AMENDED AND RESTATED
                            BY-LAWS OF CTG RESOURCES, INC.








                                      ARTICLE I

                                      DIRECTORS
                                      ---------



               Section 1.  The Board of Directors shall consist of not less

          than ten (10) and not more than sixteen (16) persons who shall be

          stockholders of the Company and who shall, except as provided in

          section 5 of this Article 1, be elected by the stockholders by

          ballot in the manner prescribed by law and according to the

          provisions of the Certificate of Incorporation of the Company

          pertaining to classification of the Board of Directors.

               Section 2.  The directors of the company shall be divided

          into three classes: Class I, Class II and Class III.  Such

          classes shall be as nearly equal in number as possible.  The term

          of office of the initial Class I directors shall expire at the

          annual meeting of stockholders in 1998; the term of office of the

          initial Class II directors shall expire at the annual meeting of

          stockholders in 1999; and the term of office of the initial Class

          III directors shall expire at the annual meeting of stockholders

          in 2000; or in each case thereafter when their respective


                                        - 1 -<PAGE>





          successors are elected and have qualified or upon  their earlier

          death, resignation or removal.  At each annual election held

          after the initial election of directors according to class, the

          directors chosen to succeed those whose terms then expire shall

          be identified as being of the same class as the directors they

          succeed and shall be elected for a term expiring at the third

          succeeding annual meeting of stockholders or in each case

          thereafter when their respective successors are elected and have

          qualified or upon their earlier death, resignation or removal. 

          If the number of directorships is changed, any increase or

          decrease in directors shall be apportioned among the classes so

          as to maintain all classes as nearly equal in number as possible. 

          No decrease in the number of directorships shall shorten the term

          of any director.  Any director elected to fill a vacancy not

          resulting from an increase in the number of directorships shall

          have the same remaining term as that of his predecessor.  No

          qualification for the office of director shall apply to any

          director in office at the time such qualification was adopted or

          any successor director elected by the directors to fill the

          unexpired term of a director.

               Section 3.  A regular meeting of the Board of Directors

          shall be held without notice other than this By-law, immediately

          after, and at the same place as, each annual meeting of

          stockholders.  Additional regular meetings of the Board of

          Directors may be held without notice at such time and such place

          as shall from time to time be determined by the Board of

          Directors, provided, however, that the Board of Directors shall

          meet at least quarterly.  Special meetings of the Board may be

                                        - 2 -<PAGE>





          called at any time by the Chairman or by the President, and also

          shall be called on the written request of a majority of the Board

          addressed to the Chairman or the President.

               Section 4.  Notice of any special meeting shall be given to

          each director at his business or residence in writing, by

          facsimile, telephone, telegraph or other form of wire or wireless

          communication, or by mail or private carrier.  If mailed, such

          notice shall be deposited in the United States mails so

          addressed, with postage thereon prepaid, at least five (5) days

          before such meeting.  If by facsimile or electronic transmission,

          such notice shall be transmitted at least twenty-four (24) hours

          before such meeting.  If by telephone, the notice shall be given

          at least twelve (12) hours prior to the time set for the meeting. 

          Neither the business to be transacted at, nor the purpose of, any

          regular or special meeting of the Board of Directors need be

          specified in the notice of such meeting, except for amendments to

          these By-laws as provided under Section 1 of Article XI hereof. 

          A meeting may be held at any time without notice if all the

          directors are present or if those not present waive notice of the

          meeting in writing, either before or after such meeting.

               Section 5.  At any meeting of the Board of Directors, a

          majority shall be a quorum for the transaction of business, but

          any meeting may be adjourned from time to time by the vote of the

          directors present.

               Section 6.  A vacancy in the Board of Directors caused by a

          director's death, resignation, removal from office, or order of a

          court, or caused by an increase in the number of directorships

          within the range established by the Certificate of Incorporation

                                        - 3 -<PAGE>





          of the Company may be filled for the applicable term by action of

          the sole remaining director in office or at a meeting of the

          Board of Directors by the concurring vote of a majority of the

          remaining directors in office, though such remaining directors

          are less than a quorum, though the number of directors at the

          meeting is less than a quorum and though such majority is less

          than a quorum.

