Exhibit T3B-35

                                                                       EXHIBIT A

                                     BY-LAWS

                                       OF

                  NEW MARTINSVILLE HYDRO-OPERATIONS CORPORATION

                     (hereinafter called the "Corporation")

                  In these By-Laws, references to the Articles of Incorporation
mean the provisions of the Articles of Incorporation (as that term is defined in
the West Virginia Corporation Act) of the Corporation as from time to time in
effect, and references to these By-Laws or to any requirement or provision of
law mean these By-Laws or such requirement or provision of law from time to time
in effect.

                                    ARTICLE I

                                     OFFICES

                  Section 1. Registered Office. The registered office of the
Corporation shall be CT Corporation System, 1200 Charleston National Plaza,
Charleston, West Virginia 25301.

                  Section 2. Other Offices. The Corporation may also have
offices at such other places both within and without the State of West Virginia
the Board of Directors may from time to time determine.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meetings. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at such time
and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

                  Section 2. Annual Meetings. The Annual Meeting of stockholders
(the Meeting") shall be held on such date and at such time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which meeting the stockholders shall elect by a plurality
vote a Board of Directors and transact such other business as may properly be
brought before the meeting. Written notice of the Annual Meeting stating the
place, date and hour of the meeting shall be given to each stockholder entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting. No publication of the notice of meeting shall be
required. A stockholder may waive the notice of meeting by attendance at the
meeting, either in person or by proxy, either before or after the meeting, or as
provided in Article VI of these By-Laws.

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                  Section 3. Special Meetings. Unless otherwise prescribed by
law or by the Articles of Incorporation, Special Meetings of stockholders
(individually, "Special Meeting" and collectively, "Special Meetings", or any
purpose or purposes, may be called at any time by the Board of Directors, the
President or the Secretary and shall be called by any such officer at the
request in writing of a majority of the Board of Directors or at the request in
writing of stockholders owning a majority of the capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Written notice of the
Special Meeting stating the place, date and hour of the meeting and the purpose
or purposes for which the meeting is called shall be given not less than ten
(10) nor more than sixty days (60) before the date of the meeting to each
stockholder entitled to vote at such meeting. No publication of the notice of
meeting shall be required. A stockholder may waive the notice of meeting by
attendance at the meeting, either in person or by proxy, either before or after
the meeting, or as provided in Article VI of these By-Laws.

                  Section 4. Record Date. The Board of Directors may fix a date,
not less than ten (10) nor more than sixty (60) days preceding the date of any
meeting of the stockholders, as a Record Date for determination of stockholders
entitled to notice of, or to vote at, such meeting. The Board of Directors shall
not close the books of the Corporation against transfers of shares during the
whole or any part of such period.

                  Section 5. Quorum. Except as otherwise provided by law or by
the Articles of Incorporation, the recordholders of a majority of the capital
stock issued and outstanding and entitled to vote at any meeting, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business.

                  If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

                  Section 6. Voting. Unless otherwise required by law, the
Articles of Incorporation or these By-Laws, any question brought before any
meeting of stockholders shall be decided by the vote of the holders of a
majority of the stock represented and entitled to vote thereat. Each stockholder
represented at a meeting of stockholders shall be entitled to cast one (1) vote
for each share of the stock of the Corporation entitled to vote thereat held by
such stockholder. Such votes may be cast in person or by proxy, but no proxy
shall be voted on or after three (3) years from its date, unless such proxy
provided for a longer period. The Board of Directors, in its discretion, or the
officer of the Corporation presiding at a meeting of stockholders, in his
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

                  Section 7. Consent of stockholders in Lieu of Meeting. Unless
otherwise provided in the Articles of Incorporation, any action required or
permitted to be taken at any Annual or

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Special Meeting of stockholders of the Corporation may be taken without a
meeting, without prior notice and without a vote, if a unanimous consent in
writing, setting forth the action so taken, shall be signed by all the holders
of outstanding stock who would have been entitled to vote upon the action if
such meeting were held. Prompt notice of taking the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                  Section 8. List of stockholders Entitled to Vote. The officer
of the Corporation who has charge of the stockledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders as of the Record Date entitled to vote at the
meeting, arranged in alphabetical order and Showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.

