Common
Stock, and in case the assets shall not be sufficient to pay in full all of
the Preferred Stock and dividends accumulated and accrued thereon, and
applicable premium, then the principal thereof shall first be paid pro rata,
thereafter a pro rata distribution of any excess shall be made on account of
the accumulated dividends, based on the total amount of unpaid dividends
accumulated and accrued thereon, and thereafter a pro rata distribution of
any excess shall be made on account of applicable premium, based on the
total amount of applicable premium, but after such payment to the holders of
the Preferred Stock, the remaining assets and funds shall be paid to the
holders of the Common Stock, according to their respective shares.

       SECTION 6.  (a) The 7% Preferred Stock shall bear dividends at the rate
of 7% per annum and shall not be redeemable.  The 4% Preferred Stock, Series
A, shall bear dividends at the rate of 4% per annum and shall be redeemable
at 112% if called on or prior to October 1, 1950; at 111% thereafter through
October 1, 1951; and after October 1, 1951 at 110%, plus accrued dividends
in every case.  The 4 1/4% Preferred Stock shall bear dividends at the rate
of 4 1/4% per annum and shall be redeemable at 102% if called on or prior to
April 1, 1954; at 101% thereafter through April 1, 1959; and after April 1,
1959 at 100%; plus accrued dividends in every case.


   SECTION 7.  The Board of Directors, by resolution adopted prior to the
issue of any stock having voting rights, shall determine whether the holders
of any of the classes or series of the Preferred Stock and/or the holders of
the Common Stock may have or may not have the preemptive right to subscribe
for and take shares of such stock so to be issued.  Except to the extent
that the Board of Directors shall determine as above provided, no right to
subscribe for or to take any stock, whether Preferred or Common, at any time
issued by the Company shall appertain to any of the stock of this Company.

       SECTION 8.  All certificates of stock shall be signed by, or bear the
facsimile signatures of, the President or any Vice President and the
Treasurer or Assistant Treasurer, and shall have affixed thereto the
corporate seal or bear a facsimile thereof.

       SECTION 9.  The Board of Directors shall provide for the transfer and
registration of the shares of the Company's capital stock in such city or
cities as it from time to time deems necessary or advisable.  Said Board of
Directors shall appoint such transfer agents, co_transfer agents, registrars
and co_registrars as are required for the foregoing purpose.  All capital
stock certificates shall be countersigned by a transfer agent or co-transfer
agent so appointed, and by a registrar or co-registrar so appointed.


       SECTION 10.  Shares of stock of the Company shall be transferable only
on the books of the Company by the holder thereof in person, or by his or
her attorney duly authorized thereto in writing, and upon the surrender and
cancellation of the certificate therefor duly endorsed.

		   ARTICLE XI.  Amendments

       SECTION 1.  These By-Laws may be amended, altered or repealed at any
annual meeting of the Stockholders of the Company by a vote of a majority in
interest of the Stockholders present.  These By-Laws may also be amended,
altered or repealed at any special meeting of the Stockholders by a like
vote, provided notice of the proposed amendment, alteration or repeal shall
have been given in the notice of the meeting.


   SECTION 2.  These By-Laws may also be amended, altered or repealed by
the Board of Directors by a vote of a majority of all the Directors of the
Company given at any regular or special meeting, provided notice of such
proposed amendment or alteration shall have been given by resolution adopted
at a meeting of the Board of Directors held not less than two weeks previous
thereto and a copy of such resolutions shall have been sent to each member
of the Board not less than one week prior to the meeting at which such
amendment or alteration is acted upon.  Any amendment to these By-Laws
adopted by the Board of Directors as herein provided shall be reported to
the Stockholders at the annual meeting of the Company.

    I, Andrew Landry, hereby certify that I am the duly elected and
qualified Clerk of Bangor Hydro-Electric Company, and that the foregoing is
a true copy of the Company's By-Laws, including all amendments thereto
adopted to this date.


				     __________________________________



Dated at Bangor, Maine,
________________, 19___.