               Section 7.  No director shall be removed except by the

          affirmative vote of seventy-five percent (75%) or more of the

          outstanding shares of capital stock of the Company entitled to

          vote generally in the election of directors, considered as one

          class for the purpose of this Section 7 of Article I.



                                      ARTICLE II

                                      INDEMNITY

                                      ---------

               Section 1.  The Company shall indemnify its directors,

          officers, employees and agents to the fullest extent permitted by

          law and the Certificate of Incorporation.  The Company shall

          advance the payment of legal expenses to a director, officer,

          employee or agent in the defense of any claim for which

          indemnification may be available to the fullest extent permitted

          by law and the Certificate of Incorporation.



                                     ARTICLE III

                                       OFFICERS
                                       --------

          Section 1.  The officers of the Company shall be a President, a


                                        - 4 -<PAGE>





          Secretary, a Treasurer and, at the discretion of the Board of

          Directors, a Chairman and one or more Executive Vice Presidents,

          Senior Vice Presidents, Vice Presidents, Assistant Vice

          Presidents, Assistant Secretaries, Assistant Treasurers and such

          other officers as the Board of Directors may deem advisable.  The

          chief executive officer shall be a director.  One person may hold

          two or more offices.  All officers shall be elected or appointed

          annually by the Board of Directors.

          Section 2.  The Board of Directors by a two-thirds vote of their

          number shall have power to and may at any time remove from office

          any of the officers elected or appointed by them.

          Section 3.  In case of death, removal or resignation of any of

          the officers of the Company, the directors may supply the vacancy

          thus created until the next election.



                                      ARTICLE IV

                         DUTIES OF THE CHAIRMAN AND PRESIDENT
                         ------------------------------------

          Section 1.  The Chairman, if such office shall be filled by the

          Board of Directors, shall, when present, preside at all meetings

          of the Board and of the stockholders.  He shall be an executive

          officer of the Company, shall be the representative of the Board

          of Directors and, if the Board so determines, shall be the chief

          executive officer of the Company, and, while chief executive

          officer, his title shall be Chairman and Chief Executive Officer. 

          He shall perform such additional duties as may be assigned to him

          from time to time by the Board.

          Section 2.  The President shall be an executive officer of the


                                        - 5 -<PAGE>





          Company and, if the Board of Directors so determines or does not

          fill the office of Chairman, shall be the chief executive officer

          of the Company.  If the President be not the chief executive

          officer of the Company, he shall perform such duties as shall be

          assigned to him by the Chairman or by the Board of Directors.

          Section 3.  The chief executive officer of the Company shall have

          direct and active supervision and control of the business and

          affairs of the Company.



                                      ARTICLE V

                             DUTIES OF THE VICE PRESIDENT
                             ----------------------------

          Section 1.  The Executive Vice President, Senior Vice Presidents,

          Vice Presidents, and Assistant Vice Presidents shall perform such

          duties as may be assigned by the chief executive officer of the

          Board of Directors.



                                      ARTICLE VI

                   DUTIES OF THE SECRETARY AND ASSISTANT SECRETARY
                   ------------------------------------------------

          Section 1.  The Secretary shall record all the votes of the

          Company and the minutes of its transactions in a book to be kept

          for that purpose.  He shall under the direction of the chief

          executive officer be present at all meetings of the Board and

          keep a record of proceedings in a minute book.  He shall notify

          the stockholders of the annual and any special meetings, and

          shall notify the members of the Board of Directors of all regular

          and special meetings of the Board.  He shall have charge of the

          transfer of stock and the registry of any bonds of the Company

                                        - 6 -<PAGE>





          and shall keep records thereof in such manner as the Board of

          Directors shall from time to time direct.  He shall perform all

          the duties that are customary and incident to the office of

          Secretary in like companies.

               Section 2.  The Assistant Secretary shall perform the duties

          of the Secretary in case of the absence or disability of the

          Secretary, and shall at all times render such assistance as the

          Secretary may require.



