U-1

                       SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                    FORM U-1

                                   APPLICATION

                                    UNDER THE

                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935



                               AGL RESOURCES INC.
                            ATLANTA GAS LIGHT COMPANY
                           303 Peachtree Street, N.E.
                             Atlanta, Georgia  30308
             (Name of company or companies filing this statement and
                     address of principal executive offices)




                               AGL RESOURCES INC.
                            ATLANTA GAS LIGHT COMPANY
                         c/o James S. Thomas, Jr., Esq.
                            ATLANTA GAS LIGHT COMPANY
                           303 Peachtree Street, N.E.
                             Atlanta, Georgia  30308
                           Telephone:  (404) 584-4000
                   (Names and addresses of agents for service)

                           Copies to:

James M. Cotter, Esq.                  Michael P. Graney, Esq.
Simpson Thacher & Bartlett             Mark S. Tibberts, Esq.
425 Lexington Avenue                   Simpson Thacher & Bartlett
New York, New York  10017              1 Riverside Plaza, 9th Floor
Telephone:  (212) 455-2000             Columbus, Ohio  43215
                                       Telephone:  (614) 461-7799

                                  Introduction

          Pursuant to Sections 9(a)(2) and 10 of the Public Utility Holding

Company Act of 1935 (the "1935 Act"), AGL Resources Inc., a Georgia corporation

("Holding Company"), hereby applies for the approval of the Securities and

Exchange Commission (the "Commission") to acquire, through a merger of Holding

Company's wholly-owned subsidiary AGL Merger Co., a Georgia corporation

("Merger-Sub"), with Atlanta Gas Light Company, also a Georgia corporation

("AGL"): (i) all of the outstanding shares of common stock of AGL; and (ii)

indirectly all of the outstanding shares of common stock of Chattanooga Gas

Company, a Tennessee corporation and a wholly-owned subsidiary of AGL

("Chattanooga").  In addition, Holding Company hereby applies pursuant to

Section 3(a)(1) of the 1935 Act for an order exempting Holding Company, and

each of its subsidiary companies as such, from all provisions of the 1935 Act

(except for Section 9(a)(2) thereof); and AGL hereby applies, pursuant to

Section 3(a)(2) of the 1935 Act, for an order exempting AGL, and each of its

subsidiary companies as such, from all provisions of the 1935 Act (except for

Section 9(a)(2) thereof).



Item 1.  Description of Proposed Transaction.

A.   Parties

          Both AGL and Chattanooga are "gas utility companies" as defined under

Section 2(a)(4) of the 1935 Act.  AGL supplies natural gas distribution and

transportation service to the public in central, northwest, northeast and

southeast Georgia, with the majority of its customers located in the

metropolitan Atlanta area.  In providing this service, AGL is subject to

regulation by the Georgia Public Service Commission ("GPSC") under Title 46 of

the Official Code of Georgia, Annotated.  Chattanooga supplies natural gas

service to customers in Chattanooga and Cleveland, Tennessee, and surrounding

portions of Hamilton County and Bradley County.  In providing this service,

Chattanooga is subject to regulation by the Tennessee Public Service Commission

("TPSC") under Title 65 of the Tennessee Code Annotated.

          By virtue of its ownership of Chattanooga, AGL is a "holding company"

for the purposes of the 1935 Act.  However, pursuant to Section 3(a)(2) of the

1935 Act and Rule 2 thereunder, AGL is not regulated as a "holding company" and

is exempt from all of the 1935 Act's provisions, except Section

9(a)(2).   

          AGL also has a number of subsidiaries that are not "public utility

companies" for purposes of the 1935 Act.  These include:  (i) Georgia Gas

Service Company, a Georgia corporation that provides liquified petroleum gas

service to customers in Georgia and Alabama; (ii) Georgia Gas Company, a

Georgia corporation with working interests in gas production activities; (iii)

Georgia Energy Company, a Georgia corporation that provides natural gas vehicle

conversion services; and (iv) Trustees' Investments, Inc., a Georgia

corporation in the business of real estate development.  The operations of

AGL's subsidiaries that are not "public utility companies" contributed $881,000

to AGL's aggregate after-tax net income in fiscal year 1995.

          AGL's current corporate structure is as follows:



                           CURRENT CORPORATE STRUCTURE

          [Graph omitted from electronic filing.  The omitted graph represents

a tree diagram of the current corporate structure, with Atlanta Gas Light

Company as the parent of the following companies:  (i) AGL Investments, Inc.,

(ii) Georgia Gas Service Company, (iii) Georgia Gas Company, (iv) Georgia

Energy Company, (v) Trustees Investments, Inc., (vi) Georgia Engine Sales &

Service Company (inactive), (vii) Georgia Natural Gas Company (inactive),

(viii) AGL Energy Services, Inc., (ix) Peachtree Pipeline Company (inactive),

(x) Chattanooga Gas Company, and (xi) AGL Resources Inc. (with its wholly-owned

subsidiary, AGL Merger Co.).]

          Holding Company and Merger-Sub were incorporated in Georgia on

November 27, 1995 for the purpose of carrying out the proposed transactions

described in this application.  Holding Company is a direct, wholly-owned

subsidiary of AGL, and Merger-Sub is a direct, wholly-owned subsidiary of

Holding Company.  Neither Holding Company nor Merger-Sub owns any utility

assets or currently is a "holding company" for the purposes of the 1935 Act. 



B.   The Proposed Restructuring

          AGL proposes to form a holding company structure pursuant to an

Agreement and Plan of Merger to be entered into among AGL, Holding Company and

Merger-Sub (the "Plan of Merger"), a copy of which is filed as Exhibit B-1

hereto.  Under the terms of the Plan of Merger, a newly formed subsidiary of

Holding Company, Merger-Sub, would be merged (the "Merger") with and into AGL,

and each outstanding share of common stock of Merger-Sub would be converted

into one share of common stock, par value $5 per share, of AGL (collectively,

the "AGL Stock").  In addition, pursuant to the Merger, each outstanding share

of AGL Stock would be converted into one share of common stock, par value $5

per share, of Holding Company.  Upon consummation of the Merger, each person

that would own AGL Stock immediately prior to the Merger would own a

corresponding number of the outstanding shares of common stock of Holding

Company, and Holding Company would own all of the outstanding AGL Stock.  

          Subsequent to the Merger, AGL would transfer to Holding Company,

by stock dividend or otherwise, the common stock of all of its subsidiaries

other than Chattanooga, with the result that all such subsidiaries (with the

exception of AGL Energy Services, Inc., which would be a direct subsidiary

of Holding Company) would become subsidiaries of a separate wholly-owned

subsidiary of Holding Company.  AGL would continue to own all of the

outstanding common stock of Chattanooga.  The corporate structure, immediately

after the consummation of all of the above transactions (such transactions,

including the Merger, collectively, the "Restructuring"), would be as follows:

                       PROPOSED HOLDING COMPANY STRUCTURE

          [Graph omitted from electronic filing.  The omitted graph represents

a tree diagram of the post-merger corporate structure, with AGL Resources Inc.

as the parent of the following companies:  (i) AGL Investments, Inc. (with its

wholly-owned subsidiaries, Georgia Gas Service Company, Georgia Gas Company,

Georgia Energy Company and Trustees Investments, Inc.), (ii) Atlanta Gas Light

Company (with its wholly-owned subsidiary, Chattanooga Gas Company) and (iii)

AGL Energy Services, Inc.]

          Prior to the Restructuring, Holding Company would apply to have its

common stock listed on the New York Stock Exchange, Inc. (the "NYSE").  It is

anticipated that the common stock of Holding Company would be listed and traded

on such stock exchange upon consummation of the Restructuring, whereupon

Holding Company would be required to file reports with the Commission pursuant

to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "1934

Act").  The AGL Stock would cease to be listed on the NYSE following the

Restructuring.  

          The consummation of the Merger pursuant to the Plan of Merger is

subject to various conditions.  These conditions include "all of the regulatory

approvals and exemptions necessary, appropriate or desirable to be obtained

prior to effectuating the Merger and the Restructuring," which include the

approval of the Commission under Section 9(a)(2) of the 1935 Act, the granting

by the Commission of exemptions under Sections 3(a)(1) and 3(a)(2) of the 1935

Act as requested in this application, and the approval of the GPSC.  The Plan

of Merger also is subject to approval by the affirmative vote of a majority of

the outstanding shares of AGL Stock at AGL's 1996 annual meeting of

shareholders to be held in early 1996.

          Holding Company will be filing with the Commission, concurrently with

its filing of this application, a Registration Statement on Form S-4 (the

"Registration Statement") under the Securities Act of 1933, as amended.  The

Prospectus and Proxy Statement contained in the Registration Statement, a copy

of which is filed herewith as Exhibit C-1, is being filed for the purpose of

(i) registering the shares of common stock of Holding Company to be issued in

exchange for the AGL Stock pursuant to the Merger and (ii) complying with the

requirements of the 1934 Act in connection with the solicitation of proxies of

AGL's common shareholders.



C.   Purpose and Anticipated Effects of the Restructuring

          1.   Purpose

          The principal purpose of the Restructuring is to establish a more

appropriate corporate structure to operate more efficiently in the evolving

energy marketplace.  The holding company structure that AGL would adopt as a

result of the Restructuring should result in greater financial, managerial and

organizational flexibility, placing AGL in a better position to adapt to the

changing gas utility industry and to meet and take advantage of future

challenges and opportunities, particularly in unregulated businesses.  This

flexibility would, in turn, permit more easily the establishment of a broad

base of income generation from related unregulated business activities that

should enhance the overall strength of AGL's enterprises.  At the same time,

the holding company structure would provide a mechanism for protecting the

utility business and utility customers of AGL and Chattanooga from the risks

involved in non-utility ventures.

          2.   Anticipated Effects

          The Restructuring would have no effect, adverse or otherwise, upon

the gas utility operations of AGL and Chattanooga.  The Restructuring would

cause no real change in ownership or management of AGL or Chattanooga and would

not result in a transfer or acquisition of any utility asset.  Moreover, AGL's

natural gas distribution and transportation business is expected to constitute

the predominant part of Holding Company's earning power for the foreseeable

future.  

          Even though their utility operations would not be affected, a number

of benefits would accrue to AGL and Chattanooga and their customers and

shareholders as a result of the Restructuring.  AGL's adoption of a holding

company corporate structure would: (i) allow AGL's affiliates more easily to

participate in non-utility businesses and to compete with non-regulated

companies in providing energy-related services;  (ii) permit the use of

financing techniques that are more directly suited to the particular

requirements, characteristics and risks of unregulated operations without

affecting the capital structure or creditworthiness of AGL; (iii) increase

financial flexibility by allowing the design and implementation of

capitalization ratios appropriate for the capital and business requirements of

each subsidiary; (iv) by separating the operations of regulated and unregulated

businesses, provide a better structure for regulators to assure that there is

no cross-subsidization of costs or transfer of business risk from unregulated

to regulated lines of business; and (v) provide legal protection against the

imposition of liability on regulated utilities for the results of unregulated

business activities.

          Because of these benefits, the holding company structure is a highly

desirable form of conducting regulated and unregulated businesses within the

same corporate group.  In addition, a holding company structure is preferred by

the investment community because it is easier to analyze and value the

individual lines of business of an organization with such a structure.  

          The Restructuring would have no material effect on the rights of

holders of AGL Stock, with the exception that, after the Restructuring, the

articles of incorporation and by-laws of Holding Company would contain certain

anti-takeover provisions which are not presently contained in AGL's articles of

incorporation or by-laws.  

          Each class of preferred stock of AGL (collectively, the "AGL

Preferred Stock") and all indebtedness of AGL will remain securities and

obligations of AGL following the Restructuring.  Consequently, the holders of

AGL's debt securities and the AGL Preferred Stock would not be affected by the

Restructuring.  No stockholder or holder of debt securities of Chattanooga

would be affected by the Restructuring.  Chattanooga currently has no

outstanding preferred stock or publicly-held indebtedness.



D.   Additional Information

          No associate company or affiliate of Holding Company or AGL, or any

affiliate of any associate company of Holding Company or AGL, has any direct or

indirect material interest in the proposed transaction except as stated herein.

          For further information, reference is made to the financial

statements and other information in Exhibits G-1 through G-5 hereto.



Item 2.  Fees, Commissions and Expenses.

          The estimated fees, commissions and expenses paid or incurred, or to

be paid or incurred, directly or indirectly, in connection with the

Restructuring, by the applicants or any associate company of either applicant,

will be set forth in Exhibit I-1 hereto, to be filed by amendment.



Item 3.  Applicable Statutory Provisions.

          Sections 9(a)(2) and 10 of the 1935 Act are applicable to the

Restructuring.  The Restructuring would result in Holding Company's owning,

directly or indirectly, all of the outstanding voting securities of two "public

utility companies", AGL and Chattanooga; and Section 9(a)(2) of the 1935 Act

requires Commission approval before any person may acquire, directly or

indirectly, more than 5% of the outstanding voting securities of more than one

"public utility company".  The standards for approval of a transaction

under Section 9(a)(2) of the 1935 Act are set forth in Section 10(b) and (c) of

the 1935 Act. 

          Sections 3(a)(1) and 3(a)(2) of the 1935 Act are also applicable. 

Upon effectuation of the Restructuring, Holding Company would become a "holding

company" for purposes of the 1935 Act because of its direct and indirect

ownership of all of the voting securities of AGL and Chattanooga, respectively,

both of which are "public utility companies" under the 1935 Act.  In addition,

AGL would continue to be a "holding company" because of its continued ownership

of all of Chattanooga's voting securities.  Consequently, in order to avoid

registered holding company status under the 1935 Act, in this application

Holding Company has requested that the Commission, by order, grant it an

exemption pursuant to Section 3(a)(1) of the 1935 Act; and AGL has requested

that the Commission, by order, grant it an exemption under Section 3(a)(2) of

the 1935 Act. 

          For the reasons explained below, the Commission should grant approval

of the Restructuring pursuant to Section 9(a)(2) of the 1935 Act based upon the

transaction's compliance with the applicable standards of Section 10(b) and (c)

thereunder.  In addition, for the reasons described below, the Commission

should by order: (i) grant Holding Company an exemption pursuant to Section

3(a)(1) of the 1935 Act from all of the provisions of the 1935 Act (except for

Section 9(a)(2) thereof); and (ii) grant AGL an exemption from all of the

provisions of the 1935 Act (except for Section 9(a)(2) thereof).



A.   Approval of the Restructuring under Section 9(a)(2)

          As noted above, the standards to obtain approval under Section

9(a)(2) of the 1935 Act are contained at Section 10(b) and (c) thereunder.  For

the reasons explained below, the Restructuring should be found to meet these

standards.  

          1. Section 10(b)

          Section 10(b) of the 1935 Act requires the Commission to approve the

Restructuring pursuant to Section 9(a)(2) unless the Commission finds that:

          (1)  such acquisition will tend towards interlocking relations or the
               concentration of control of public utility companies, of a kind
               or to an extent detrimental to the public interest or the
               interest of investors or consumers;

          (2)  in case of the acquisition of securities or utility assets, the
               consideration, including all fees, commissions, and other
               remuneration, to whomsoever paid, to be given, directly or
               indirectly, in connection with such acquisition is not
               reasonable or does not bear a fair relation to the sums invested
               in or the earning capacity of the utility assets to be acquired
               or the utility assets underlying the securities to be acquired;
               or

          (3)  such acquisition will unduly complicate the capital structure of
               the holding company system of the applicant or will be
               detrimental to the public interest or the interest of investors
               or consumers or the proper functioning of such holding company
               system.

AGL and Holding Company respectfully submit that no adverse finding should be

made under any of these paragraphs.



          a.   Detrimental "Interlocking Relations" or "Concentration of

               Control"

          The Restructuring merely involves the formation of a holding company

over AGL and its subsidiaries.  No "public utility company" other than AGL and

Chattanooga would be involved in the Restructuring. In addition, the

relationship between AGL and Chattanooga would not be changed as a result of

the Restructuring, and both AGL and Chattanooga would continue their utility

operations in essentially the same manner as prior to the Restructuring. 

Consequently, the Restructuring should not, within the meaning of Section

10(b)(1), be deemed to "tend towards interlocking relations . . . of public

utility companies, of a kind or to an extent detrimental to the public interest

or the interest of investors or consumers."  

          For the same reasons, the Restructuring should not, within the

meaning of Section 10(b)(1), be deemed to tend toward any "concentration of

control of public utility companies" that might be detrimental to the public

interest, consumers, or investors.  The Restructuring would not involve the

acquisition of any utility assets not already owned, directly or indirectly, by

AGL and "will therefore have no effect on the concentration of control of

public utility companies."  Wisconsin Energy Corp., Holding Co. Act Release No.

24267, 37 SEC Docket 296, 300 (1986).



          b.   Fairness of Consideration and Fees

          Section 10(b)(2) of the 1935 Act requires the Commission to determine

whether the consideration in connection with a proposed acquisition of

securities is reasonable and bears a fair relation to the investment in and

earning capacity of the utility assets underlying the securities being

acquired.  As discussed above, the Restructuring would involve the merger of

AGL with a subsidiary of the newly formed Holding Company, the result of which

would effectively convert each share of AGL Stock into a share of Holding

Company common stock.  Because the proportion of each shareholder's ownership

will be unchanged, the consideration is fair and reasonable. See Wisconsin

Energy Corp., 37 SEC Docket at 300.

          As stated in Item 2. above, an estimate of the fees and expenses to

be paid in connection with the Restructuring will be filed as Exhibit I-1 by

amendment hereto.  Such fees and expenses will be reasonable and customary for

a transaction of this kind and will not be material when measured against AGL's

consolidated book value or the earning capacity of its assets.





          c.   Complication of Capital Structure

          Section 10(b)(3) of the 1935 Act requires the Commission to determine

if the transaction will unduly complicate the capital structure of the holding

company, or will be detrimental to the public, investors or consumers.  No such

effect would result from the Restructuring. 