                  Section 9. Stock Ledger. The stockledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to examine
the stockledger, the list required by Section 8 of this Article or the books of
the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Election of Directors. The business and
affairs of the Corporation shall be managed by the Board of Directors.
Initially, the number of directors on the Board of Directors shall be one (i)
and thereafter such number of directors may be increased or decreased from time
to time by resolution by the Board of Directors, but in no event shall the
number of directors be more than seven (7). No decrease by the Board of
Directors shall have the effect of shortening the term of any incumbent
director. Except as provided in Section 2 of this Article, directors shall be
elected by a plurality of the votes cast at the Annual Meeting, and each
director so elected shall hold office for the full term to which he shall have
been elected and until his successor is duly elected and qualified, or until his
earlier resignation or removal. Any director may resign at any time upon notice
to the Corporation. A director need not be a stockholder of the Corporation or a
resident of the State of West Virginia.

                  Section 2. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by (i) an affirmative vote of a majority of the remaining
directors then in office, though less than a quorum of the Board of Directors,
or (ii) by a sole remaining director, or (iii) by a majority vote of the holders
of record shares of stock issued and outstanding and entitled to vote. Any
directors so chosen shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such directors' successors are duly elected and qualified, or
until their earlier resignation or removal.

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                  Section 3. Duties and Powers. The business, affairs and
property of the Corporation shall be managed by or under the directorship of the
Board of Directors, which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.

                  Section 4. Meetings. The Board of Directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Delaware. Regular meetings of the Board of Directors may be held without at
such time and at such place as may from time to time be determined by the Board
of Directors. Special meetings of the Board of Directors may be called by the
Chairman, if there be one, or the President. Notice thereof stating the place,
date and hour of the meeting shall be given to each director either by mail not
less than forty-eight (48) hours before the date of the meeting, by telephone or
telegram on twenty-four (24) notice or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

                  Section 5. Quorum. Except as may be otherwise specifically
provided by law, the Articles of Incorporation or these By-Laws, at all meetings
of the Board of Directors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting of
the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

                  Section 6. Actions of Board. Unless otherwise provided by the
Articles of Incorporation or these, By-laws any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may betaken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

                  Section 7. Meetings by Means of Conference Telephone. Unless
otherwise provided by the Articles of Incorporation or these By-Laws, members of
the Board of Directors of the Corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7 shall
constitute presence in person at such meetings.

                  Section 8. Committees. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the directors of
the Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not they constitute a quorum,

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may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any absent or disqualified member. Any committee, to the
extent allowed by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

                  Section 9. Reimbursement of Expenses. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors. No such reimbursement shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore. Members
of special or standing committees may be allowed like reimbursement for
attending committee meetings.

                  Section 10. Removal. Unless otherwise provided by law,
directors may be removed, with or without cause, at a Meeting of Shareholders
called expressly for that purpose by a vote of a majority of the shares then
entitled to vote at an election of directors.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1. General. The officers of the Corporation shall be
chosen by the Board of Directors and shall consist of a President, a Treasurer
and a Secretary. The Board of Directors, in its discretion, may also choose a
chairman of the Board of Directors (who must be a director, and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, except the offices of
President and Secretary unless otherwise allowed or prohibited by law, the
Articles of Incorporation, or these By-Laws. The officers of the Corporation
need not be stockholders of the Corporation nor, except in the case of the
Chairman of the Board Directors, need such officers be directors of the
Corporation.

                  Section 2. Election. The Board of Directors at its first
meeting held after each Annual Meeting of stockholders shall select the officers
of the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors; and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until the earlier of
their resignation or removal. Any officers elected by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation shall be
filled by the Board of Directors. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors.

                  Section 3. Duties. The officers of the Corporation shall have
such powers and duties as generally pertain to their offices, except as modified
herein or by the Board of Directors, as well as such powers and duties as from
time to time may be conferred by the Board of Directors. The Chairman of the
Board, if there is one, shall have such duties as may be assigned to him by the
Board of Directors and shall preside at meetings of the Board of Directors and
at meetings of the stockholders. The President shall be the chief executive
officer of the Corporation and shall have the general supervision over the
business, affairs and property of the Corporation.