                                     ARTICLE VII

                   DUTIES OF THE TREASURER AND ASSISTANT TREASURERS
                  -------------------------------------------------

               Section 1.  The Treasurer shall keep full and accurate

          accounts of receipts and disbursements and shall deposit the

          Company's funds in the name and to the credit of the Company in

          such depositories as may be determined by the Board of Directors. 

          He shall have charge of the money, notes, bills and checks of the

          Company, and may accept and endorse the same.  He shall make such

          reports of the receipts and disbursements in such form and detail

          and at such time as the Board may direct.

               Section 2.  The Assistant Treasurer shall perform the duties

          of the Treasurer in case of the absence or disability of the

          Treasurer, and shall at all times render such assistance as the

          Treasurer may require.

               Section 3.  Checks on funds of the Company, except in

          payment of dividends, shall be signed by any one of the

          following: the Chairman, the President, a Vice President whose

          duties relate primarily to responsibility for the financial


                                        - 7 -<PAGE>





          aspects of the business of the Company, the Treasurer, an

          Assistant Treasurer, the Controller and such other person or

          persons as the Board of Directors may determine from time to

          time.



                                     ARTICLE VIII

                                      COMMITTEES
                                      ----------

               Section 1.  The Board of Directors may create one or more

          committees and appoint members of the Board to serve on them. 

          Each committee shall have two or more members, who shall serve at

          the pleasure of the Board.  The creation of a committee and

          appointment of members to it shall be approved by the greater of

          a majority of all the directors in office when the action is

          taken or the number of directors otherwise required to take

          action.  A committee may exercise any of the authority of the

          Board delegated to it; EXCEPT that a committee may not:

          (i) authorize distributions; (ii) approve or propose to

          stockholders action for which Connecticut law requires

          stockholder approval; (iii) fill vacancies on the Board or any

          Board committee; (iv) amend the Certificate of Incorporation when

          the Board is permitted to do so without stockholder approval;

          (v) adopt, amend or repeal these By-laws; (vi) approve a plan of

          merger not requiring stockholder approval; (vii) authorize or

          approve reacquisition of shares of Company stock, except

          according to a formula or method prescribed by the Board; or

          (viii) authorize or approve the issuance or sale or contract for

          sale of shares, or determine the designation and relative rights,


                                        - 8 -<PAGE>





          preferences and limitations of a class or series of shares unless

          authorized by the Board with specifically prescribed limits.

               Section 2.  There shall be an Executive Committee consisting

          of such directors as may be chosen by the Board of Directors. 

          The Executive Committee shall have charge of all matters which

          may be referred to it by the Board of Directors and generally

          have oversight and authority with regard to all business of the

          Company when the Board of Directors is not in session.

               Section 3.  There shall be an Audit Committee consisting of

          such directors as may be chosen by the Board of Directors.  The

          Audit Committee shall recommend to the Board of Directors a firm

          of independent public accountants to audit the books and accounts

          of the Company.  The Committee also shall review the reports

          prepared by the independent public accountants and recommend to

          the directors any actions deemed appropriate in connection with

          the reports.  The Committee shall have such other powers and

          duties as the Board may designate.

               Section 4.  There shall be a Compensation Committee

          consisting of such directors as may be chosen by the Board of

          Directors.  The Compensation Committee shall establish salaries

          and benefits for all officers, subject to approval by the

          directors.  The Committee shall approve all organizational

          matters pertaining to officers and employees and review all

          Company compensation and benefit programs, subject also to

          approval.  The Committee shall have such other powers and duties

          as the Board may designate.

               Section 5.  There shall be a Committee on Directors

          consisting of such directors as may be chosen by the Board of

                                        - 9 -<PAGE>





          Directors.  The Committee on Directors shall consider candidates

          for vacancies among directors, including written stockholder

          recommendations, and recommend nominees when the need arises. 

          The Committee also shall recommend assignments of directors to

          the various committees of the Board of Directors.  The Committee

          shall have such other powers and duties as the Board may

          designate.