          The Restructuring would not involve the creation of any ownership

interests other than those necessary to maintain the basic corporate

relationships of the holding company system to be established.  Pursuant to the

Restructuring, Holding Company would acquire all of the common stock of AGL. 

No minority common stock interest in AGL would remain, and the existing debt

and senior equity securities of AGL would be unaffected.  Moreover, control of

the system would remain in the hands of the existing holders of AGL Stock, who

would become the common shareholders of Holding Company.  Consequently, as the

Commission has found in similar circumstances, the Restructuring would not

result in any complexity of capital structure contrary to Section 10(b)(3). 

See, e.g., CIPSCO, Inc., Holding Co. Act Release No. 25152, 47 SEC Docket 174,

178 (1990); Wisconsin Energy Corp., 37 SEC Docket at 300.  



          2. Section 10(c)

          The relevant provisions of Section 10(c) of the 1935 Act state that

the Commission shall not approve:

          (1)  an acquisition of securities or utility assets, or of any other
     interest, which is . . . detrimental to the carrying out of the provisions
     of Section 11; or

          (2)  the acquisition of securities or utility assets of a public-
     utility or holding company unless the Commission finds that such
     acquisition will serve the public interest by tending towards the
     economical and the efficient development of an integrated public utility
     system.

AGL and Holding Company respectfully submit that an adverse decision should not

be made under either of these paragraphs.





          a.   Significant Benefits

          Section 10(c)(1) prohibits an acquisition of securities which is

"detrimental to the carrying out of the provisions of Section 11."  For the

purposes of the Commission's review of a proposed holding company formation,

the relevant provision of Section 11 is Section 11(b)(2), which requires the

Commission to find that "the corporate structure . . . of any company in the

holding company system does not unduly or unnecessarily complicate the

structure . . . of such holding company system."  "The Commission has construed

this requirement, in the context of the formation of a new holding company

over an existing public utility, to mean that the structural change must

result in significant benefits to the holding company system."  CIPSCO Inc.,

47 SEC Docket at 178.

          As discussed above in paragraph C.2. of Item 1, the holding company

structure resulting from the proposed reorganization would yield significant

benefits.  In short, it would among other things: (i) facilitate the

enterprise's participation in unregulated businesses; (ii) better insulate

AGL's and Chattanooga's utility ratepayers from the risks and costs

associated with business activities of unregulated subsidiaries; (iii)

enhance managerial accountability for separate business activities;

and (iv) permit the use of financing techniques that are more directly

suited to the particular requirements, characteristics and risks of

unregulated and non-utility operations without affecting the capital

structure or creditworthiness of AGL or Chattanooga.  In cases

involving similar corporate reorganizations, the Commission has held

that the existence of these kinds of potential benefits satisfies

the statutory standard of Section 10(c)(1).  See, e.g., CIPSCO, Inc.,

47 SEC Docket at 178-79. 


          b.   Economies and Efficiencies of an Integrated System

          Section 10(c)(2) of the 1935 Act requires that a transaction serve

the public interest by tending towards the economical and efficient development

of an integrated public utility system.  As explained below, the Restructuring

would result in the economical and efficient development of AGL's and

Chattanooga's existing integrated system.

                    (1)  Economies and Efficiencies

          In addition to the benefits referred to above in paragraph A.2.a. of

this Item, a number of economies and efficiencies would result from the holding

company structure.  As the Commission has found in analogous cases, a holding

company structure permits adjustments of a utility's capital ratios to

appropriate levels through dividends to, or equity investments from, the

holding company.  See, e.g., WPL Holdings, Inc., Holding Co. Act Release No.

25377, 49 SEC Docket 1255, 1257 (1991).  This ability to adjust the components

of AGL's capital structure would also increase general financial flexibility,

allowing AGL to take advantage of more attractive financing opportunities that

might not otherwise be available.  See CIPSCO Inc., 47 SEC Docket at 179.  

          The flexibility associated with a balanced capital structure permits

the issuance of various types of securities under any conditions and thus

increases the potential for cost reduction.  As the Commission has noted in

similar circumstances, "(l)ower-cost financing can enhance efficient utility

operations and benefit ratepayers and senior security holders."  KU Energy

Corp., Holding Co. Act Release No. 25409, 50 SEC Docket 294, 296 (1991).

          The Restructuring should also help to broaden the holding company

system's financial base and its investment appeal by reducing the system's

dependence on its utility operations.  This diversity should also increase

financing alternatives and efficiencies, since financing may be tailored to the

specific needs and circumstances of the individual utility and non-utility

businesses.

          The holding company structure would also tend to insulate AGL's and

Chattanooga's customers and AGL's security holders from the risks of

unregulated businesses by allowing the enterprise to pursue such businesses

through newly created subsidiaries of Holding Company.  This reduced risk

exposure should enable AGL to raise new preferred and debt capital at a lower

cost than might be possible if unregulated businesses were direct subsidiaries

of AGL.  As the Commission has stated in similar circumstances, "(t)he

insulation of the utility businesses . . . from any risks of diversification

and the resulting lower costs should tend toward more efficient and economical

operation of the utility businesses . . . ."  CIPSCO, Inc., 47 SEC Docket at

180.

          The Commission has noted in analogous cases that these kinds of

financial and organizational advantages satisfy Section 10(c)(2).  See WPL

Holdings, Inc., 49 SEC Docket at 1257-58.  Moreover, a Commission finding

of "efficiencies and economies" may be based "on the potential for

economies presented by the acquisition even where these are not precisely

quantifiable."  American Elec. Power Co., 46 SEC 1299, 1322 (1978).  In this

case, the Restructuring promises to provide significant financial and

organizational advantages, and the resulting substantial potential economies

and efficiencies should be found to meet the standard of Section 10(c)(2).



                    (2)   Integrated Public Utility System

          The Commission has held that the economical and efficient development

of an existing integrated system satisfies the requirements of Section 10(c)(2)

of the 1935 Act. See WPL Holdings, Inc., 49 SEC Docket at 1257.  The gas

utility system of AGL and Chattanooga is presently "integrated" within the

meaning of Section 2(a)(29) of the 1935 Act and would remain so after the

Restructuring.  Consequently, no adverse finding under Section 10(c)(2) should

be made.





          3.   Section 10(f)

          Section 10(f) provides that

          The Commission shall not approve any acquisition  . . . under
          this section unless it appears to the satisfaction of the
          Commission that such State laws as may apply in respect of such
          acquisition have been complied with, except where the Commission
          finds that compliance with such State laws would be detrimental
          to the carrying out of the provisions of section 11 . . . .

          The Restructuring is conditioned on full compliance with the laws of

Georgia.   AGL has filed an application with the GPSC, a copy of which is filed

as Exhibit D-1 hereto, and a copy of the GPSC's determination will be filed as

Exhibit D-2 by amendment hereto.  Finally, the Restructuring will be

consummated in compliance with other applicable Georgia laws.



B.   The Exemptions under Sections 3(a)(1) and 3(a)(2)

          Following the Restructuring, neither Holding Company nor AGL intends

to register as a holding company under the 1935 Act.  As demonstrated below,

Holding Company respectfully submits that it should be granted, by Commission

order, an exemption under Section 3(a)(1) of the 1935 Act and AGL should be

granted, by Commission order, and thereby retain, an exemption under Section

3(a)(2) of the 1935 Act.



          1.   Section 3(a)(1): Holding Company's Exemption

          Section 3(a)(1) of the 1935 Act makes available an exemption from all

of the provisions of the 1935 Act (except for Section 9(a)(2) thereof) to a

"holding company" if:

          such holding company, and every subsidiary company thereof
          which is a public-utility company from which such holding
          company derives, directly or indirectly, any material part
          of its income, are predominately intrastate in character
          and carry on their business substantially in a single State
          in which such holding company and every such subsidiary
          company thereof are organized.

Holding Company believes that, following the Restructuring, Holding Company

would satisfy such requirements.  Both Holding Company and AGL would be

organized and carry on their business in the state of Georgia, and the

operations of the out-of-state utility subsidiary, Chattanooga, should not be

considered to represent a "material part" of Holding Company's income.

          Chattanooga would represent only a small part of Holding Company's

operations.  As indicated on Exhibit G-4 hereto, Chattanooga accounted for the

following percentages of AGL's consolidated utility assets, revenues and

pre-tax operating income over the last three fiscal years:

                          FY 1993        FY 1994     FY 1995 

Total Assets                6.2%           6.4%         6.9%
  (excluding non-utility
  property)



Operating Revenues          6.0%           6.2%         6.2% 



Pre-tax Operating           6.0%           5.9%        11.2% 
  Income



          The Commission's prior orders provide guidance as to what is

considered "material" for purposes of Section 3(a)(1).  The Commission held

that the revenue of a subsidiary that produced 3.3% of the revenue of the

consolidated holding company system was not material in Commonwealth Edison

Co., Holding Co. Act Release No. 8331, 28 SEC 172, 173 (1948), while the

Commission held that the income of a subsidiary that produced 10.31% of the

consolidated holding company system's income was material in Wisconsin Elec.

Power Co., Holding Co. Act Release No. 8741, 28 SEC 906 (1948).  The income and

revenue of Chattanooga will be significantly below the percentage found

material in Wisconsin Elec. Power and should not be found to constitute a

material part of Holding Company's consolidated income or revenue. 

Consequently, Holding Company should be found to meet the objective

requirements of Section 3(a)(1).

          Section 3(a) of the 1935 Act provides that, if an applicant satisfies

the objective requirements for an exemption, the applicant shall be granted the

exemption, "unless and except insofar as [the Commission] finds the exemption

detrimental to the public interest or the interest of investors or consumers." 

In assessing whether a proposed exemption is "detrimental", the Commission has

focused upon the presence of state regulation, establishing that federal

intervention is unnecessary when state control is adequate. See, e.g., KU

Energy Corp., 50 SEC Docket at 299-300; CIPSCO Inc., 47 SEC Docket at

180-81.

          The Commission should here find that sufficient safeguards exist

under state law to ensure that no potential adverse consequences would occur as

a result of the Restructuring.  As discussed above, the Restructuring has been

submitted for approval to the GPSC, which will review the Restructuring

pursuant to its jurisdiction under Georgia law; and the Commission has relied

upon the public policy decisions of state public utility commissions when

granting approval of restructuring transactions.  See, e.g., KU Energy Corp.,

50 SEC Docket at 299-300; CIPSCO Inc., 47 SEC Docket at 180-81.  In addition,

as discussed above, both AGL and Chattanooga would continue to be regulated

under the state utility laws of Georgia and Tennessee, respectively, and the

GPSC and TPSC have the authority to insure that the unregulated affiliates of

AGL and Chattanooga would not become detrimental to the operations of such

utilities.  For example, pursuant to such laws, the GPSC and TPSC may disallow,

for ratemaking purposes, any excessive costs shifted to the utility from non-

regulated companies or the value of any property improperly acquired by the

utility.

  

          2.   Section 3(a)(2): AGL's Exemption

          Section 3(a)(2) of the 1935 Act provides an exemption from all of the

provisions of the 1935 Act (except for Section 9(a)(2) thereof) to a "holding

company" if:

          such holding company is predominately a public-utility
          company whose operations as such do not extend beyond the
          State in which it is organized and States contiguous
          thereto.

The Commission has generally held that a holding company is "predominately a

public-utility company" as long as the gross revenues of its utility

subsidiaries are not more than approximately 25% of the gross revenues of the

holding company. See Wisconsin Energy Corp., 37 SEC Docket at 296.  

          AGL meets the requirements for this exemption.  Chattanooga's gross

revenues are below 25% of AGL's gross revenues, as shown in the chart in the

preceding section (paragraph B.1. of this Item); and AGL's utility operations

are exclusively conducted in the state in which it is organized,

Georgia.  In addition, as discussed above, based upon state utility

regulation of AGL and Chattanooga, Holding Company respectfully submits that

the Commission should not find that the granting of this exemption would be

detrimental to the public interest.



Item 4.  Regulatory Approval.

          The Restructuring will require the approval of the GPSC.  A copy of

the Application to the GPSC is filed as Exhibit D-1 hereto, and a copy of the

GPSC's determination pursuant thereto will be filed as Exhibit D-2 by amendment

hereto.  No other state or Federal commission has jurisdiction over the

Restructuring.

 

Item 5.  Procedure.

          Both Holding Company and AGL respectfully request the Commission to

issue and publish promptly the requisite notice under Rule 23 with respect to

the filing of this application, to provide for the filing of comments in a time

frame that permits the Commission to enter an order granting and permitting

this application to become effective on or before January 29, 1996, before

AGL's 1996 Annual Meeting of Shareholders.  A form of notice suitable for

publication in the Federal Register is attached hereto as Exhibit H-1.

          Holding Company and AGL do not believe that there should be a

recommended decision by a hearing officer or any other responsible officer of

the Commission or that there should be a 30-day waiting period between the

issuance of the Commission's order and the date on which it is to become

effective.  Holding Company and AGL request that the Commission's order become

effective immediately upon the entry thereof.  Holding Company and AGL both

consent to the Division of Investment Management assisting in the preparation

of the Commission's decision or order in this matter, unless such Division

opposes this application.



Item 6.  Exhibits and Financial Statements.

          Financial statements of Holding Company are not included because it

has no assets and has not engaged in any business operations.  Pro forma

financial statements of AGL and Chattanooga are not included because the

Restructuring will have no effect on the financial statements of such

companies.




NO.         DESCRIPTION                                             METHOD OF FILING
                                                              
A-1         Articles of Incorporation of Holding Company            Filed herewith


A-2         Form of Bylaws of Holding Company                       Filed herewith
                             
A-3         Charter of AGL (as amended through February 20,         Incorporated herein by reference to Exhibit
            1990)                                                   3(a), Registration Statement No. 33-52752

A-4         Articles of Amendment to the Articles of                Incorporated herein by reference to Exhibit
            Incorporation (Charter) of AGL (filed on October        3(b) to AGL's Form 10-K Report for the fiscal
            9, 1992, with the Secretary of State of the State       year ended September 30, 1992
            of Georgia)

A-5         Articles of Correction to the Charter of AGL            Incorporated herein by reference to Exhibit
            (filed on October 16, 1992, with the Secretary of       3(c) to AGL's Form 10-K Report for the fiscal
            State of the State of Georgia)                          year ended September 30, 1992

A-6         Articles of Amendment to the Articles of                Incorporated herein by reference to Exhibit 3
            Incorporation (Charter) of AGL (filed on February       to AGL's Form 10-Q Report for the quarter
            22, 1993, with the Secretary of State of the State      ended March 31, 1993
            of Georgia)

A-7         By-Laws of AGL (as amended through February 2,          Incorporated herein by reference to Exhibit
            1990)                                                   4.2 to AGL's Form 10-Q Report for the quarter
                                                                    ended March 31, 1990

B-1         Form of Plan of Merger                                  Filed herewith

C-1         Form S-4 Registration Statement of AGL Resources        Incorporated herein by reference to the Form
            Inc.                                                    S-4 Registration Statement of AGL Resources
                                                                    Inc. filed concurrently herewith 

C-2         Prospectus and Proxy Statement                          Included in the Form S-4 Registration
                                                                    Statement incorporated by reference as
                                                                    Exhibit C-1


D-1         Application to the GPSC, dated November 27, 1995        Filed herewith

D-2         Determination of the GPSC                               To be filed by amendment

E-1         Map showing combined service area of AGL and            Filed herewith
            Chattanooga

F-1         Preliminary opinion of counsel                          To be filed by amendment

F-2         "Past-tense" opinion of counsel                         To be filed by amendment
             

G-1         Consolidated Balance Sheet of AGL as of September       Incorporated by reference to AGL's Annual
            30, 1994 and Consolidated Statements of Common          Report for the fiscal year ended September
            Stock Equity, Income and Cash Flows for the three       30, 1994
            fiscal years ended September 30, 1994 

G-2         Consolidated Balance Sheet of AGL (unaudited) as        Filed herewith
            of September 30, 1995 and Consolidated Statements
            of Income and Cash Flows of AGL (unaudited) for
            the fiscal year ended September 30, 1995.

G-3         Statement of Operating Revenues, Pre-tax Operating      Filed herewith
            Income and Total Assets (excluding non-utility
            property) of AGL (consolidated) and Chattanooga
            (unaudited) for the three fiscal years ended
            September 30, 1995

G-4         Form U-3A-2, "Statement of Holding Company              Incorporated herein by reference to
            Claiming Exemption under Rule U-3A-2 from the           the Form U-3A-2 dated February 28,
            Provisions of the Public Utility Holding Company        1995 filed by AGL (File No. 69-348)
            Act of 1935," dated February 28, 1995, filed by
            AGL (File No. 69-348)

G-5         Consolidated Balance Sheet of Chattanooga               To be filed by amendment
            (unaudited) as of September 30, 1995 and
            Consolidated Statements of Common Stock Equity,
            Income and Cash Flows of Chattanooga (unaudited) 
            for the three fiscal years ended September 30,
            1995; Consolidated Statement of Common Stock 
            Equity of AGL (unaudited) for the fiscal year 
            ended September 30, 1995
                             
H-1         Form of Notice                                          Filed herewith

I-1         Fees, Commissions and Expenses   To be filed by amendment




Item 7.  Information as to Environmental Effects.

                 Holding Company and AGL do not believe that the Restructuring

would involve a "major federal action" nor would it "significantly affect the

quality of the human environment" as those terms are used in Section 102(2)(c)

of the National Environmental Policy Act.  The only federal actions related to

the Restructuring pertain to the Commission's declaration of the effectiveness

of the Registration Statement and the Commission's approval of this application

and granting of the exemptions requested herein.  The Restructuring would not

result in changes in the operations of AGL or Chattanooga that would have any

impact on the environment.  No Federal agency has prepared or is preparing

an environmental impact statement with respect to the Restructuring.