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The Secretary and the Assistant Secretary, if any, of the Corporation shall
record all proceedings at meetings and actions in writing of stockholders,
directors and committees of directors, and shall exercise such additional
authority and perform such additional duties as the Board of Directors may
assign. The Treasurer shall have the custody of the corporate funds and
securities and shall keep, or cause to be kept, full and accurate account of
receipts and disbursements in books belonging to the Corporation and shall
depositor to be deposited all monies and other valuable effects in the name and
to the credit of the Corporation in such depositories as may be designated by
the Board of Directors. He or she shall disburse or cause to be disbursed the
funds of the Corporation as may be ordered by the Board of Directors, the
President or such other officer as the President may from time to time
designate, taking proper vouchers for such disbursements.

                  Section 4. Removal. Any officer may be removed, with or
without cause, by the Board of Directors. Any vacancy in an office may be filled
by the Board of Directors or a duly designated committee of the Board of
Directors.

                  Section 5. Voting Securities Owned by the Corporation. Powers
of attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be executed in
the name and on behalf of the Corporation by the President or any Vice President
and the Secretary, and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of securityholders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time, confer like powers upon any other person or persons.

                                    ARTICLE V

                                      STOCK

                  Section 1. Form of Certificates. The shares of stock of the
Corporation shall be represented by certificates of stock, signed in the name of
the Corporation (i) by the President or a Vice President, and (ii) by the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares of stock in the Corporation owned by the holder named in the certificate.

                  Section 2. Signatures. When a certificate is countersigned by
(i) a transfer agent other than the Corporation or its employee, or (ii) a
registrar other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                  Section 3. Lost Certificates. The Board of Directors may
direct a new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the mailing of an affidavit of the fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a condition
precedent to the

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issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in such manner
as the Board of Directors shall require and/or to give the Corporation a bond in
such sum as may Direct as indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.

                  Section 4. Transfers. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-Laws. Transfers of
stock shall be made on the books of the Corporation only by the person named in
the certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.

                  Section 5. Beneficial Owners. The Corporation shall been
titled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by law.

                                   ARTICLE VI

                                     NOTICES

                  Section 1. Notices. Whenever written notice is required by
law, the Articles of Incorporation or these By-Laws to be given to any director,
member of a committee or stockholder, such notice shall be in writing and may be
delivered by mail, addressed to such director, member of a committee, or
stockholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Written notice
may also be given personally or by telegram, telex, telecopier or cable.

                  Section 2. Waivers of Notice. Whenever any notice is required
by law, the Articles of Incorporation, or these By-Laws to be given to any
director, member of a committee, or stockholder, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting, and
may be paid in cash, in property, or in shares of capital stock of the
Corporation. 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 Board
of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any

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such reserve.

                  Section 2. Disbursements. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

                  Section 3. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  Section 4. Corporate Seal. The Corporate Seal shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words "Corporate Seal, West Virginia." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Right to Indemnification. The Corporation may
indemnify any person to the fullest extent permitted by applicable law and such
greater extent as applicable law may thereafter permit. The rights of an
Indemnitee provided under the preceding sentence shall include, but not be
limited to, the right to be indemnified to the fullest extent permitted by
Section 31-1-9 of the West Virginia Corporation Act.

                  Section 2. Insurance. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under West Virginia law.

                  Section 3. Indemnity Agreements. The Corporation may enter
into indemnity agreements with the persons who are members of its Board of
Directors from time to time, and with such officers, employees and agents as the
Board may designate, such indemnity agreements to provide in substance that the
Corporation will indemnify such persons to the full extent contemplated by this
Article.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  Section 1. Amendments. These By-Laws may be altered, amended
or repealed, in whole or in part, or new By-Laws may be adopted, by the
stockholders or by the Board of Directors; provided, however, that notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such meeting of stockholders or Board of Directors, as the case
may be. All such alterations, amendments, repeals or adoptions must be approved
by either the holders of a majority of the outstanding capital stock entitled to
vote thereon or by a majority of the Board of Directors then in office.

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