               Section 6.  There shall be a Pension & Investment Committee

          consisting of such directors as may be chosen by the Board of

          Directors.  The Pension & Investment Committee shall oversee the

          financial management of all qualified and non-qualified plans of

          deferred compensation, trusts relating to such plans, and similar

          arrangements sponsored by the Company.  The Committee shall

          recommend contributions and amendments to such plans, and shall

          have the authority to select, remove, review the performance of,

          and allocate assets among managers, trustees, insurance companies

          and other financial advisors as necessary to fully discharge its

          duties.  The Committee shall have such other powers and duties as

          the Board may designate.

               Section 7.  All committees shall report their actions and

          recommendations to the Board of Directors at the next ensuing

          meeting of the Board.  A majority of each committee shall

          constitute a quorum for the transaction of business.  The Board

          of Directors shall fix the remuneration of directors and for

          membership on committees.







                                        - 10 -<PAGE>





                                      ARTICLE IX

                               MEETING OF STOCKHOLDERS
                               -----------------------

               Section 1.  The annual meeting of the stockholders of the

          Company for the election of directors and the transaction of such

          other business as may properly come before the meeting shall be

          held on such day and at such hour as shall be determined by

          resolution of the Board of Directors.

               A special meeting of the stockholders shall be called at any

          time by the Chairman of the Board, by the Secretary in conformity

          with the vote of the Board of Directors, on the written request

          of a majority of the directors addressed to the chief executive

          officer of the Company or by the President on the written request

          of stockholders holding at least thirty-five percent (35%) of the

          voting power of all shares entitled to vote at the meeting.

               Section 2.  Written or electronic notice, stating the place,

          day and hour of the meeting and the purpose or purposes for which

          the meeting is called, shall be prepared and delivered by the

          Company not less than ten (10) days nor more than sixty (60) days

          before the date of the meeting, to each stockholder of record

          entitled to vote at such meeting.  Such further notice shall be

          given as may be required by law.  Written notice is effective

          upon deposit in the United States mail, as evidenced by the

          postmark, if mailed, postage prepaid and correctly addressed to

          the stockholder's address shown in the Company's current record

          of stockholders, and electronic notice is effective when

          transmitted to the stockholder in a manner authorized by the

          stockholder.  Electronic notice is defined as a notice that is


                                        - 11 -<PAGE>





          transmitted by any process of communication that is suitable for

          the retention, retrieval and reproduction of information by the

          recipient and which does not directly involve the physical

          transfer of paper.  Any previously scheduled meeting of the

          stockholders may be postponed by resolution of the Board of

          Directors upon public notice given prior to the time previously

          scheduled for such meeting of stockholders.

               Section 3.  Except as otherwise provided by law or by the

          Certificate of Incorporation, the holders of a majority of the

          voting power of the outstanding shares of the Company entitled to

          vote generally in the election of directors (the "Voting Stock"),

          represented in person or by proxy, shall constitute a quorum at a

          meeting of stockholders, except that when specified business is

          to be voted on by a class or series voting as a class, the

          holders of a majority of the shares of such class or series shall

          constitute a quorum for the transaction of such business.  The

          chairman of the meeting or the holders of a majority of the

          voting power of the shares of Voting Stock so represented may

          adjourn the meeting from time to time, whether or not there is

          such a quorum (or in the case of specified business to be voted

          on by a class or series, the chairman or, the holders of a

          majority of the shares of such class or series so represented may

          adjourn the meeting with respect to such specified business).  No

          notice of the time and place of adjourned meetings need be given

          except as required by law.  The stockholders present at a duly

          organized meeting may continue to transact business until

          adjournment, notwithstanding the withdrawal of enough

          stockholders to leave less than a quorum.

                                        - 12 -<PAGE>





               Section 4.  Stockholders may vote at any meeting either in

          person or by a proxy that meets the requirements of the

          Connecticut Business Corporation Act as it may be amended from

          time to time.

               Section 5.  (A) Annual Meetings of Stockholders.

          (1) Nominations of persons for election to the Board of Directors

          of the Company and the proposal of business to be considered by

          the stockholders may be made at an annual meeting of stockholders

          (a) pursuant to the Company's notice of meeting delivered

          pursuant to Section 2 of Article IX of these By-laws, (b) by or

          at the direction of the Chairman or the Board of Directors or (c)

          by any stockholder of the Company who is entitled to vote at the

          meeting, who complied with the notice procedures set forth in

          clauses (2) and (3) of this paragraph (A) and this By-law and who

          was a stockholder of record at the time such notice is delivered

          to the Secretary of the Company.