                                   SIGNATURES


                 Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this statement
to be signed on its behalf by the undersigned thereunto duly authorized.

                                   AGL Resources Inc.


Date:  November 27, 1995           By:       /s/ David R. Jones          
      
                                             David R. Jones, President and
                                             Chief Executive Officer
                                             (Signature and printed name
                                             and title of signing officer)


                                   Atlanta Gas Light Company


Date:  November 27, 1995           By:       /s/ David R. Jones
      
                                             David R. Jones, President and
                                             Chief Executive Officer
                                             (Signature and printed name
                                             and title of signing officer)

____________________
[FN]
 Section 3(a)(2) makes available an exemption to any holding company
     predominantly a public utility company whose operations as such do not
     extend beyond its state of organization and states contiguous thereto;
     while Rule 2 permits a holding company to claim this exemption by the
     annual filing of Form U-3A-2 under the 1935 Act annually prior to March 1
     of each year.  A copy of AGL's Form U-3A-2 for 1995 is filed as Exhibit G-
     4 hereto.

 The principal differences between the rights of the holders of common
     shares of Holding Company and the rights of the holders of AGL Stock would
     be that: (i) the board of directors of Holding Company will be classified
     into three classes of directors; (ii) the consent of holders of 100% of
     common shares of Holding Company (compared to 50% of AGL's common shares)
     will be necessary in order for the such shareholders to call a special
     meeting of the shareholders of Holding Company; (iii) any vacancies on
     Holding Company's board of directors may only be filled pursuant to a
     resolution of Holding Company's board of directors; (iv) Holding Company's
     board of directors pursuant to Holding Company's articles of incorporation
     will be permitted to consider various constituencies in addition to
     Holding Company's common shareholders in determining what is believed to
     be in the best interests of Holding Company; (v) Holding Company will be
     authorized to issue significantly more shares of common stock than AGL;
     and (vi) Holding Company's common shareholders will not have any
     preemptive rights with respect to future issuances of Holding Company
     common stock.  In addition, the board of directors of Holding Company is
     considering the adoption of a shareholders rights plan following the
     effective time of the Merger.  With the exception of these differences,
     the rights of the holders of common shares of Holding Company would not be
     materially different from the rights of the holders of AGL Stock.

 The Commission's Staff has, however, supported creation of an exemption
     from this approval requirement for internal corporate restructurings.  In
     a recent report concerning the 1935 Act, the Commission's Division of
     Investment Management recommended that the Commission "consider ways to
     exempt from sections 9(a) and 10 transactions that involve only
     reorganization of existing utility assets".  Division of Investment
     Management, The Regulation of Public Utility Holding Companies at p. 76
     (June 1995).

 AGL currently holds an exemption pursuant to Section 3(a)(2) of the 1935
     Act and Rule 2 thereunder.  


 AGL's fiscal year ends on September 30. 

 Chattanooga's pre-tax operating income represented 11.2% of AGL's 
     consolidated pre-tax operating income in FY 1995 because of certain 
     nonrecurring restructuring charges.  Absent these nonrecurring 
     charges, Chattanooga's pre-tax operating income in FY 1995 would 
     have been 6.5% of AGL's consolidated pre-tax operating income.

 Furthermore, the Commission Staff has stated its support for greater
     flexibility in the administration of existing exemptions in consultation
     and cooperation with state regulators. See Division of Investment

     Management, The Regulation of Public Utility Holding Companies, supra, at
     119-20.

 Moreover, AGL currently holds an exemption under Section 3(a)(2) of the
     1935 Act pursuant to a filing under Rule 2 thereunder.  The Restructuring
     would not alter AGL's qualifications for such exemption.


                                  EXHIBIT INDEX


NO.  DESCRIPTION                         DESIGNATIONS (IF ANY)

A-1    Articles of Incorporation of
       Holding Company

A-2    Form of Bylaws of Holding
       Company
       
B-1    Form of Plan of Merger

D-1    Application to the GPSC, dated
       November 27, 1995

E-1    Map showing combined service              P
       area of AGL and Chattanooga

G-2    Consolidated Balance Sheet of
       AGL (unaudited) as of September
       30, 1995 and Consolidated
       Statements of Income and Cash
       Flows of AGL (unaudited) for the
       fiscal year ended September 30,
       1995.

G-3    Statement of Operating Revenues,
       Pre-tax Operating Income and
       Total Assets (excluding non-
       utility property) of AGL
       (consolidated) and Chattanooga
       (unaudited) for the three fiscal
       years ended September 30, 1995

H-1    Form of Notice                      

EX-1

                                                           EXHIBIT A-1

                            ARTICLES OF INCORPORATION

                                       OF

                               AGL RESOURCES INC.


                                       I.

                                 CORPORATE NAME

     The name of the Corporation is: AGL Resources Inc. (hereinafter, the
"Corporation"). 


                                       II.

                                AUTHORIZED SHARES

     Section 2.01.  Common Stock:  The Corporation shall have authority to
issue not more than Seven Hundred Fifty Million (750,000,000) shares of Common
Stock, par value $5.00 per share (the "Common Stock"), which shall have
unlimited voting rights and be entitled to receive the net assets of the
Corporation upon dissolution. 

     Section 2.02.  Preferred Stock: The Corporation shall have authority to
issue Ten Million (10,000,000) shares of Preferred Stock, with or without par
value, which may be of one or more series, with such voting power, preferences,
designations, rights, qualifications, limitations, or restrictions, and subject
to application dependent upon determination of facts ascertainable outside the
Articles of Incorporation, as the Board of Directors may from time to time
determine in the resolution and statement filed with the Secretary of State of
Georgia as an amendment to these Articles of Incorporation.


                                      III.

                       INITIAL REGISTERED OFFICE AND AGENT

     The street address and county of the initial registered office of the
Corporation, which is also the mailing address of the initial principal office
of the Corporation, is 303 Peachtree Street,  Suite 400, Atlanta, Fulton
County, Georgia 30308.   The initial registered agent at such office shall be
James S. Thomas.

                                       IV.

                                  INCORPORATOR

     The name and address of the incorporator is as follows:

                                 Catherine Smith
                          c/o Long, Aldridge & Norman 
                              303 Peachtree Street
                                   Suite 5300
                             Atlanta, Georgia 30308


                                       V.

                                    DIRECTORS


     Section 5.01.  Size of Board:  The business of the Corporation shall be
managed by or under the authority of a Board of Directors of not less than five
(5) nor more than fifteen (15) Directors, as may from time to time be fixed
solely by the Board of Directors.

     Section 5.02.  Classification of Directors:  The Board of Directors shall
be divided into three classes as nearly equal in number as possible, with the
term of office of one class expiring each year.  Except as provided in Section
5.04 below, at the first annual meeting of shareholders, the Directors shall be
divided into three classes, as nearly equal in size as may be, with the
Directors of one class to be elected to hold office for a term expiring at the
third annual meeting following the election and until their successors shall
have been duly elected and qualified;  with the Directors of the second class
to be elected to serve for  a term expiring at the second annual meeting
following the election and until their successors shall have been duly elected
and qualified;  and the Directors of the third class to be elected to serve for 
a term expiring at the first annual meeting following the election and until
their successors shall have been duly elected and qualified.  Thereafter,
Directors shall be elected for terms of three years, and until their successors
have been duly elected and qualified. During the intervals between annual
meetings of shareholders, any vacancy occurring in the Board of Directors
caused by resignation, removal, death or other incapacity, and any newly
created Directorships resulting from an increase in the number of Directors,
shall be filled by a majority vote of the Directors then in office, whether or
not a quorum.  Directors may be elected by Shareholders only at an annual
meeting of Shareholders.  Each Director chosen to fill a vacancy shall hold
office for the unexpired term in respect of which such vacancy occurred.  Each
Director chosen to fill a newly created Directorship shall hold office until
the next election of the class for which such Director shall have been chosen. 
When the number of Directors is changed, any newly created Directorships or any
decrease in Directorships shall be so apportioned among the classes as to make
all classes as nearly equal in number as possible.

     Section 5.03.  Vacancies:  If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of Directors or
removal of a Director by Shareholders, the vacancy may be filled exclusively by
the Board of Directors, or, if the Directors remaining in office constitute
fewer than a quorum of the Board, by the affirmative vote of a majority of all
Directors remaining in office.

     Section 5.04.  Initial Board:  The initial Board of Directors of the
Corporation shall consist of four members, and the name, address and initial
term of office of each  member is set forth below:

          The following Director shall hold office until the first Annual
Meeting of the Shareholders:

     Thomas H. Benson, 303 Peachtree Street, N.E., Suite 400,  Atlanta, 
     Georgia 30308.

          The following Director shall hold office until the second Annual
Meeting of Shareholders:

     Robert L. Goocher, 303 Peachtree Street, N.E., Suite 400, Atlanta, 
     Georgia 30308.

          The following Directors shall hold office until the third Annual
Meeting of Shareholders:

     David R. Jones, 303 Peachtree Street, N.E., Suite 400, Atlanta, 
     Georgia 30308;

     Charles W. Bass, 303 Peachtree Street, N.E., Suite 400, Atlanta, 
     Georgia 30308.

 
                                       VI.

               CONSIDERATIONS AVAILABLE TO THE BOARD OF DIRECTORS

     In discharging the duties of their respective positions and in determining
what is believed to be in the best interests of the Corporation, the Board of
Directors, committees of the Board of Directors, and individual Directors, in
addition to considering the effects of any action on the Corporation or its
shareholders, may consider the interests of the employees, customers, suppliers
and creditors of the Corporation and its subsidiaries, the communities in which
offices or other establishments of the Corporation and its subsidiaries are
located, and all other factors the Directors consider pertinent.


                                      VII.

                        LIMITATIONS ON DIRECTOR LIABILITY

     No Director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a Director, except for liability (1) for any appropriation, in
violation of his duties, of any business opportunity of the Corporation; (2)
for acts or omissions which involve intentional misconduct or a knowing
violation of the law; (3) for the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code (the "Code"); or (4) for any
transaction from which the Director received an improper personal benefit.  If
the  Code is amended after the effective date of this Article to authorize
corporate action further limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be limited to the fullest
extent permitted by the  Code, as so amended.  Any repeal or modification of
the foregoing paragraph by the shareholders of the Corporation shall not

adversely affect any right or protection of a Director of the Corporation
existing at the time of such repeal or modification.


                                      VIII.

                               REPURCHASED SHARES

     Shares of stock of the Corporation acquired by the Corporation shall
constitute treasury shares, unless the Board of Directors by resolution
otherwise provides.


                                       IX.

                          INDEMNIFICATION OF DIRECTORS

     Section 9.01.  Right to Indemnification:  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
derivative, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact he or she, or a person of whom he or she
is a legal representative, is or was a Director, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the  Code , as
the same exists or may hereafter be amended (but in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than the Code permitted the Corporation
to provide prior to such amendment), against all expenses, liability and loss
(including attorneys' fees, judgements, fines, ERISA excise taxes or penalties,
and amounts paid or to be paid in settlement) actually and reasonably incurred
or suffered by such Director in connection with any such proceeding.  Such
indemnification shall continue as to a Director who has ceased to be a Director
and shall inure to the benefit of the Director's heirs, executors and
administrators.  Except with respect to proceedings to enforce rights to
indemnification by a Director, the Corporation shall indemnify any such
Director in connection with a proceeding (or part thereof) initiated by such
Director only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation.  The right to indemnification conferred in
this Article shall be a contract right.  

     Section 9.02.  Advance for Expenses:  The Corporation shall pay for or
reimburse the actual and reasonable expenses incurred by a Director who is a
party to a proceeding in advance of final disposition of the proceeding if the
Director furnishes the Corporation:  (1) a written affirmation of his or her
good faith belief that  his or her conduct does not constitute behavior of the
kind set forth in  Code Section 14-2-856(b); and (2) a written undertaking,
executed personally or on his or her behalf, to repay any advances if it is
ultimately determined that he or she is not entitled to indemnification for
such expenses under this Article or otherwise.  The undertaking must be an
unlimited general obligation of the Director but need not be secured and may be
accepted without reference to Director's financial ability to make repayment.

     Section 9.03.  Enforcement:  The rights to indemnification provided by
this Article shall apply to all proceedings described in Section 9.01 of this
Article, regardless of whether any provision of this Article has been amended
or repealed subsequent to such acts or omissions.   If a claim for
indemnification under this Article is not paid in full by the Corporation

within 60 days after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be 20 days, the Director may apply for indemnification
or advancement of expenses to a court of competent jurisdiction pursuant to
Code Section 14-2-854.  If successful in whole or in part in any such suit, or
in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Director also shall be entitled to
be paid the expenses of prosecuting or defending such suit.  For purposes of
this Article, references to the "Corporation" shall include, in addition to
this Corporation, any merging or consolidating Corporation (including any
merging or consolidation Corporation of a merging or consolidating Corporation)
absorbed in a merger or consolidation with this Corporation, so that any person
who is or was a Director of such merging or consolidating Corporation or who is
or was serving at the request of such merging or consolidating Corporation as a
Director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this
Article with respect to this Corporation as he would if he had served this
Corporation in the same capacity.


                                       X.

                        SPECIAL MEETINGS OF SHAREHOLDERS

     At any time in the interval between annual meetings of shareholders,
special meetings of the shareholders may be called by the Chairman of the Board
of Directors, the President, the Board of Directors or the Executive Committee
by vote at a meeting, by a majority of the Directors in writing without a
meeting, or by the holders of not less than 100% of the shares of Common Stock
then outstanding and entitled to vote. 


                                       XI.

                         SHAREHOLDERS' RIGHT TO DISSENT

     Section 11.01.  Dissenters' Rights:  A record shareholder of the
Corporation is entitled to dissent from, and to obtain payment of the fair
value of his shares in the event of the occurrence of any of the events
described in Section 13.01(3) of these Articles of Incorporation with an
"Interested Shareholder" as defined in Section 11.02 of these articles unless
the transaction is approved by the Board of Directors in the manner described
in Section 13.05 of these Articles of Incorporation. 

     Section 11.02.  "Interested Shareholder".  For purposes of this Article,
an "Interested Shareholder" shall mean any person, other than the corporation
or its subsidiaries, that:

          (1)  Is the beneficial owner of 10 percent or more of the voting
     power of the outstanding voting shares of the corporation; or 

          (2)  Is a person that directly, or indirectly through one or more
     intermediaries, controls or is controlled by or is under common control
     with the corporation and, at any time within the two-year period
     immediately prior to the date in question, was the beneficial owner of 10
     percent or more of the voting power of the then outstanding voting shares
     of the corporation (an "Affiliate").

     For the purpose of determining whether a person is an interested
shareholder, the number of voting shares deemed to be outstanding shall not
include any unissued voting shares which may be issuable pursuant to any
agreement, arrangement, or understanding, 

     Section 11.03.  "Record Shareholder."  For purposes of this Article a
"record shareholder" shall mean any person in whose name shares are registered
in the records of the Corporation or the beneficial owner of shares to the
extent of the rights granted by a nominee certificate on file with the
Corporation.


                                      XII.

                               AMENDMENT OF BYLAWS

     Section 12.01.  Amendment of Bylaws:  No action shall be taken by the
shareholders with respect to altering, amending or repealing the Bylaws of the
Corporation, unless such action has been recommended by the Board of Directors,
except by the affirmative vote of the holders of at least two-thirds (66-2/3%)
of all of the outstanding shares entitled to vote.  Such affirmative vote shall
be in addition to any shareholder vote that would be required without reference
to this Article. 

     Section 12.02.  Amendment of Article XII:  The affirmative vote of
shareholders required to alter, amend or repeal this Article, or to alter,
amend or repeal any other provision of the Articles of Incorporation of the
Corporation in any respect which would or might have the effect, directly or
indirectly, of modifying, permitting any action inconsistent with, or
permitting circumvention of, this Article shall be at least two-thirds (66-
2/3%) of all of the outstanding shares entitled to vote, excluding from the
number of shares deemed to be outstanding shares for purposes of such vote to
amend, alter or repeal this Article, all shares beneficially owned by an
"Interested Shareholder" as that term is defined in Section 11.02 of these
Articles of Incorporation; provided, however, that if such proposed alteration,
amendment or repeal is approved by a majority of the "Continuing Directors" as
that term is defined in Section 13.01(5) of these Articles of Incorporation,
provided at the time of such approval the Continuing Directors constitute at
least a majority of the Board of Directors, then such proposed alternation,
amendment or repeal shall require for approval only such affirmative vote as is
required by law and by any other provision of these Articles of Incorporation
or the Bylaws.  The two-thirds (66-2/3%) affirmative vote provided for herein
shall be in addition to any shareholder vote that would be required without
reference to this Article.


                                      XIII.

                   BUSINESS COMBINATIONS WITH RELATED PERSONS

     Section 13.01.  Definitions.

     The following definitions shall apply for purposes of this Article XIII:

     (1)  Affiliate.  An "Affiliate" of, or Person "affiliated with," a
specified Person, is a Person that directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a

specified Person.  The term "control" (including the terms "controlling,"
"controlled by" and "under common control with") means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities,
by contract, or otherwise and the beneficial ownership of shares representing
ten percent (10%) or more of the votes entitled to be cast by the Corporation's
voting shares shall create an irrebuttable presumption of control.

     (2)  Associate.  The term "Associate," when used to indicate a
relationship with any Person, means (a) any Person (other than this Company or
a subsidiary of this Company) of which such Person is an officer, director or
partner or is the Beneficial Owner of ten percent (10%) or more of any class of
equity securities, (b) any trust or other estate in which such Person has a
beneficial interest of ten percent (10%) or more or as to which such Person
serves as a trustee or in a similar fiduciary capacity, and (c) any relative or
spouse of such Person, or any relative of such spouse who has the same home as
such Person.

     (3)  Beneficial Owner.  A Person shall be considered to be the "Beneficial
Owner" of any equity securities of this Company;

          (a)  which such Person or any of such Person's Affiliates or
     Associates owns, directly or indirectly;

          (b)  which such Person or any of such Person's Affiliates or
     Associates, directly or indirectly, has (i) the right to acquire, whether
     such right is exercisable immediately or only after the passage of time,
     agreement, arrangement, or understanding or upon the exercise of
     conversion rights, exchange rights, warrants or options or otherwise; or
     (ii) the right to vote pursuant to any agreement, arrangement, or
     understanding;

          (c)  which are owned, directly or indirectly, by any other Person 
     with which such Person or any of its Affiliates or Associates has any
     agreement, arrangement, or understanding for the purpose of acquiring,
     holding, voting, or disposing of equity securities of this Company.

     (4)  Business Combination.  The term "Business Combination" shall mean:

          (a)  a merger or consolidation of this Company or any Subsidiary with
     or into any other Person, or of such other Person with or into this
     Company or any Subsidiary, or

          (b)  any sale, exchange, lease, mortgage, pledge, transfer or other
     disposition, in one transaction or a series of transactions, of the assets
     of this Company or any Subsidiary having an aggregate book value as of the
     end of the Company's most recently ended fiscal quarter of ten percent
     (10%) or more of the net assets of the Company to any other Person, or

          (c)  any sale, exchange, lease, mortgage, pledge, transfer or other
     disposition for value by any other Person of any assets to this Company or
     any Subsidiary in exchange for Outstanding Shares, or outstanding shares
     of any Subsidiary, where the result of such transaction is that such other
     Person is the Beneficial Owner of a majority of the Outstanding Shares, or

          (d)  the liquidation or dissolution of the Company or any Subsidiary
     proposed by or on behalf of a Related Person, or

          (e)  any share exchange in which the shares of Common Stock of the
     Company or of any Subsidiary having an aggregate book value as of the end
     of the Company's most recently ended fiscal quarter of ten percent (10%)
     or more of the net assets of the Company are exchanged for shares, other
     securities, cash or other property, or

          (f)  any amendment of these Articles of Incorporation which would
     effect a reclassification of any securities of this Company, (including a
     reverse stock split or the equivalent thereof) or any merger of the
     Company with any of its Subsidiaries, which has the effect, directly or 
     indirectly, of increasing the proportionate share of any class of the
     Outstanding Shares of the Company or any Subsidiary beneficially owned by
     a Related Person.

     (5)  Continuing Director.  The term "Continuing Director" shall mean any
member of the Board of Directors who is not a Related Person or an Affiliate 
or Associate of a Related Person or of any such Affiliate or Associate, or a
representative of a Related Person or of any such Affiliate or Associate, and
was a Director of the Company prior to the time a Related Person became such,
and any successor to such Continuing Director who is not an Affiliate  or
Associate of a Related Person and was recommended by a majority of the
Continuing Directors then on the Board of Directors, provided that at the time
of such recommendation, Continuing Directors comprise a majority of the Board. 
If there is no Related Person, all members of the Board of Directors shall be
deemed to be "Continuing Directors."

     (6)  Date of Determination.  The term "Date of Determination" shall mean
(a) the date on which a binding agreement (except for the fulfillment of
conditions precedent, including, without limitation, votes of shareholders to
approve such transaction) is entered into by this Company, as authorized by the
Board of Directors, and another Person providing for any Business Combination,
or (b) if such an agreement as referred to in item (a) above is amended so as
to make it less favorable to this Company or its shareholders, the date on
which such amendment is entered into by the Company, as authorized by the Board
of Directors, or (c) in cases where neither items (a) nor (b) shall be
applicable, the record date for the determination of shareholders of this
Company entitled to notice of and to vote upon the transaction in question. 
The Board of Directors shall have the power and duty to determine pursuant to
the foregoing the Date of Determination as to any transaction for purposes of
this Article XIII.  Any such determination made by the Board of Directors in
good faith shall be conclusive and binding for all purposes of Article XIII.

     (7)  Fair Market Value.  The term "Fair Market Value" shall mean, as of
any date:  (a) in the case of stock, either (i) the median of the averages of
the daily high and low sale prices during the 30-day period immediately
preceding such date of a share of such stock on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange, or, if such stock is not listed on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which such stock is listed; or (ii) if
such stock is not listed on any such exchange, the median of the averages of
the daily closing bid and closing asked quotations on the National Association
of Securities Dealers Automated Quotations System ("NASDAQ") (or any successor
system then in use), or the median of the averages of the daily high and low
sales prices on the NASDAQ National Market System, if applicable, for such
stock during the 30-day period preceding such date, or if no such quotations

are then available, the fair market value as determined in good faith by a
majority of the Continuing Directors; and (b) in the case of property other
than cash or stock, the fair market value of such property on such date as
determined in good faith by a majority of the Continuing Directors.

     (8)  Outstanding Shares.  The term "Outstanding Shares" shall mean any
issued shares of capital stock of the Company with the right generally to vote
for the election of Directors, but shall not include any shares (prior to
issue) which may be issuable pursuant to any agreement or upon exercise of
conversion rights, warrants, options or otherwise.

     (9)  Person.  The term "Person" shall mean any individual, partnership,
corporation, group or other entity (other than the Company, any Subsidiary of
the Company or a trustee holding stock for the benefit of employees of the
Company or its Subsidiaries, or any one of them, pursuant to one or more
employee benefit plans or arrangements).  When two or more Persons act as a 
partnership, limited partnership, syndicate, association or other group for the
purposes of acquiring, holding, voting or disposing of the Outstanding Shares,
such partnership, syndicate,  association, or group shall be deemed a "Person."

     (10)  Related Person.  The term "Related Person" shall mean any Person
which, together with the Affiliates and Associates of such Person, is the
Beneficial Owner as of the Date of Determination or immediately prior to the
consummation of a Business Combination, or both, of at least that number of
shares of stock of the Company equal to twenty percent (20%) of all of the
Outstanding Shares, but does not include any one  or a group of more than one
Continuing Director.  The term "Related Person" shall include the Affiliates
and Associates of such Related Person.

     (11)  Subsidiary.  The term "Subsidiary" shall mean any corporation of
which a majority of any class of equity security is owned, directly or
indirectly, by the Company.

     Section 13.02.  Determination of Application of Article XIII.

     The Board of Directors shall have the power and the duty to determine for
the purposes of Article XIII on the basis of the information known to the 
Board of Directors, any fact determinable under Article XIII and the
applicability of all definitions to transactions contemplated by Article XIII,
including but not limited to the following:

          (1)  the number of shares of stock of the Company owned by a Person,
     and

          (2)  whether a Person is an Affiliate or Associate of another, and

          (3)  the fair market value, to be determined pursuant to the
     definition of "Fair Market Value" contained in Section 13.01, of
     consideration other than cash received or to be received for Outstanding
     Shares.

     Any such determination shall be conclusive and binding for all purposes of
Article XIII, provided that such determination is approved by a majority of the
Continuing Directors then in office.

     Section 13.03.  Voting Requirements for Business Combinations with Related
Persons.

     Except as set forth in Sections 13.04 and 13.05 of this Article XIII, if
as of the Date of Determination with respect to any Business Combination, any
Person that is a party to such Business Combination is a Related Person, the
affirmative vote or consent of the holders of at least seventy-five percent
(75%) of all Outstanding Shares shall be required to approve such Business
Combination.  Such affirmative vote shall be required notwithstanding the fact
that no vote maybe required, or that a lesser percentage may be specified, by
law or in any agreement with any national securities exchange or otherwise, and
shall be in addition to any shareholder vote which would be required without
reference to this Article XIII.

     Section 13.04.  Nonapplicability of Special Voting Requirements.

     The provisions of Section 13.03 shall not apply if all of the following
conditions shall have been met, provided, however, that nothing contained in
this Article XIII shall be construed to relieve any Related Person from any
fiduciary obligation imposed by law:

          (1)  The consideration to be received by the Company or per share by
     holders of Outstanding Shares shall be in cash or in the same form as the
     consideration given by the Related Person in acquiring Outstanding Shares
     at any time during the period commencing on the date of the first
     acquisition by such Related Person of any Outstanding Shares and ending on
     and including the date upon which the Related Person became a Related
     Person.  If the Related Person paid for Outstanding Shares with varying
     forms of consideration, the form of consideration to be received by the
     Company or per share by holders of Outstanding Shares shall be either cash
     or the form of consideration used to acquire the largest number of
     Outstanding Shares acquired by the Related Person during such two-year
     period.

          (2)  The Fair Market Value of the consideration received in such
     Business Combination by the Company (analyzed on a per share basis) or per
     share by holders of Outstanding Shares is not less than the highest per
     share price (including brokerage commissions, transfer taxes and
     soliciting dealers' fees) paid by such Related Person in acquiring any of
     its holdings of Outstanding Shares.

          (3)  The ratio of:

               (a) the Fair Market Value of the consideration to be received in
          such Business Combination by the Company (analyzed on a per share
          basis) or per share by holders of Outstanding Shares to

               (b) the per share market price of Outstanding Shares immediately
          prior to the announcement of the Business Combination is at least as
          great as the ratio of

               (c) the highest per share price (including brokerage
          commissions, transfer taxes and soliciting dealers' fees) which such
          Related Person has paid for any of the Outstanding Shares acquired by
          it prior to the Date of Determination, to

               (d) the per share market price of Outstanding Shares immediately
          prior to the initial acquisition by such Related Person of any
          Outstanding Shares.

          (4)  If the Related Person is a corporation, the Fair Market Value of
     the consideration to be received in such Business Combination by the
     Company (analyzed on a per share basis) or per share by holders of
     Outstanding Shares shall be not less than the earnings per share of
     Outstanding Shares during the four full consecutive fiscal quarters
     immediately preceding the Date of Determination for solicitation of votes
     on such Business Combination multiplied by the then price/earnings
     multiple (if any) of such Related Person as customarily computed and
     reported in the financial community;

          (5)  The Fair Market Value of consideration to be received in such
     Business Combination by the Company (analyzed on a per share basis) or per
     share by holders of Outstanding Shares shall be not less than the sum of:

               (a) the higher of (i) the highest gross per share price paid or
          agreed to be paid by the Related Person to acquire any of the
          Outstanding Shares of the Company beneficially owned by such Related
          Person or (ii) the highest per share market price for such
          Outstanding Shares since the Related Person became a Related Person,
          plus

               (b)  an amount equal to the highest price/earnings multiple of
          the Company, as customarily computed and reported in the financial
          community, attained by the Company during the five fiscal years
          immediately preceding the Date of Determination multiplied by the
          aggregate amount, if any, by which 10% of such higher per share price
          determined under (a) above exceeds the smallest quarterly common
          stock dividend per share (annualized) paid in cash since the date on
          which such Related Person became a Related Person;

          (6)  The Fair Market Value of the consideration to be received in
     such Business Combination by the Company (analyzed on a per share basis)
     or per share by holders of Outstanding Shares shall not be less than the
     per share book value of Outstanding Shares at the end of the most recent
     fiscal year preceding the Date of Determination, calculated in accordance
     with generally accepted accounting methods;

          (7)  After such Related Person has become a Related Person and prior
     to the consummation of such Business Combination:  (a)  except as approved
     by two-thirds of the Continuing Directors, there shall have been no
     failure to declare and pay at the regular date therefor any dividends
     (whether or not cumulative) on any outstanding Preferred Stock of the
     Company; and (b) there shall have been (i) no reduction in the annual
     dividend from that most recently paid on Outstanding Shares (except as
     necessary to reflect any subdivision of the Outstanding Shares through
     stock dividend, stock split, or otherwise), except as approved by
     two-thirds of the Continuing Directors, and (ii) an increase in such
     annual dividend as necessary to reflect any reclassification (including a
     reverse stock split), recapitalization, reorganization or any similar
     transaction which has the effect of reducing the number of Outstanding
     Shares, unless the failure so to increase such annual dividend is approved
     by two-thirds of the Continuing Directors;

          (8)  After such Related Person has become a Related Person, such
     Related Person shall not have received the benefit, directly or indirectly
     (except proportionately as a shareholder of the Company) of any loans,
     advances, guarantees, pledges or other financial assistance or any tax
     credits or other tax advantages provided by the Company, whether in
     anticipation of or in connection with such Business Combination or
     otherwise.

Section 13.05.  Approval by Continuing Directors.

     Approval by Continuing Directors.  The provisions of Sections 13.03 and
13.04 shall not be applicable to any particular Business Combination or other
event covered thereby, and such Business Combination or other event covered
thereby shall require only such affirmative vote as is required by law and by
any other provision of these Articles of Incorporation, if both of the
following conditions with respect to such Business Combination or other event
shall have been satisfied:  (1)  the Business Combination or other event shall
have been approved by two-thirds of the Continuing Directors; and (2) at the
time of such approval, Continuing Directors comprised at least a majority of
the Board of Directors.

Section 13.06.  Amendment

     The affirmative vote of shareholders required to alter, amend or repeal
this Article XIII, or to alter, amend, or repeal any other provision of the
Articles of Incorporation of the Company in any respect which would or might
have the effect, directly or indirectly, of modifying, permitting any action
inconsistent with, or permitting circumvention of, this Article XIII
(including, but not limited to, any amendment of the Articles of Incorporation
which would effect a reclassification of any securities of this Company which
has the effect, directly or indirectly, of increasing the proportionate share
of Outstanding Shares, or outstanding shares of any Subsidiary, beneficially
owned by a Related Person), shall be at least seventy-five percent (75%) of all
of the Outstanding Shares; provided, however, that if such proposed alteration,
amendment or repeal is approved by two-thirds of the Continuing Directors and
at the time of such approval Continuing Directors comprise at least a majority
of the Board of Directors, then such proposed alteration, amendment or repeal
shall require for approval only such affirmative vote as is required by law and
by any other provision of these Articles of Incorporation. The 75% affirmative
vote provided for above shall be in addition to any shareholder vote which
would be required without reference to this Article XIII.

     IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation as of the ____ day of November, 1995.


                                           ___________________________________  

EX-1

                                                     EXHIBIT A-2

                                    BYLAWS OF
                               AGL RESOURCES INC.


                                    ARTICLE I

                                  SHAREHOLDERS

               SECTION 1.1.    Annual Meetings.  The annual meeting of the
Shareholders of the Corporation shall be held each year for the purposes of
electing Directors and of transacting such other business as properly may be
brought before the meeting.  To be properly brought before the meeting,
business must be brought before the meeting (i) by or at the direction of the
Board of Directors or (ii) by any Shareholder of the Corporation entitled to
vote at the meeting who complies with the procedures set forth in Sections 1.2
through 1.2.2 of this Article; provided, in each case, that such business
proposed to be conducted is, under the law, an appropriate subject for
Shareholder action.

               SECTION 1.2.    Notice of Business to Be Brought Before Annual
Meetings.  For business to be brought before an annual meeting by a
Shareholder, the Shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation.  To be timely, in the case of an annual
meeting of Shareholders, a Shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation, in
accordance with Securities and Exchange Commission Rule 14a-8(a)(3)(i), not
less than 120 calendar days prior to the date of the Corporation's proxy
statement released to Shareholders in connection with the previous year's
annual meeting of Shareholders, except that if no annual meeting of
Shareholders was held in the previous year or if the date of the annual meeting
of Shareholders has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, the notice
shall be received at the principal executive offices of the Corporation not
less than the later of (a) 150 calendar days prior to the date of the
contemplated annual meeting or (b) the date which is 10 calendar days after the
date of the first public announcement or other notification to the Shareholders
of the date of the contemplated annual meeting.

               SECTION 1.2.1.  Notice of Business to Be Brought Before Special
Meetings.  In the case of special meetings of Shareholders, held pursuant to
Section 1.3 of this Article, a Shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, in
accordance with Securities and Exchange Commission Rule 14a-8(a)(3)(i), not
less than 120 calendar days prior to the date of the special meeting.

               SECTION 1.2.2.  Contents of Notice.  A Shareholder's notice to
the Secretary shall set forth as to each matter such Shareholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meting, (ii) the name and address, as they appear on the
Corporation's books, of the Shareholder proposing such business, (iii) the
class and number of shares of the Corporation which are beneficially owned by
such Shareholder, (iv) the dates upon which the Shareholder acquired such
shares, (v) documentary support for any claim of beneficial ownership, (vi) any
material interest of such Shareholder in such business and (vii) a statement in
support of the matter and any other information required by said Rule 14a-8 and

(viii) as to each person whom the Shareholder proposes to nominate for election
or reelection as director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of Directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule
14a-1 thereunder (including such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected).

               SECTION 1.2.3.  Determination of Validity of Notice.  The
chairman of an annual meeting may, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting in
accordance with the provisions of Sections 1.2 through 1.2.2 of this Article,
and, if he should so determine, he shall so declare to the meeting and any such
business so determined to be not properly brought before the meeting shall not
be transacted, or in the case of persons so nominated, not be eligible for
election.

          SECTION 1.3.  Special Meetings.  The Corporation shall hold a special
meeting of Shareholders on call of the Board of Directors or the Executive
Committee, the Chairman of the Board of Directors, the President, or, upon
delivery to the Corporation's Secretary of a signed and dated written request
setting out the purpose or purposes for the meeting, on call of the holders of
100% of the votes entitled to be cast on any issue proposed to be considered at
the proposed special meeting.  Only business within the purpose or purposes
described in the notice of special meeting required by Section 1.5 below may be
conducted at a special meeting of the Shareholders.

          SECTION 1.4.  Date, Time and Place of Meetings.  Annual meetings of
the Shareholders shall be held on such date and at such time and place, within
or without the State of Georgia, as may be fixed by the Board of Directors.  
Special meetings of Shareholders shall be held on such date and at such time
and place, within or without the State of Georgia, as may be fixed from time to
time by the Board of Directors.  The date, time and place of all meetings shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.  If no designation is made, the  place of the meeting shall be the
principal business office of the Corporation.