                    (2)  For nominations or other business to be properly

          brought before an annual meeting by a stockholder pursuant to

          clause (c) of paragraph (A)(1) of this By-law, the stockholder

          must have given timely notice thereof in writing to the Secretary

          of the Company.  To be timely, a stockholder's notice shall be

          delivered to the Secretary at the principal executive offices of

          the Company not less than seventy (70) days nor more than ninety

          (90) days prior to the first anniversary of the preceding year's

          annual meeting; provided, however, that in the event that the

          date of the annual meeting is advanced by more than twenty (20)

          days, or delayed by more than seventy (70) days, from such

          anniversary date, notice by the stockholder to be timely must be

                                        - 13 -<PAGE>





          so delivered not earlier than the ninetieth (90th) day prior to

          such annual meeting and not later than the close of business on

          the later of the seventieth (70th) day prior to such annual

          meeting or the tenth (10th) day following the day on which public

          announcement of the date of such meeting is first made.  Such

          stockholder's notice shall set forth (a) as to each person whom

          the stockholder proposes to nominate for election or reelection

          as a director all information relating to such person that is

          required to be disclosed in solicitations of proxies for election

          of directors, or is otherwise required, in each case pursuant to

          Regulation 14A under the Securities Exchange Act of 1934, as

          amended (the "Exchange Act"), including such person's written

          consent to being named in the proxy statement as a nominee and to

          serving as a director if elected; (b) as to any other business

          that the stockholder proposes to bring before the meeting, a

          brief description of the business desired to be brought before

          the meeting, the reasons for conducting such business at the

          meeting and any material interest in such business of such

          stockholder and the beneficial owner, if any, on whose behalf the

          proposal is made; and (c) as to the stockholder giving the notice

          and the beneficial owner, if any, on whose behalf the nomination

          or proposal is made (i) the name and address of such stockholder,

          as they appear on the Company's books, and of such beneficial

          owner and (ii) the class and number of shares of the Company

          which are owned beneficially and of record by such stockholder

          and such beneficial owner.

                    (3)  Notwithstanding anything in the second sentence of

          paragraph (A)(2) of this By-law to the contrary, in the event

                                        - 14 -<PAGE>





          that the number of directors to be elected to the Board of

          Directors of the Company is increased and there is no public

          announcement naming all of the nominees for director or

          specifying the size of the increased Board of Directors made by

          the Company at least seventy (70) days prior to the first

          anniversary of the preceding year's annual meeting, a

          stockholder's notice required by this By-law shall also be

          considered timely, but only with respect to nominees for any new

          positions created by such increase, if it shall be delivered to

          the Secretary at the principal executive offices of the Company

          not later than the close of business on the tenth (10th) day

          following the day on which such public announcement is first made

          by the Company.

               (B)  Special Meetings of Stockholders.  Only such business

          shall be conducted at a special meeting of stockholders as shall

          have been brought before the meeting pursuant to the Company's

          notice of meeting pursuant to Section 2 of Article IX of these

          By-laws (including any such notice upon the request of the

          holders of thirty-five percent (35%) of the voting power of the

          shares entitled to vote at the meeting).  Nominations of persons

          for election to the Board of Directors may be made at a special

          meeting of stockholders at which directors are to be elected

          pursuant to the notice of meeting (a) by or at the direction of

          the Board of Directors or (b) by any stockholder of the Company

          who is entitled to vote at the meeting, who complies with the

          notice procedures set forth in this By-law and who is a

          stockholder of record at the time such notice is delivered to the

          Secretary of the Company.  Nominations by stockholders of persons

                                        - 15 -<PAGE>





          for election to the Board of Directors may be made at such a

          special meeting of stockholders if the stockholder's notice as

          required by paragraph (A)(2) of this By-law shall be delivered to

          the Secretary at the principal executive offices of the Company

          not earlier than the ninetieth (90th) day prior to such special

          meeting and not later than the close of business on the later of

          the seventieth (70th) day prior to such special meeting or the

          tenth (10th) day following the day on which public announcement

          is first made of the date of the special meeting and of the

          nominees proposed by the Board of Directors to be elected at such

          meeting.