          SECTION 1.5.  Notice of Meetings.  The Secretary or an Assistant
Secretary shall deliver, either personally or by first-class mail, a written
notice of the place, day, and time of all meetings of the Shareholders not less
than ten (10) nor more than sixty (60) days before the meeting date to each
Shareholder of record entitled to vote at such meeting.  Written notice is
effective when mailed, if mailed with first-class postage prepaid and correctly
addressed to the Shareholder's address shown in the Corporation's current
record of Shareholders.  It shall not be necessary that notice of an annual
meeting include a description of the purpose or purposes for which the meeting
is called.  In the case of a special meeting, the purpose or purposes for which
the meeting is called shall be included in the notice of the special meeting. 
If an annual or special Shareholders' meeting is adjourned to a different date,
time, or place, notice of the new date, time, or place need not be given if the
new date, time, or place is announced a the meeting before adjournment. 
However, if a new record date for the adjourned meeting is or must be fixed
under Section 1.9 herein, notice of the adjourned meeting must be given to
persons who are Shareholders as of the new record date.

          SECTION 1.6.  Record Date.  The Board of Directors, in order to
determine the Shareholders entitled to notice of or to vote at any meeting of

the Shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any dividend or
other distribution or allotment of any rights, or to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, shall fix in advance a record date that may not be
more than seventy (70) days before the meeting or action requiring a
determination of Shareholders.  Only such Shareholders as shall be Shareholders
of record on the date fixed shall be entitled to such notice of or to vote at
such meeting or any adjournment thereof, or to receive payment of any such
dividend or other distribution or allotment of any rights, or to exercise any
such rights in respect of stock, or to take any such other lawful action, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.  The record date
shall apply to any adjournment of the meeting except that the Board of
Directors shall fix a new record date for the adjourned meeting if the meeting
is adjourned to a date more than 120 days after the date fixed for the original
meeting.

          SECTION 1.7.  Shareholders' List for Meeting.  After fixing a record
date for a meeting, the Corporation shall prepare an alphabetical list of the
names of all Shareholders who are entitled to notice of the Shareholders'
meeting.  The list shall be arranged by voting group (and within each voting
group by class or series of shares) and show the address of and number of
shares held by each Shareholder.  The Corporation shall make the Shareholders'
list available for inspection by any Shareholder, his agent, or his attorney at
the time and place of the meeting.

          SECTION 1.8.  Quorum.  Subject to any express provision of law or the
Articles of Incorporation, a majority of the votes entitled to be cast by all
shares voting together as a group shall constitute a quorum for the transaction
of business at all meetings of the Shareholders.  Whenever a class of shares or
series of shares is entitled to vote as a separate voting group on a matter, a
majority of the votes entitled to be cast by each voting group so entitled
shall constitute a quorum for purposes of action on any matter requiring such
separate voting.  Once a share is represented, either in person or by proxy,
for any purpose at a meeting other than solely to object to holding a meeting
or transacting business at the meeting, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is set for the adjourned meeting.

          SECTION 1.9.  Adjournment of Meetings.  The holders of a majority of
the voting shares represented at a meeting, or the Chairman of the Board or the
President, whether or not a quorum is present, shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting.  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 notified.  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 Shareholder of record entitled to vote at the adjourned meeting.

          SECTION 1.10.  Vote Required.  When a quorum exists, action on a
matter (other than the election of Directors) by a voting group is approved if
the votes cast within the voting group favoring the action exceed the votes
cast opposing the action, unless the Articles of Incorporation, a bylaw
authorized by the Articles of Incorporation or express provision of law
requires a greater number of affirmative votes.  Unless otherwise provided in
the Articles of Incorporation, Directors are elected by a plurality of the

votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.  Shareholders do not have the right to cumulate their
votes unless the Articles of Incorporation so provide.

          SECTION 1.11.  Voting Entitlement of Shares.  Unless otherwise
provided in the Articles of Incorporation, each Shareholder, at every meeting
of the Shareholders, shall be entitled to cast one vote, either in person or by
written proxy, for each share standing in his or her name on the books of the
Corporation as of the record date.  A Shareholder may vote his shares in person
or by proxy.  An appointment of proxy is effective when received by the
Secretary of the Corporation or other officer or agent authorized to tabulate
votes and is valid for eleven (11) months unless a longer period is expressly
provided in the appointment of proxy form.  An appointment of proxy is
revocable by the Shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.


                                   ARTICLE II

                               Board of Directors

          SECTION 2.1.    General Powers.  Subject to the Articles of
Incorporation, and Bylaws approved by the Shareholders, all corporate powers
shall be exercised by or under the authority of, and the business and affairs
of the Corporation managed under the direction of, the Board of Directors.

          SECTION 2.2.    Number and Tenure.  The Board of Directors shall
consist of at least five (5) members and not more than fifteen (15) members,
the exact number of Directors to be fixed from time to time by resolution of
the Board of Directors of the Corporation.  No decrease in the number or
minimum number of Directors, through amendment of the Articles of Incorporation
or of the bylaws or otherwise, shall have the effect of shortening the term of
any incumbent director.  The Board of Directors shall be divided into three
classes as nearly equal in number a possible, with the term of office of one
class expiring each year.  At the first annual meeting of shareholders, the
Directors shall be divided into three classes, as nearly equal in size as may
be, with the Directors of one class to be elected to hold office for a term
expiring at the third annual meeting following the election and until their
successors shall have been duly elected and qualified; with the Directors of
the second class to be elected to serve for a term expiring at the second
annual meeting following the election and until their successors shall have
been duly elected and qualified; and the Directors of the third class to be
elected to serve for a term expiring at the first annual meeting following the
election and until their successors shall have been duly elected and qualified. 
Thereafter, Directors shall be elected for terms of three years, and until
their successors have been duly elected and qualified or until there is a
decrease in the number of Directors.

          SECTION 2.3.  Qualifications of Directors.  Directors shall be
natural persons who have attained the age of 18 years who shall own at least
100 shares of the Common Stock of the Company but need not be residents of the
State of Georgia.

               SECTION 2.3.1.  Re-election After Termination of Principal
Employment.  If any Director ceases to hold the position in his or her
principal employment profession, trade or calling that he or she held at the
beginning of the current term for which he or she was elected a Director, such

person shall not be eligible for re-election to the Board of Directors after
the expiration of such current term unless the Board of Directors decides that
such person should be eligible for re-election.

               SECTION 2.3.2.  Terminating Events; Honorary Directors.  Any
Director who either (a) attains his or her seventieth (70th) birthday or (b)
retires from or discontinues his or her employment with the Corporation,
whichever first occurs, shall thereafter, upon completion of the term for which
he or she was elected a Director, cease to be an active Director; provided,
however, anyone who, upon his or her retirement is Chairman of the Board or
President of the Company may, notwithstanding the above provisions of this
Section, continue to serve as an active Director until he attains his
seventieth (70th) birthday, and thereafter until completion of the term for
which he or she was elected a Director.

               SECTION 2.3.3.  Honorary Directors.  Upon appointment by the
Board of Directors, a Director who ceases to be an active  Director because of
age or retirement, or any other person who shall be so elected by the Board of
Directors, shall become an Honorary Director for such term or terms as the
Board of Directors may determine, but subject to removal from the position of
Honorary Director at any time at the pleasure of the Board.  Except for the
regular November meeting of the Board of Directors, Honorary Directors will not
be expected to attend meetings of the Board unless specially invited.  The
expenses of Honorary Directors in attending such November meeting or any other
meeting of the Board of Directors to which they are specially invited will be
reimbursed by the Company but they will not receive fees for attending such
meetings.  Honorary Directors may participate in an advisory capacity in all
discussions and deliberations of the Board of Directors but shall have no vote
at the meetings which they attend in accordance with the foregoing provisions. 
An Honorary Director shall not be included in any calculation of the number of
active Directors authorized and serving under Section 2.2.

          SECTION 2.4.  Vacancies.  Unless the Articles of Incorporation
provide otherwise, if a vacancy occurs on the Board of Directors, including a
vacancy resulting from an increase in the number of Directors, the vacancy may
be filled only by the Board of Directors, or, if the Directors remaining in
office constitute fewer than a quorum of the Board, by the affirmative vote of
a majority of all Directors remaining in office.  If the vacant office was held
by a director elected by a voting group of Shareholders, only the remaining
Directors elected by that voting group are entitled to vote to fill the
vacancy.

          SECTION 2.5.  Meetings.  The Board of Directors shall meet annually,
without notice, immediately following and at the same place as the annual
meeting of Shareholders.  Regular meetings of the Board of Directors or any
committee may be held between annual meetings without notice at such time and
at such place, within or without the State of Georgia, as from time to time
shall be determined by the Board or committee, as the case may be.  A majority
of the Board of Directors, the Chairman of the Board, the President or the
Executive Committee may call a special meeting of the Directors at any time by
giving each director two (2) days notice.  Such notice may be given orally or
in writing.  If given in writing it is effective when received or five days
after its deposit in the mail if mailed with first-class postage pre-paid and
correctly addressed.  Unless otherwise provided in the Articles of
Incorporation these Bylaws or by law, neither the business to be transacted at,
nor the purpose of, any regular or special meeting need be specified in the
notice or any waiver of notice.

          SECTION 2.6.  Quorum and Voting.  At all meetings of the Board of
Directors or any committee thereof, a majority of the number of Directors
prescribed, or if no number is prescribed, the number in office immediately
before the meeting begins, shall constitute a quorum for the transaction of
business.  The affirmative vote of a majority of the Directors present at any
meeting at which there is a quorum at the time of such act shall be the act of
the Board or of the committee, except as might be otherwise specifically
provided by statute or by the Articles of Incorporation or bylaws.  In the
absence of a quorum, the Directors present by majority vote may adjourn the
meeting from time to time without notice other than by verbal announcement at
the meeting until a quorum shall attend.  At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted at the meeting as originally notified.

          SECTIONS 2.7.  Action Without Meeting.  Unless the Articles of
Incorporation or bylaws provide otherwise, any action required or permitted to
be taken at any meeting of the Board of Directors or any committee thereof may
be taken without a meeting if the action is taken by all members of the Board
or committee, as the case may be.  The action must be evidenced by one or more
written consents describing the action taken, signed by each director, and
filed with the minutes of the proceedings of the Board or committee or filed
with the corporate records.

          SECTIONS 2.8.  Remote Participation in a Meeting.  Unless otherwise
restricted by the Articles of Incorporation or the bylaws, any meeting of the
Board of Directors may be conducted by the use of any means of communication by
which all Directors participating may simultaneously hear each other during the
meeting.  A director participating in a meeting by this means is deemed to be
present in person at the meeting.

          SECTION 2.9.  Compensation of Directors.  The Board of Directors may
fix the compensation of the Directors for their services as Directors. 
Compensation shall be fixed from time to time by a resolution of the Board of
Directors, and may be on the basis of an annual sum or a fixed sum for
attendance at each regular or special meeting and every adjournment thereof, or
a combination of these methods.  Members may be reimbursed for all reasonable
traveling expenses incurred in attending meetings.  No provision of these
bylaws shall be construed to preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor.

          SECTION 2.10.  Removal of Directors by Shareholders.  Subject to the
requirements of Georgia Business Corporation Code Section 14-2 808 (the "Code")
for the removal of Directors elected by cumulative voting, voting group or
staggered terms, any one or more Directors may be removed from office, only
with cause, at any meeting of Shareholders with respect to which notice of such
purpose has been given, by the affirmative vote of the holder or holders of a
majority of the outstanding shares of the Corporation.

          SECTION 2.11.  Nomination of Directors.  Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as Directors.  Nominations of persons for election to the Board of
Directors of the Corporation may be made at a meeting of Shareholders (i) by
the Board of Directors or at the direction of the Board by any nominating
committee or person appointed by the Board or (ii) by any Shareholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in Sections 1.2 through 1.2.2. of
these Bylaws.  Such nominations, other than those made by or at the direction

of the Board of Directors, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation.  Such notice to the Secretary shall set
forth the information required in Section 1.2.2 of these Bylaws.  The
Corporation may require any proposed nominee to furnish such other information
as reasonably may be required by the Corporation to determine the eligibility
of such proposed nominee to serve as a director of the Corporation.  The
chairman of the meeting may, if the facts warrant, determine and declare to the
meeting that a nomination was not made in accordance with the foregoing
procedures, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.

          SECTION  2.12.  Indemnification.  The indemnification authorized in
the Articles of Incorporation shall be subject to the following provisions and
procedures:

               SECTION 2.12.1.  Determination of Eligibility for
Indemnification.  In the case of actions brought by or in the right of the
corporation, a Director's right to indemnification as authorized in the
Articles of Incorporation shall be determined:

          (1)  If there are two or more directors not at the time parties to
     the proceeding ("Disinterested Directors"), by the board of directors by a
     majority vote of all the Disinterested Directors (a majority of whom shall
     for such purpose constitute a quorum), or by a majority of the members of
     a committee of two or more Disinterested Directors appointed by such a
     vote;

          (2)  By special legal counsel:

               (A)  Selected in the manner prescribed in paragraph (1) of this
          subsection;

          or

               (B)  If there are fewer than two Disinterested Directors, the
          board of directors (in which selection directors who do not qualify
          as Disinterested Directors may participate); or

          (3) By the Shareholders, but shares owned by or voted under the
     control of a director who at the time does not qualify as a
     disinterested director may not be voted on the determination.

               SECTION 2.12.2.  Rights Not Exclusive.  The rights to
indemnification and advance of expenses granted in the Articles of
Incorporation and in these Bylaws are not exclusive, and do not limit the
Corporation's power to pay or reimburse expenses to which a Director may be
entitled, whether by agreement vote of shareholders or Disinterested Directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding office, and do not limit the Corporation's power
to pay or reimburse expenses incurred by a Director in connection with his
appearance as a witness in a proceeding at a time when he has not been made a
named defendant or respondent to the proceeding.

               SECTION 2.12.3.  Insurance.  The Corporation and its officers
shall have the power to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
Corporation or who, while a director, officer, employee, or agent of the

Corporation, is or was serving as a director, officer, partner, trustee
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise against
liability asserted against or incurred by him in that capacity or arising from
his status as a director, officer, employee or agent, whether or not the
Corporation would have the power to indemnify him against the same liability
under the provisions of these Bylaws.

               SECTION 2.12.4.  Reports to Shareholders.  If the Corporation
indemnifies or advances expenses to a Director, otherwise than by action of the
shareholders or by an insurance carrier pursuant to insurance maintained by the
Corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next annual shareholders'
meeting.


                                   ARTICLE III

                                   COMMITTEES

          SECTION 3.1.  Committees.  The Board of Directors may, by resolution,
designate from among its members one or more committees, each committee to
consist of one or more Directors, except that committees appointed to take
action with respect to indemnification of Directors, Directors' conflicting
interest transactions or derivative proceedings shall consist of two or more
Directors qualified to serve pursuant to the Georgia Business Corporation Code. 
Any such committee, to the extent specified by the Board of Directors, Articles
of Incorporation or bylaws, shall have and may exercise all of the authority of
the Board of Directors in the management of the business affairs of the
Corporation, except that it may not (1) approve or propose to Shareholders
action that the Georgia Business Corporation Code requires to be approved by
Shareholders, (2) fill vacancies on the Board of Directors or any of its
committees, (3) amend the Articles of Incorporation, (4) adopt, amend, or
repeal bylaws or (5) approve a plan of merger not requiring Shareholder
approval.  All action by any committee shall be reported to the Board of
Directors at its meeting next succeeding such action, and shall be subject to
revision and alteration by the Board of Directors, except that no rights or
third person shall be affected by any such revision or alteration.  Vacancies
in any committee shall be filled by the Board of Directors.

          SECTION 3.2.  Meetings of Committees.  Regular meetings of any
Committee shall be held at such places within or without the State of Georgia
and at such times as the Committee by vote may from time to time determine and
if so determined no notice thereof need be given.  Special meetings of any
Committee may be held at any time or place, either within or without the State
of Georgia, whenever called by the Chairman of the Board of Directors, the
President, the Board of Directors or the Committee by vote at a meeting, or by
two members of any Committee in writing without a meeting, notice thereof being
given to each member of the such Committee at least one day before the meeting,
by delivering the same to him personally or by sending the same to him by
telephone, telegraph, facsimile transmission or, in the alternative, upon two
days notice by mailing the same to him at his last known mailing address
according to the records of the Corporation.  It shall not be requisite to the
validity of any meeting of any Committee that notice thereof shall have been
given to any member of such Committee who attends or to any member of such
Committee who, in writing executed and filed with the records of the meeting
either before or after the holding thereof, waives such notice.  All regular

and special meetings of Committees shall be general meetings open for the
transaction of any business within its powers without special notice of such
business, except in cases in which special notice is required by law, by the
Articles of Incorporation, by these By-Laws or by the call of such meeting.

          SECTION 3.3.  Quorum of Committee.  At all meetings of any Committee
a majority of the total number of its members shall constitute a quorum for the
transaction of business.  Except in cases in which it is by law, by the
Articles of Incorporation, by these By-Laws, or by resolution of the Board of
Directors otherwise provided, a majority of such quorum shall decide any
questions that may come before the meeting.  In the absence of a quorum, the
members of the Committee present by majority vote may adjourn the meeting from
time to time without notice other than by verbal announcement at the meeting,
until a quorum shall attend.

          SECTION 3.4.  Compensation of Committee Members.  The Board of
Directors may fix the compensation of the Directors for their services as
members of committees of the Board of Directors.  Compensation shall be fixed
from time to time by a resolution of the Board of Directors and may be on the
basis of an annual sum or a fixed sum for attendance at each regular or special
meeting and every adjournment thereof, or a combination of these methods. 
Members of committees shall be reimbursed for all reasonable traveling expenses
incurred in attending meetings.  No provision of these bylaws shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

          SECTION 3.5.  Executive Committee.  The Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate
an Executive Committee of three or more Directors, which designation shall
include the Chairman of the Board of Directors and the President.  Each
Director of the Corporation who is not designated as a member of the Executive
Committee is hereby designated as an alternate member of the Executive
Committee, who may act in the place and stead of any absent member or members
at any meeting of such Executive Committee in the event (a) a quorum of the
Executive Committee is not present, and (b) the Chairman of the Board or, in
his absence, the President, appoints such alternate member to act for that
meeting as a member of the Executive Committee; and such alternate member shall
serve only at the meeting for which such appointment is made, but shall have at
that meeting all the powers of a regular member of the Executive Committee. 
During the Intervals between the meetings of the Board of Directors, the
Executive Committee shall have and may exercise all of the authority of the
Board of Directors in the management of the business affairs of the Corporation
to the extent authorized by the resolution providing for such Executive
Committee or by subsequent resolution adopted by a majority of the whole Board
of Directors, except that it may not (1) approve or propose to Shareholders
action that the Georgia Business Corporation Code requires to be approved by
Shareholders, (2) fill vacancies on the Board of Directors or any of its
committees, (3) amend the Articles of Incorporation, (4) adopt, amend, or
repeal bylaws or (5) approve a plan of merger not requiring Shareholder
approval.

               SECTION 3.5.1.  Honorary Members of Executive Committee.  Upon
appointment by the Board of Directors, a Director who ceases to be an active
Director because of age or retirement, and who at the time has been a member of
the Executive Committee for twelve or more years, shall become an Honorary
Member of the Executive Committee for such term or terms as the Board of
Directors may determine, but subject to removal from the position of Honorary

Member of the Executive Committee at any time at the pleasure of the Board. 
Honorary Members of the Executive Committee shall receive the customary fees
for attending regular meetings, and may participate in an advisory capacity in
all discussions and deliberations of the Executive Committee, but shall have no
vote at the meetings which they attend in accordance with the foregoing
provisions.  An Honorary Member shall not be included in any calculation of the
number of active Directors authorized and serving under Section 3.5.

          SECTION 3.6.  Audit Committee.  The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate an Audit
Committee of four (4) or more Directors.  The members of the Audit Committee
shall serve at the pleasure of the Board of Directors or until their successors
shall be duly designated.  Each Director of the Corporation who is not
designated as a member of the Audit Committee is hereby designated as an
alternate member of the Audit Committee, who may act in the place and stead of
any absent member or members at any meeting of such Audit Committee in the
event (a) a quorum of the Audit Committee is not present, and (b) the Chairman
of the Board or, in his absence, the President, appoints such alternate member
to act for that meeting as a member of the Audit Committee; and such alternate
member shall serve only at the meeting as a member of the Audit Committee; and
such alternate member shall serve only at the meeting for which such
appointment is made, but shall have at that meeting all the powers of a regular
member of the Audit Committee.  The Audit Committee shall consider the choice
of the independent public accountants for the Corporation, shall review the
planned scope of the audit and the results of their examinations of the
financial statements of the Corporation, their opinions thereon and their
recommendations with respect to accounting, internal controls and other
matters, shall convey information to and from the Board of Directors and its
independent public accountants and auditors, shall be available for discussions
of internal auditing problems and procedures, and shall make their report to
the Board of Directors or the Executive Committee, or to both.  The Audit
Committee shall keep full and fair accounts of its transactions.  All action by
the Audit Committee shall be reported to the Board of Directors at its meeting
next succeeding such action, and shall be subject to revision and alteration by
the Board of Directors; provided that no rights of third persons shall be
affected by any such revision or alteration.  Vacancies in the Audit Committee
shall be filed by the Board of Directors.

          SECTION 3.7.  Nominating and Compensation Committee.  The Board of
Directors, by resolution adopted by a majority of the whole Board of Directors,
may designate a Nominating and Compensation Committee of four (4) or more
Directors.  The members of the Nominating and Compensation Committee shall
serve at the pleasure of the Board of Directors or until their successors shall
be duly designated.  Each Director of the Corporation who is not designated as
a member of the Nominating and Compensation Committee is hereby designated as
an alternate member of the Nominating and Compensation Committee, who may act
in the place and stead of any absent member or members at any meeting of such
Nominating and Compensation Committee in the event (a) a quorum of the
Nominating and Compensation Committee is not present, and (b) the Chairman of
the Board or, in his absence, the President, appoints such alternate member to
act for that meeting as a member of the Nominating and Compensation Committee;
and such alternate member shall serve only at the meeting for which such
appointment is made, but shall have at that meeting all the powers of a regular
member of the Nominating and Compensation Committee.  The Nominating and
Compensation Committee shall review the performance of the senior officers of
the Corporation and will recommend to the Board of Directors the appropriate
compensation level for these and the other officers of the Corporation; they

shall review and recommend to the Board of Directors any changes in the various
benefit programs of the Corporation; and shall review the level of fees paid
and the manner in which fees are paid to members of the Corporation's Board of
Directors and shall make recommendations for adjustments as appropriate.  The
Nominating and Compensation Committee shall also identify and recommend to the
Board of Directors the nominees for the Board.  The Nominating and Compensation
Committee shall keep full and fair accounts of its transactions.  All action by
the Nominating and Compensation Committee shall be reported to the Board of
Directors at its meeting next succeeding such action, and shall be subject to
revision and alternation by the Board of Directors; provided that no rights of
third persons shall be affected by any such revision or alteration.  Vacancies
in the Nominating and Compensation Committee shall be filled by the Board of
Directors.

          SECTION 3.8.  Long Range Planning Committee.  The Board of Directors,
by resolution adopted by a majority of the whole Board of Directors, may
designate a Long Range Planning Committee of four (4) or more Directors.  The
members of the Long Range Planning Committee shall serve at the pleasure of the
Board of Directors or until their successors shall be duly designated.  Each
Director of the Corporation who is not designated as a member of the Long Range
Planning Committee is hereby designated as an alternate member of the Long
Range Planning Committee, who may act in the place and stead of any absent
member or members at any meeting of such Long Range Planning Committee in the
event (a) a quorum of the Long Range Planning Committee is not present, and (b)
the Chairman of the Board or, in his absence, the President, appoints such
alternate member to act for that meeting as a member of the Nominating and
Compensation Committee; and such alternate member shall serve only at the
meeting for which such appointment is made, but shall have at that meeting all
the powers of a regular member of the Long Range Planning Committee.  The Long
Range Planning Committee shall review plans for the growth and financial
stability of the Corporation.  In carrying out these duties, the Long Range
Planning Committee shall make periodic reviews of the annual budget of the
Corporation, all financing plans, the Corporation's Employee Pension Plan
(including investments of its funds) and investments in non-utility operations. 
The results of said reviews shall be reported to the Board of Directors.  The
Long Range Planning Committee shall keep full and fair accounts of its
transactions.  All action by the Long Range Planning Committee shall be
reported to the Board of Directors at its meeting next succeeding such action,
and shall be subject to revision and alteration by the Board of Directors;
provided that no rights of third persons shall be affected by any such revision
or alteration.  Vacancies in the Long Range Planning Committee shall be filled
by the Board of Directors.


                                   ARTICLE IV

                                     NOTICES

          SECTION 4.1.  Notice.  Whenever, under the provisions of the Articles
of Incorporation or of these bylaws or by law, notice is required to be given
to any director or Shareholder, it shall not be construed to require personal
notice, but such notice may be given in writing, by mail, or by telegram, telex
or facsimile transmission and such notice shall be deemed to be effective when
received, or when delivered, properly addressed, to the addressee's last known
principal place of business or residence, or five days after the same shall be
deposited in the United States mail if mailed with first-class postage prepaid
and correctly addressed or on the date shown on the return receipt, if sent by

registered or certified mail, and the receipt is signed by or on behalf of the
addressee.  Notice to any director or Shareholder may also be oral if oral
notice is reasonable under the circumstances.  If these forms of personal
notice are impractical, notice may be communicated by a newspaper of general
circulation in the area where published, or by radio, television, or other form
of public broadcast communication.

          SECTION 4.2.  Waiver of Notice.  Whenever any notice is required to
be given under provisions of the Articles of Incorporation or of these bylaws
or by law, a waiver thereof, signed by the person entitled to notice and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records, whether before or after the time stated therein, shall be
deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting and of all objections to the
place or time of the meeting or the manner in which it has been called or
convened, except when the person attends a meeting for the express purpose of
stating, at the beginning of the meeting, any such objection and, in the case
of a director, does not thereafter vote for or assent to action take at the
meeting.  Neither the business to be transacted at nor the purpose of any
regular or special meeting of the Shareholders, Directors or a committee of
Directors need be specified in any written waiver of notice; provided, however,
that any waiver of notice of a meeting of Shareholders required with respect to
a plan of merger or a plan of consolidation shall be effective only upon
compliance with Section 14-2-706(c) of the Code or successor provisions.


                                    ARTICLE V

                                    OFFICERS

          SECTION 5.1.  Appointment.  The Board of Directors at its first
meeting following the annual meeting of Shareholders shall elect such officers
as it shall deem necessary, including a Chairman of the Board, a President, a
Secretary, a Treasurer, one or more Vice Presidents (one or more of whom may be
designated Executive Vice President or Senior Vice President), Assistant Vice
Presidents, Assistant Secretaries and Assistant Treasurers, who shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board of Directors.  Each such officer shall hold office until the
corresponding meeting of the Board of Directors in the next year and until his
successor shall have been duly elected and qualified or until he shall have
resigned or shall have been removed n the manner provided in Section 5.2 of
this Article V.  Any number of offices may be held by the same person unless
the Articles of Incorporation or these bylaws otherwise provide.  The
appointment of an officer does not itself create contract rights.

          SECTION 5.2.  Resignation and Removal of Officers.  An officer may
resign at any time by delivering notice to the Corporation and such resignation
is effective when the notice is delivered unless the notice specifies a later
effective date.  The Board of Directors or (except in the case of an officer
elected by the Board of Directors) the Executive Committee or an officer upon
whom such power of removal may have been conferred may remove any officer at
any time with or without cause.

          SECTION 5.3.  Vacancies.  Any vacancy in office resulting from any
cause may be filled by the Board of Directors at any regular or special
meeting.

          SECTION 5.4.  Powers and Duties.  Each officer has the authority and
shall perform the duties set forth below or, to the extent consistent with
these bylaws, the duties prescribed by the Board of Directors or by direction
of an officer authorized by the Board of Directors to prescribe the duties of
other officers.

               SECTION 5.4.1.  Chairman of the Board of Directors.  The
Chairman of the Board of Directors may be chosen from among the Directors of
the Corporation and need not be an Executive Officer or employee of the
Corporation.  The Chairman shall preside at all meetings of the Shareholders,
the Board of Directors, and the Executive Committee.  He shall have the usual
powers and duties incident to the office of the chairman of the board of
directors of a corporation and such other powers and duties as from time to
time may be assigned to him by the Board of Directors.

               SECTION 5.4.2.  Chief Executive Officer.  The Board of Directors
may designate as the Chief Executive Officer of the Corporation the President
or any other officer of the Corporation including the Chairman if the Chairman
is a full-time officer and employee of the Company.  The Chief Executive
Officer of the Corporation shall have general and active management
responsibility for the business of the Corporation and shall see that all
orders and resolutions of the Board of Directors are carried into effect. 
Except where by law the signature of the President is required, the Chief
Executive Officer shall have the same powers as the President to sign all
authorized certificates, contracts, bonds, deeds, mortgages and other
instruments.  He shall have the usual powers and duties incident to the
position of chief executive officer of a corporation and such other powers and
duties as from time to time may be assigned by the Board of Directors.  The
Board of Directors may, or if it does not, the Chief Executive Officer may,
from time to time designate an Executive Officer of the Corporation to assume
and perform the duties and powers of the Chief Executive Officer during the
absence or disability of the Chief Executive Officer.

               SECTION 5.4.3.  President.  The President shall be responsible
for the general supervision of the affairs of the Corporation and general and
active management of the financial affairs of the Corporation.  He or she shall
have the power to make and execute certificates, contracts, bonds, deeds,
mortgages and other instruments on behalf of the Corporation, except in cases
in which the signing thereof shall have been expressly delegated to some other
officer or agent of the Corporation and to delegate such power to others.  He
or she also shall have such powers and perform such duties as are specifically
imposed on him by law and as may be assigned to him by the Board of Directors. 
In the event there is no Chairman of the Board, the President shall also have
all the power and authority that the Chairman is given in these By-Laws or
otherwise.  During the absence or disability of the Chairman of the Board, the
President shall preside at all meetings of the Shareholders, the Board of
Directors and the Executive Committee.  He shall have the usual powers and
duties incident to the office of a president of a corporation and such other
powers and duties as from time to time may be assigned to him by the Board of
Directors.  If the Board of Directors designates the President as the Chief
Executive Officer of the Corporation, the President shall also have the powers
and duties of the Chief Executive Officer.

               SECTION 5.4.4.  Vice Presidents.  The Executive Vice Presidents
shall be senior in authority among the Vice Presidents.  During the absence or
disability of the President, the Board of Directors shall designate which of
the Executive Vice Presidents shall exercise all the powers and discharge all

of the duties of the President, provided, however, that if he is not a Director
he shall not preside at any meetings of the Board of Directors or the Executive
Committee.  The Vice Presidents, shall perform such duties as vice presidents
customarily perform and shall perform such other duties and shall exercise such
other powers as the President or the Board of Directors may from time to time
designate.

               SECTION 5.4.5.  Secretary.  The Secretary shall attend all
meetings of the Shareholders and all meetings of the Board of Directors and
shall record all votes and minutes of all proceedings in books to be kept for
that purpose, and shall perform like duties for the standing committees when
required.  He or she shall have custody of the corporate seal of the
Corporation, shall have the authority to affix the same to any instrument the
execution of which on behalf of the Corporation under its seal is duly
authorized and shall attest to the same by his signature whenever required. 
The Board of Directors may give general authority to any other officer to affix
the seal of the Corporation and to attest to the same by his signature.  The
Secretary shall give, or cause to be given, any notice required to be given of
any meetings of the Shareholders, the Board of Directors and of the standing
committees when required.  The Secretary shall cause to be kept such books and
records as the Board of Directors, the Chairman of the Board or the President
may require and shall cause to be prepared, recorded, transferred, issued,
sealed and canceled certificates of stock as required by the transactions of
the Corporation and its Shareholders.  The Secretary shall attend to such
correspondence and shall perform such other duties as may be incident to the
office of a Secretary of a Corporation or as may be assigned to him by the
Board of Directors, the Chairman of the Board or the President.

               SECTION 5.4.6.  Treasurer.  The Treasurer shall be charged with
the management of financial affairs of the Corporation and shall have charge of
and be responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or their valuable effects in such banks, trust
companies, or other depositaries as shall from time to time be selected by the
Board of Directors.  He shall render to the President and to the Board of
Directors, whenever requested, an account of the financial condition of the
Corporation.  In general, he or she shall perform such duties as treasurers
usually perform and shall perform such other duties and shall exercise such
other powers as the Board of Directors, the Chairman of the Board or the
President may from time to time designate and shall render to the Chairman of
the Board, the President and to the Board of Directors, whenever requested, an
account of the financial condition of the Corporation.]

               SECTION 5.4.7.  Controller.  The Controller shall have charge of
and be responsible for preparation of financial and management reports,
budgeting, rate material, property accounting, taxes and such other duties as
are commonly incident to the office of Controller.  The Controller shall have
such power and duties as from time to time may be properly delegated by the
President and such other powers and duties as may from time to time be assigned
by the Board of Directors.

               SECTION 5.4.8.  Assistant Vice President, Assistant Secretary
and Assistant Treasurer.  One or more Assistant Vice Presidents, Assistant
Secretaries and Assistant Treasurers, in the absence or disability of any Vice
President, the Secretary or the Treasurer, respectively, shall perform the
duties and exercise the powers of those offices, and, in general, they shall
perform such other duties as shall be assigned to them by the Board of

Directors or by the person appointing them.  Specifically the Assistant
Secretaries may affix the corporate seal to all necessary documents and attest
the signature of any officer of the Corporation.

               SECTION 5.4.9.  Subordinate Officers.  The Board of Directors
may elect such subordinate officers as it may deem desirable.  Each such
officer shall hold office for such period, have such authority and perform such
duties as the Board of Directors may prescribe.  The Board of Directors may
from time to time authorize any officer to appoint and remove subordinate
officers and prescribe the powers and duties thereof.  The Board of Directors
may from time to time authorize the Chairman of the Board of Directors or the
President to appoint any employee or officer of the Corporation (except the
President, the Secretary or an Assistant Secretary elected by the Board of
Directors) as an Assistant Secretary of the Corporation, to prescribe the
powers, term, duties and salary, if any, of such Assistant Secretary, and to
remove any Assistant Secretary thus appointed.

          SECTION 5.5.  Officers Holding Two or More Offices.  Any two of the
above mentioned offices, except those of President and Secretary or Assistant
Secretary, may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity if such
instrument be required by statute, by the Articles of Incorporation or by these
By-Laws to be executed, acknowledged or verified by any two or more officers.

          SECTION 5.6.  Compensation.  The Board of Directors shall have power
to fix the compensation of all officers of the Corporation.  It may authorize
any officer, upon whom the power of appointing subordinate officers may have
been conferred, to fix the compensation of such subordinate officers.


                                   ARTICLE VI

                                  CAPITAL STOCK

          SECTION 6.1.  Share Certificates.  Unless the Articles of
Incorporation or these bylaws provide otherwise, the Board of Directors may
authorize the issue of some or all of the shares of any or all of its classes
or series with or without certificates.  Unless the Georgia Business
Corporation Code provides otherwise, there shall be no differences in the
rights and obligations of Shareholders based on whether or not their shares are
represented by certificates.