               (C)  General.  (1)  Only persons who are nominated in

          accordance with the procedures set forth in this By-law shall be

          eligible to serve as directors and only such business shall be

          conducted at a meeting of stockholders as shall have been brought

          before the meeting in accordance with the procedures set forth in

          this By-law.  Except as otherwise provided by law, the

          Certificate of Incorporation or these By-laws, the chairman of

          the meeting shall have the power and duty to determine whether a

          nomination or any business proposed to be brought before the

          meeting was made in accordance with the procedures set forth in

          this By-law and, if any proposed nomination or business is not in

          compliance with this By-law, to declare that such defective

          proposal or nomination shall be disregarded.

                    (2)  For purposes of this By-law, "public announcement"

          shall mean disclosure in a press release reported by the Dow

          Jones News Service, Associated Press or comparable national news

          service or in a document publicly filed by the Company with the

                                        - 16 -<PAGE>





          Securities and Exchange Commission pursuant to Section 13, 14 or

          15(d) of the Exchange Act.

                    (3)  Notwithstanding the foregoing provisions of this

          By-law, a stockholder shall also comply with all applicable

          requirements of the Exchange Act and the rules and regulations

          thereunder with respect to the matters set forth in this By-law. 

          Nothing in this By-law shall be deemed to affect any rights of

          stockholders to request inclusion of proposals in the Company's

          proxy statement pursuant to Rule 14a-8 under the Exchange Act.

               Section 6.  The chairman of the meeting shall fix and

          announce at the meeting the date and time of the opening and the

          closing of the polls for each matter upon which the stockholders

          will vote at a meeting.

               Section 7.  (a)  The Company shall appoint one or more

          inspectors to act at a meeting of stockholders and make a written

          report of the inspectors' determinations.  Each inspector shall

          take and sign an oath faithfully to execute the duties of

          inspector with strict impartiality and according to the best of

          the inspector's ability.



















                                        - 17 -<PAGE>







                                      ARTICLE X

                                CERTIFICATES OF STOCK
                                ----------------------

               Section 1.  Certificates of stock shall be issued to the

          stockholders and transfer of them made by the Secretary when

          required.  The certificates shall be signed by the Chairman, the

          President or Vice President and by the Secretary or Assistant

          Secretary, the signatures of whom may be facsimiles,

          countersigned by the transfer agent, and sealed with the common

          seal of the Company or a facsimile thereof.  A transfer agent and

          a registrar of the stock may be appointed by the Board of

          Directors.  Transfers of stock shall be made upon the books of

          the Company by the stockholder in person or by attorney duly

          authorized upon surrender of the certificates.

               Section 2.  The Board of Directors may close the transfer

          books in its discretion for a period not exceeding ten (10) days

          preceding any meeting of the stockholders or preceding the day

          appointed for the payment of a dividend and the Board may in its

          discretion fix a record date for the determination of

          stockholders entitled to a vote at any meeting or to receive the

          payment of a dividend.



                                      ARTICLE XI

                              AMENDMENTS TO THE BY-LAWS
                              --------------------------

               Section 1.  Amendments to the By-laws may be made at any

          special or stated meeting of the Board of Directors by vote or

          consent of at least two-thirds of the entire number of directors,

                                        - 18 -<PAGE>





          provided that no amendment shall be made unless the notice of the

          meeting shall specify the amendment as the purpose or one of the

          purposes of the meeting.

               Section 2.  Amendments to the By-laws may be made at any

          annual or special meeting of the stockholders by vote of the

          holders of at least two-thirds of the voting power of shares

          entitled to vote thereon, provided that no amendment shall be

          made unless the notice of the meeting shall specify the amendment

          as the purpose or one of the purposes of the meeting.



                                   (As adopted on March 25, 1997, 

                                   effective at the close of business,

                                   March 31, 1997; as amended on

                                   December 1, 1998)





























                                        - 19 -<PAGE>