          In the event that the Board of Directors authorizes shares with
certificates, each certificate representing shares of stock of the Corporation
shall be in such form as shall be approved by the Board of Directors and shall
set forth upon the face thereof the name of the Corporation and that it is
organized under the laws of the State of Georgia, the name of the person to
whom the certificate is issued, and the number and class of shares and the
designation of the series, if any, the certificate represents.  The Board of
Directors may designate any one or more officers to sign each share
certificate, either manually or by facsimile.  In the absence of such
designation, each share certificate must be signed by the President or a Vice
President and the Secretary or an Assistant Secretary.  If the person who
signed a share certificate, either manually or in facsimile, no longer holds
office when the certificate is issued, the certificate is nevertheless valid.

          SECTION 6.2.  Record of Shareholders.  The Corporation or an agent
designated by the Board of Directors shall maintain a record of the
Corporation's Shareholders in a form that permits preparation of a list of
names and addresses of all Shareholders, in alphabetical order by class or
shares showing the number and class of shares held by each Shareholder.  The
Corporation shall be entitled to treat the person in whose name shares are
registered in the records of the Corporation as the owner thereof for all
purposes unless it accepts for its records a nominee certificate naming a
beneficial owner of shares other than the record owner, and shall not otherwise
be bound to recognize any equitable or other claim to or interest in such
shares except as may be provided by law.

          SECTION 6.3.  Lost Certificates.  In the event that a share
certificate is lost, stolen, mutilated or destroyed, the Board of Directors may
direct that a new certificate be issued in place of such certificate.  When
authorizing the issue of a new certificate, the Board of Directors may require
such proof of loss as it may deem appropriate as a condition precedent to the
issuance thereof, including a requirement that the owner of such lost, stolen
or destroyed certificate, or his legal representative, advertise the same in
such manner as the Board shall require and/or that he give the Corporation a
bond in such sum as the Board 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 6.4.  Transfers of Shares.  Transfers of shares of the
capital stock of the Corporation shall be made only upon the books of the
Corporation by the registered holder thereof, or by his duly authorized
attorney, or with a transfer clerk or transfer agent appointed as provided in
Section 6.5 hereof, and, in the case of a share represented by certificate, on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, to vote as such owner, and for all other
purposes, 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.

          SECTION 6.5.  Transfer Agents and Registrars.  The Board of Directors
may establish such other regulations as it deems appropriate governing the
issue, transfer, conversion and registration of stock certificates, including
appointment of transfer agents, clerks or registrars.


                                   ARTICLE VII

                               GENERAL PROVISIONS

          SECTION 7.1.  Indemnification of Officers, Employees and Agents.  The
Corporation shall indemnify any Officer who was or is made a party to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, derivative, criminal, administrative or
investigative (hereinafter, a "proceeding") to the same extent as it is
obligated to indemnify any Director of the Corporation, but without being
subject to the same procedural conditions imposed for the indemnification of
Directors.  The Corporation may indemnify and advance expenses to an employee

or agent who is not a director or officer to the extent permitted by the
Articles of Incorporation, the bylaws or by law.

          SECTION 7.2.  Seal.  The Corporation may have a seal, which shall be
in such form as the Board of Directors may from time to time determine.  In the
event that the use of the seal is at any time inconvenient, the signature of an
officer of the Corporation, followed by the word "Seal" enclosed in
parenthesis, shall be deemed the seal of the Corporation.

          SECTION 7.3.  Voting Shares in Other Corporations.  In the absence of
other arrangements by the Board of Directors, shares of stock issued by another
Corporation and owned or controlled by the Corporation, whether in a fiduciary
capacity or otherwise, may be voted by the President or any Vice President, in
the absence of action by the President, in the same order as they preside in
the absence of the President, or in the absence of action by the President or
any Vice President, by any other officer of the Corporation, and such person
may execute the aforementioned powers by executing proxies and written waivers
and consents on behalf of the Corporation.

          SECTION 7.4.  Amendment of Bylaws.  These bylaws may be amended or
repealed and new bylaws may be adopted by the Board of Directors at any regular
or special meeting of the Board of Directors unless the Articles of
Incorporation or the Georgia Business Corporation Code reserve this power
exclusively to the Shareholders in whole or in part or the Shareholders, in
amending or repealing the particular bylaw, provide expressly that the Board of
Directors may not amend or repeal that bylaw.  Unless the Shareholders have
fixed a greater quorum or voting requirement, these bylaws also may be altered,
amended or repealed and new bylaws may be adopted, unless such action has been
recommended by the Board of Directors, by an affirmative vote of the holders of
at least two-thirds of all outstanding shares entitled to vote.

          SECTION 7.5.  Execution of Bonds, Debentures, Evidences of
Indebtedness, Checks, drafts and other Obligations and Orders for Payment.  The
signatures of any officer or officers of the Corporation executing a corporate
bond, debenture or other debt security of the Corporation or attesting the
corporate seal thereon, or upon any interest coupons annexed to any such
corporate bond, debenture or other debt security of the Corporation, and the
corporate seal affixed to any such bond, debenture or other debt security of
the Corporation, may be facsimiles, engraved or printed, provided that such
bond, debenture or other debt security of the Corporation is authenticated or
countersigned with the manual signature of an authorized officer of the
corporate trustee designated by the indenture or other agreement under which
said security is issued by a transfer agent, or registered by a registrar,
other than the Corporation itself, or an employee of the Corporation.  If the
person who signed such, bond, debenture or other debt security of the
Corporation, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.

          SECTION 7.6.  Business Combinations.  All of the requirements of
Sections 14-2-1131 to 1133, inclusive, of the Code, as now in effect and as
hereafter from time to time amended, shall be applicable to this Corporation
and to any business combination approved or recommended by the Board of
Directors.




                                  ARTICLE VIII

                                EMERGENCY BYLAWS

          SECTION 8.1.  Emergency Bylaws.  This Article shall be operative
during any emergency resulting from some catastrophic event that prevents a
quorum of the Board of Directors or any committee thereof from being readily
assembled (an "emergency"), notwithstanding any different or conflicting
provisions set forth elsewhere in these bylaws or in the Articles of
Incorporation.  To the extent not inconsistent with the provisions of this
Article, the bylaws set forth elsewhere herein and the provisions of the
Articles of Incorporation shall remain in effect during such emergency, and
upon termination of such emergency, the provisions of this Article shall cease
to be operative.

          SECTION 8.2.  Meetings.  During any emergency, a meeting of the Board
of Directors or any committee thereof may be called by any director, or by the
President, any Vice President, the Secretary or the Treasurer (the "Designated
Officers") of the Corporation.  Notice of the time and place of the meeting
shall be given by any available means of communication by the person calling
the meeting to such of the Directors and/or designated officers as may be
feasible to reach.  Such notice shall be given at such time in advance of the
meeting as, in the judgment of the person calling the meeting, circumstances
permit.

          SECTION 8.3.  Quorum.  At any meeting of the Board of Directors or
any committee thereof called in accordance with this Article, the presence or
participation of two Directors, one director and a designated officer, or two
designated officers shall constitute a quorum for the transaction of business.

          SECTION 8.4.  Bylaws.  At any meeting called in accordance with this
Article, the Board of Directors or committee thereof, as the case may be, may
modify, amend or add to the provisions of this Article so as to make any
provision that may be practical or necessary for the circumstance of the
emergency.

          SECTION 8.5.  Liability.  Corporate action taken in good faith in
accordance with the emergency bylaws may not be used to impose liability on a
director, officer, employee or agent of the Corporation.

          SECTION 8.6.  Repeal or Change.  The provisions of this Article shall
be subject to repeal or change by further action of the Board of Directors or
by action of Shareholders, but no such repeal or change shall modify the
provisions of the immediately preceding section of this Article with regard to
action taken prior to the time of such repeal or change.

EX-2

                                                           EXHIBIT B-1

                          AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of _______________,
199_ by and among Atlanta Gas Light Company, a Georgia corporation ("AGL"), AGL
Resources Inc., a Georgia corporation ("Holdings"), and AGL Merger Co., a
Georgia corporation ("Merger Sub").

                                   WITNESSETH:

     WHEREAS, AGL has an authorized capitalization consisting of 100,000,000
shares of Common Stock, $5 par value (the "AGL Common Stock"), of which
____________ shares are issued and outstanding and 11,480,000 shares of
Preferred Stock, of which __________ shares (consisting of shares of 7 separate
series) are issued and outstanding (the "AGL Preferred Stock"); and

     WHEREAS, Merger Sub has an authorized capitalization consisting of
__________ shares of Common Stock, $_____ par value (the "Merger Sub Common
Stock"), of which __________ shares have been issued and are outstanding and
owned beneficially and of record by Holdings; and

     WHEREAS, Holdings has an authorized capitalization consisting of
750,000,000 shares of Common Stock, $5 par value (the "Holdings Common Stock"),
and 10,000,000 shares of Preferred Stock, with or without par value (the
"Holdings Preferred Stock"); and

     WHEREAS, the Boards of Directors of the respective parties hereto deem it
advisable to merge Merger Sub with and into AGL (the "Merger") in accordance
with the Georgia Business Corporation Code and this Agreement whereby the
shares of AGL Common Stock will be converted into shares of Holdings Common
Stock.

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties hereto agree that
Merger Sub shall be merged with and into AGL which shall be the corporation
surviving such merger and that the terms and conditions of such merger, the
mode of carrying it into effect, and the manner of converting and exchanging
shares shall be as follows:


                                    ARTICLE I

                                   The Merger

     (a)  Subject to and in accordance with the provisions of this Agreement,
Articles of Merger as set forth in Exhibit I hereto (the "Articles") shall be
executed and acknowledged by each of AGL and Merger Sub and thereafter
delivered to the Department of State of the State of Georgia for filing, as
provided in Section 14-2-1105 of the Georgia Business Corporation Code, upon
which filing with the Department of State and its issuance of a Certificate of
Merger, the Merger shall become effective (the "Effective Time").  At the
Effective Time, the separate existence of Merger Sub shall cease and Merger Sub
shall be merged with and into AGL (Merger Sub and AGL being sometimes referred
to herein as the "Constituent Corporations" and AGL, the corporation designated
in the Articles as the surviving corporation, being sometimes referred to
herein as the "Surviving Corporation").

     (b)  Prior to and after the Effective Time, Holdings, AGL and Merger Sub,
respectively, shall take all such action as may be necessary or appropriate in
order to effectuate the Merger.  In this connection, Holdings shall issue
shares of Holdings Common Stock which the holders of AGL Common Stock shall be
entitled to receive as provided in Article II hereof.  In the event that at any
time after the Effective Time any further action is necessary or desirable to
carry out the purposes of this Agreement and to vest the Surviving Corporation
with all rights, privileges, approvals, immunities and franchises and all
property, real, personal and mixed, of either of the Constituent Corporations,
the officers and directors of each of the Constituent Corporations as of the
Effective Time shall take all such further action.


                                   ARTICLE II

                   Terms of Conversion and Exchange of Shares 

     At the Effective Time:

     (a)  Each share of AGL Common Stock issued immediately prior to the
Effective Time shall thereupon, and without surrender of stock certificates or
any other action on the part of the holder thereof, be changed and converted
into one share of Holdings Common Stock, which shall thereupon be issued, fully
paid and nonassessable; such shares of AGL Common Stock to be converted shall
be deemed to include any shares then held in its treasury, and such converted
treasury shares shall, immediately following the Effective Time, be deemed to
be held in Holdings' treasury;

     (b)  The shares of AGL Preferred Stock issued and outstanding immediately
prior to the Effective Time shall not be converted or otherwise affected by the
Merger, and each such share shall continue to be issued and outstanding and to
be one fully paid and nonassessable share of the particular series of AGL
Preferred Stock of the Surviving Corporation; and

     (c)  Each share of Merger Sub Common Stock issued and outstanding
immediately prior to the Effective Time shall be converted into one share of
common stock of the Surviving Corporation.


                                   ARTICLE III

                                 Stock Options 

     At the Effective Time, each outstanding option to purchase shares of AGL
Common Stock will be assumed by Holdings.  Each such option will be exercisable
in accordance with its existing terms for the same number of shares of Holdings
Common Stock as the number of shares of AGL Common Stock subject to such
option.


                                   ARTICLE IV

                      Articles of Incorporation and Bylaws

     From and after the Effective Time, and until thereafter amended as
provided by the Restated Articles of Incorporation of AGL and by law, the
Restated Articles of Incorporation of AGL as in effect immediately prior to the

Effective Time shall be and continue to be the Restated Articles of
Incorporation of the Surviving Corporation.  From and after the Effective Time,
and until thereafter amended as provided by the Restated Articles of
Incorporation and Bylaws of AGL and by law, the Bylaws of AGL as in effect
immediately prior to the Effective Time shall be and continue to be the Bylaws
of the Surviving Corporation.


                                    ARTICLE V

                             Directors and Officers

     The persons who are Directors and officers of AGL immediately prior to the
Effective Time shall continue as Directors and officers, respectively, of the
Surviving Corporation and shall continue to hold office as provided in the
Bylaws of the Surviving Corporation.  If, at or following the Effective Time, a
vacancy shall exist in the Board of Directors or in the position of any officer
of the Surviving Corporation, such vacancy may be filled in the manner provided
in the Bylaws of the Surviving Corporation.


                                   ARTICLE VI

                               Stock Certificates

     Following the Effective Time, each holder of an outstanding certificate or
certificates theretofore representing shares of AGL Common Stock may, but shall
not be required to, surrender the same to Holdings for cancellation or
transfer, and each such holder or transferee will be entitled to receive
certificates representing the same number of shares of Holdings Common Stock as
the shares of AGL Common Stock previously represented by the stock certificates
surrendered.  Until so surrendered or presented for transfer, each outstanding
certificate which, prior to the Effective Time, represented AGL Common Stock
shall be deemed and treated for all corporate purposes to represent the
ownership of the same number of shares of Holdings Common Stock as though such
surrender or transfer and exchange had taken place.  The stock transfer books
for the AGL Common Stock shall be deemed to be closed at the Effective Time and
no transfer of outstanding shares of AGL Common Stock outstanding prior to the
Effective Time shall thereafter be made on such books.  Following the Effective
Time, the holders of certificates representing AGL Common Stock outstanding
immediately before the Effective Time shall cease to have any rights with
respect to the stock of the Surviving Corporation and their sole rights shall
be with respect to the Holdings Common Stock to which their shares of AGL
Common Stock shall have been converted in the Merger.


                                   ARTICLE VII

                            Conditions of the Merger

     Consummation of the Merger is subject to the satisfaction of the following
conditions:

     (a)  The Merger shall have received the approval of the holders of capital
stock of each of the Constituent Corporations as required by their Articles of
Incorporation and the Georgia Business Corporation Code.

     (b)  There shall have been obtained an opinion or opinions of counsel
satisfactory to the Board of Directors of AGL with respect to the tax
consequences of the Merger and other transactions incident thereto.

     (c)  There shall have been obtained all of the regulatory approvals and
exemptions necessary, appropriate or desirable to be obtained prior to
effectuating the Merger and the Restructuring (as defined), as such approvals
and exemptions are described in the Proxy Statement related to AGL's 1996
Annual Meeting of Shareholders.

     (d)  The Holdings Common Stock to be issued and to be reserved for
issuance pursuant to the Merger shall have been approved for listing, upon
official notice of issuance, by the New York Stock Exchange.

     (e)  The Articles shall have been filed with the Department of State of
the State of Georgia.


                                  ARTICLE VIII

                                   Termination

     At any time prior to the filing of the Articles with the Department of
State the Merger may be terminated by the Board of Directors of any corporation
a party hereto notwithstanding approval of the Merger by the stockholders of
all or any of the corporations parties hereto.

                                   ARTICLE IX

                 Assumption of Obligations Under AGL Stock Plans

     Holdings shall take all required corporate action to assume the
obligations of AGL under the following AGL plans:  (i) the Retirement Savings
Plus Plan, (ii) the Leveraged Employee Stock Ownership Plan, (iii) the Long-
Term Stock Incentive Plan of 1990, (iv) the Nonqualified Savings Plan, (v) a
dividend reinvestment and stock purchase plan and (vi) the Non-Employee
Directors Equity Compensation Plan.


                                    ARTICLE X

                   Cancellation of AGL's Holdings Common Stock

     Immediately after the Effective Time, each share of Holdings Common Stock
held by AGL immediately prior to the Effective Time shall be cancelled.


                                   ARTICLE XI

                                  Miscellaneous

     This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and such counterparts shall
together constitute but one and the same instrument.

     IN WITNESS WHEREOF, AGL, Merger Sub and Holdings, pursuant to approval and
authorization duly given by resolutions adopted by their respective Boards of 
Directors, have each caused this Agreement and Plan of Merger to be executed by 
its Chairman of the Board, President and Chief Executive Officer or one of its
Vice Presidents and its corporate seal to be affixed hereto and attested by its
Secretary.

                                    ATLANTA GAS LIGHT COMPANY,
                                    a Georgia corporation


                                    ________________________________________
[SEAL]                              By:
                                    Title:

ATTEST:


_____________________________________
By:
Title:


                                    AGL RESOURCES INC.,
                                    a Georgia corporation



_____________________________________________
[SEAL]                              By:
                                    Title:

ATTEST:


______________________________________                                          
       
By:
Title:

                                    AGL MERGER CO.,
                                    a Georgia corporation


                                    ___________________________________________
[SEAL]                              By:
                                    Title:

ATTEST:


__________________________________________
By:
Title:

EX-4

                                                         EXHIBIT D-1

                                STATE OF GEORGIA

                  BEFORE THE GEORGIA PUBLIC SERVICE COMMISSION

In Re:                                :
                                      :                 DOCKET NO. ____________
APPLICATION OF ATLANTA GAS            :
LIGHT COMPANY FOR APPROVAL            :
OF CORPORATE RESTRUCTURING            :
PLAN                                  :


     Pursuant to O.C.G.A. Section 46-2-20(a), ATLANTA GAS LIGHT COMPANY

("Applicant" or "Company") respectfully applies to this Honorable Commission

for approval of its Plan of Corporate Restructuring ("Plan") and in support

therefore shows the following:



                                       1.

     Applicant is a corporation organized under the laws of the State of

Georgia, incorporated by an Act of the Georgia General Assembly approved on

February 16, 1856 (Georgia Laws 1855-56, p. 420), as amended by a subsequent

Act of the General Assembly approved on October 14, 1889 (Georgia Laws 1888-89,

p. 1398) and further amended by orders of the Superior Court of Fulton County,

Georgia, or by the issuance of certificates of amendment by the Secretary of

State of the State of Georgia.  



                                       2.

     Applicant has heretofore filed with this Commission a copy of its Charter

and all amendments thereto, descriptions of its properties and statements of

its earnings and expenses, capital stock, bonds, and other obligations

outstanding, all of which by reference are incorporated herein and made a part

of this Application.

                                       3.

     Applicant and its wholly-owned subsidiary, Chattanooga Gas Company

("Chattanooga"), are predominantly engaged in the distribution and

transportation of natural gas, and related undertakings, to customers in

central, northwest, northeast and southeast Georgia and the Chattanooga,

Tennessee area.  Through its non-utility subsidiaries, Georgia Gas Company,

Georgia Gas Service Company, Georgia Energy Company, AGL Energy Services, Inc.,

and Trustees Investments, Inc., Applicant is also engaged in certain related

unregulated businesses.



                                       4.

     Applicant provides natural gas service to more than 1.3 million customers,

consisting of more than 1.2 million residential, 93,000 commercial and 2,250

industrial customers.  These customers are located in 229 Georgia communities,

including almost 950,000 customers in the Atlanta metropolitan area, as well as

customers in the service areas of Athens, Augusta, Brunswick, Macon, Rome,

Savannah and Valdosta, Georgia.  During its fiscal year 1995, Applicant sold or

transported 245.2 million dekatherms of natural gas. 



                                       5.

     All of the natural gas distribution and transportation services rendered

by Applicant in Georgia are provided pursuant to distribution and pipeline

certificates of public convenience and necessity issued by this Commission.  



                                       6.

     Applicant has duly filed with this Commission all annual and other reports

required of it by the rules, regulations and orders of this Commission and

reference to those filings is hereby made for details concerning the Company's

capital structure, assets and operations.  Attached, marked Exhibit "A", is a

schedule reflecting the balance sheet (unaudited) of the Company as of

September 30, 1995, showing the Company's assets, capitalization and

liabilities as of that date.  Attached, marked Exhibit "B", is a copy of the

Company's income statement (unaudited) as of September 30, 1995.



                                       7.

     This Commission has jurisdiction over this Application pursuant to the

provisions of O.C.G.A. Section 46-2-20(a) which provides that the Commission

has general supervision of all gas companies providing service in this state.



                                       8.

     Over the course of the past decade, the natural gas industry has undergone

dramatic restructuring and reorganization, principally as a result of

legislative and regulatory changes at the federal level.  In 1992, the Federal

Energy Regulatory Commission ("FERC") issued Order 636 that, among other

things, mandated the unbundling of interstate pipeline sales service and

established certain open access transportation regulations.  Order 636 was

implemented on the pipeline systems that served Applicant in the fall of 1993. 

The unbundling of pipeline sales service requires local distribution companies,

such as Applicant and its wholly-owned subsidiary, Chattanooga, to contract

directly and separately for wellhead gas supply, underground storage and firm

transportation services.  The Energy Policy Act, enacted in 1992, and the

apparent erosion of the proscriptions embodied in the Public Utility Holding

Company Act of 1935 ("Holding Company Act") also have contributed to the state

of flux in the natural gas industry.  In addition, decisions by FERC

authorizing large industrial customers to by-pass local distribution company

systems, along with the growth and development of independent marketers and

brokers, as well as intense competition for the range of energy consumers by

electric suppliers and other alternate sources of energy, all have resulted in

a regulatory and market environment which is radically different than that

which prevailed as recently as the outset of the decade of the 1990s.  That new

environment presents novel challenges for the Company in its historical core

business pursuits, which challenges must be addressed creatively in its role as

a regulated utility, while at the same time presents significant new

opportunities in emerging business enterprises which, while related to that

core business, are non-utility in nature.



                                       9.

     These regulatory and market changes and the related challenges and

opportunities described above have required the Company to assess

comprehensively its business strategies and structures for continuing to

provide its historic regulated utility services in the most efficient and

competitive fashion for Georgia consumers while also providing greater

financial, managerial and organizational flexibility to adapt to and take

advantage of the changing energy business in emerging non-utility ventures. 

That flexibility would permit the establishment of a broader base of income

generation from unregulated businesses which would enhance the strength of

Applicant's existing utility business.  



                                       10.

     As a result of that assessment, for the reasons stated above and those set

forth in more detail below, Applicant has concluded that its should reorganize

the structure of its business in order to respond timely, effectively and

prudently to the business challenges and opportunities.  Accordingly, the

Applicant proposes the Plan to implement a new holding company structure

pursuant to an Agreement and Plan of Merger, a copy of which is attached hereto

marked as Exhibit "C".  On November 27, 1995 Applicant organized AGL Resources

Inc. ("Resources"), under the Georgia Business Corporation Code in order to

establish the corporate framework which will facilitate the contemplated

holding company restructuring.  A copy of the Articles of Incorporation of

Resources is attached hereto marked as Exhibit "D".  Under the terms of the

Plan, a newly formed corporate subsidiary of Resources, AGL Merger Co.

("Mergerco"), will be merged with and into Applicant and each of the

outstanding shares of common stock of Mergerco will be converted into one share

of common stock of Applicant, as the surviving corporation of the merger and

each outstanding share of common stock of Applicant will be converted into one

Resources common share.  Upon consummation of the restructuring, each person

who owned common shares in the Applicant immediately prior to the restructuring

will own a corresponding number of the outstanding Resources common shares and

Resources will own all of the outstanding common shares of Applicant.  Each

class of preferred stock of the Applicant and all indebtedness of the Applicant

will remain securities and obligations of the Applicant following the

restructuring. 



                                       11.

     The corporate structure of the Applicant immediately prior to the

consummation of the restructuring is as follows:



     [Graph omitted from electronic filing.  The omitted graph represents 

a tree diagram of the current corporate structure, with Atlanta Gas Light 

Company as the parent of the following companies:  (i) AGL Investments, Inc., 

(ii) Georgia Gas Service Company, (iii) Georgia Gas Company, (iv) Georgia 

Energy Company, (v) Trustees Investments, Inc., (vi) Georgia Engine Sales & 

Service Company (inactive), (vii) Georgia Natural Gas Company (inactive), 

(viii) AGL Energy Services, Inc., (ix) Peachtree Pipeline Company (inactive), 

(x) Chattanooga Gas Company, and (xi) AGL Resources Inc. (with its wholly-owned 

subsidiary, AGL Merger Co.).]


                                       12.

     The corporate structure immediately following consummation of the proposed

corporate restructuring will be as follows:



     [Graph omitted from electronic filing.  The omitted graph represents a 

tree diagram of the post-merger corporate structure, with AGL Resources Inc. 

as the parent of the following companies:  (i) AGL Investments, Inc. (with its 

wholly-owned subsidiaries, Georgia Gas Service Company, Georgia Gas Company, 

Georgia Energy Company and Trustees Investments, Inc.), (ii) Atlanta Gas 

Light Company (with its wholly-owned subsidiary, Chattanooga Gas Company) 

and (iii) AGL Energy Services, Inc.]



                                       13.

     Following consummation of the corporate restructuring pursuant to the

Plan, the business of Atlanta Gas Light Company will continue, under the

ownership of Resources, in all material respects, as it is conducted currently. 

The Applicant will continue to own and operate the same facilities and assets

that are presently employed in providing natural gas service to the public. 

The operations, rates, and terms of service of the Applicant will remain

subject to the jurisdiction of this Commission, pursuant to the provisions of

Title 46 of the Official Code of Georgia Annotated.  Chattanooga will remain as

a wholly-owned subsidiary of Applicant.  Subsequent to the consummation of the

initial corporate restructuring, the current non-utility operating subsidiaries

of the Applicant (with the exception of AGL Energy Services, Inc., which will

be a subsidiary of Resources) will be transferred to a separate wholly-owned

subsidiary of Resources.  



                                       14.

     Following extensive analysis and consideration, the Applicant has

concluded that the benefits of the holding company structure contemplated by

the proposed corporate restructuring, as set forth in the Plan, for the

customers and the shareholders of the Applicant are compelling.  The new

structure will remove the potential for diversion caused by non-utility

ventures, thereby permitting a singular focus by Company management on the

provision of quality, efficient, cost effective service in a new, more

complicated environment.  Moreover, it is anticipated that consummation of the

contemplated corporate restructuring will permit more efficient and, in some

respects, more simplified regulation of the utility operations of the Applicant

by this Commission.  The holding company structure will more clearly separate

the operations of the public utility business from any unregulated enterprise. 

As a result, the necessary work to separate non-utility from utility investment

and expenses will be simplified for purposes of regulatory review, as well as

for purposes of assessment of business risks.  The holding company structure

also will enable Resources to engage in non-utility business pursuits in a

manner comparable to its unregulated competitors.  The new corporate structure

will permit the use of financing techniques which are more directly suited to

the particular requirements, characteristics and risks of non-utility

operations, without affecting the capital structure, creditworthiness, or

funding of the operating utility.  That structure will permit the holding

company to respond to non-utility opportunities in a time frame and in a

business context that is not possible in a regulated framework.  The holding

company structure is preferred by the investment community because it

facilitates more efficient analysis of the varying individual lines of

businesses.  Moreover, the holding company structure provides legal protection

against the imposition of liability on utility operations for the results of

unregulated business activities.



                                       15.

     Following the proposed corporate restructuring, it is contemplated that

Resources will pursue, through wholly-owned subsidiaries other than Applicant

certain new business enterprises which will not be subject to regulation by

this Commission.  The present non-utility operations of existing subsidiaries

of Applicant, as well as other future non-utility business opportunities will

be pursued in that framework.  For the reasons stated above, this corporate

structure is more suited for engaging in emerging energy related businesses,

while maintaining the level of service and commitment to the traditional

utility business of Applicant, than is the present structure.



                                       16.

     The proposed corporate restructuring will have no adverse effect on the

service provided by Applicant to its customers or the rates charged for those

services.  Consistent with the framework outlined above, the Applicant will

thoroughly separate present and future non-utility and utility operations, as

well as related investment, to assure that no cross-subsidy, transfer of costs

or transfer of risks from the non-utility enterprises to the utility occur. 

All dealings between Resources and the Applicant will take place on an arms-

length, ordinary course of business basis.  The holding company structure

proposed in this filing will in no way impair the Commission's ability to

discharge its duties under the law to protect the public interest in the

operations of Applicant.  To the contrary, by providing the maximum separation

of utility and non-utility lines of business and ensuring the appropriate

allocation of risks, the holding company structure should enhance the

Commission's ability to fulfill its regulatory responsibilities.



                                       17.

     The holding company structure is a well-established form of organization

for companies conducting multiple lines of business.  It is a common form of

organization for unregulated companies and for those regulated companies, such

as telephone utilities and water utilities, which are not subject to the

Holding Company Act.  In addition, it is utilized by many electric and gas

companies which are involved in unregulated activities.  This Commission is

experienced in regulating the operations of public utility subsidiaries of

holding companies.  Georgia Power Company and Southern Bell Telephone and

Telegraph Company are public utility operating subsidiaries of the Southern

Company and BellSouth, respectively.  Prior to the acquisition of Savannah

Electric and Power Company by the Southern Company, this Commission approved a

corporate restructuring whereby that operating utility became a subsidiary of

Savannah Energy Resources Company, concluding that such a reorganization was in

the public interest.



                                       18.

     In light of the federal regulatory and market changes described herein and

in light of the legislative and regulatory changes in the Holding Company Act

which are presently being considered at the SEC and in Congress, numerous gas

public utility companies around the country which are considered to be peer

companies of Applicant by the investment community have already undertaken

corporate holding company restructurings similar to that proposed herein.



                                       19.

     The corporate restructuring pursuant to the Plan will not result in any

real change in the beneficial ownership of the Applicant as the existing common

stockholders of the Applicant will become the common stockholders of Resources. 

Applicant will not be issuing stock or entering into any long-term debt in

connection with the proposed corporate restructuring.  Furthermore, the rights

of the holders of Applicant's common stock, with the exception that, after

restructuring, the Articles of Incorporation and the Bylaws of Resources will

contain certain anti-takeover provisions which are not presently contained in

the Charter of the Applicant, will, in all material respects, remain the same. 

 

                                       20.

     The Plan, in addition to being subject to the approval of this Commission,

must be approved by the holders of the common shares of the Applicant, as well

as approved by the SEC.  A draft of the Registration Statement that will be

transmitted to the holders of common stock of Applicant, which reflects in

detail the terms of the Plan, and has been filed with the SEC, is attached

hereto marked as Exhibit "E".

 

                                       21.

     Applicant is currently exempt from registration and regulation as a

holding company under the Holding Company Act (15 U.S.C. Section 79, et. seq.)

pursuant to Section 3(a)(2) of the Holding Company Act and Rule 2 thereunder. 

This exemption applies despite the fact that Chattanooga is a wholly-owned

subsidiary of Applicant, because Applicant is predominantly a public utility

company whose operations as such do not extend beyond its state of organization

and the states contiguous thereto.  Following consummation of the Plan, it is

anticipated that Applicant will retain its exemption and that Resources will

also be exempt from registration and regulation as a holding company under the

Holding Company Act.  Resources' exemption, it is expected, will be pursuant to

Section 3(a)(1), which is available where, among other requirements, the

holding company's utility operations will be predominantly intrastate in

character.  The Application filed with the SEC seeking approval of the

restructuring Plan and seeking an order granting the exemptions is attached

hereto marked as Exhibit "F".



                                       22.

     Following consummation of the corporate restructuring proposed herein,

this Commission will retain the same jurisdiction it now possesses under

Georgia law over Atlanta Gas Light Company.  The operations of Resources and

the operations of the non-utility subsidiaries of Resources will not be subject

to regulation by the Commission.



     WHEREFORE, for the reasons set forth hereinabove, Atlanta Gas Light

Company respectfully requests that this Commission, pursuant to the authority

conferred on it by O.C.G.A. Section 46-2-20(a), enter an order which: 



     a)   approves the Plan of Restructuring described in this Application and

          the attachments hereto as well as the implementation of such plan;

          and



     b)   recognizes that the Commission's jurisdiction will continue over

          Atlanta Gas Light Company following consummation of the Plan of

          Restructuring; and

     c)   provides such other authority and approvals as the Commission deems

          necessary in order to consummate and implement the Plan of

          Restructuring.



                                        _________________________
                                        Albert G. Norman, Jr.


                                        _________________________
                                        Gordon D. Giffin


                                        _________________________
                                        L. Craig Dowdy


                                        For Long, Aldridge & Norman
                                        Attorneys for Atlanta Gas Light
                                        Company
One Peachtree Center
Suite 5300
303 Peachtree Street
Atlanta, Georgia 30308
(404) 527-4000

                             CERTIFICATE OF SERVICE




     I, Gordon D. Giffin, an attorney of record for Atlanta Gas Light Company,

hereby certify that I have this day served the foregoing Application for

Approval of Corporate Restructuring Plan upon the Consumers' Utility Counsel,

by depositing copies of the same in the United States Mails, stamped and

addressed as follows:



                        Consumers' Utility Counsel
                        84 Peachtree Street, N.W.
                        Suite 201
                        Atlanta, Georgia 30303-2318



     This _____ day of November, 1995.



                                        _____________________________
                                        Gordon D. Giffin

EX-7

                                                      EXHIBIT G-2

                            ATLANTA GAS LIGHT COMPANY
                         Consolidated Income Statements
       For the Twelve Months Ended September 30, 1995 (Unaudited) and 1994
                                   (Millions)

                                                  9/30/95          9/30/94
                                             ---------------   ---------------
Operating revenues                           $1,063.0          $1,199.9
Cost of gas                                     571.8             736.8
                                              -------           ------- 
Operating income                                 76.9             107.6
                                              -------           -------

Other income
    Allowance for funds used during
    construction-equity                           0.2               0.2
    Other income and dedications-net              1.9               5.0
    Income Taxes                                 (0.7)             (2.0)
                                               -------           -------
                                                  1.4               3.2
             Total                             -------           -------

Income before interest charges                   78.3             110.8
Interest charges                               -------           -------

    Interest on long-term debt                   42.7              43.2
    Allowance for funds used during
    construction-debt                            (0.3)             (0.2)
    Other interest                                5.1               4.6
                                               -------           -------
             Total                               47.5              47.6
                                               -------           -------
Net income                                       30.8              63.2
Dividends on preferred stock                      4.4               4.5
                                               -------           -------
Earnings applicable to common stock             $26.4             $58.7
                                               -------           -------

                            ATLANTA GAS LIGHT COMPANY
                         Consolidated Income Statements
           For the Twelve Months Ended September 30, 1995 (Unaudited)
                                   (Millions)

Operating revenues                                          $1,063.0
Cost of gas                                                    571.8
                                                             -------
Operating Margin                                               491.2
                                                             -------

    Other Operating Expenses                                   213.5
    Restructuring Costs                                         70.3
             Maintenance                                        30.4
             Depreciation of plant other than
             transportation equipment                           58.5
    Income taxes                                                16.0
    Taxes other than income taxes                               25.6
                                                             -------
             Total other operating expenses                    414.3
                                                             -------
Operating income                                                76.9
                                                             -------

    Other income
    Allowance for funds used during construction-equity          0.2
    Other income deductions-net                                  1.9
    Income Taxes                                                (0.7)
                                                              -------
             Total                                               1.4
                                                              -------
Income before interest charges                                  78.3
                                                              -------
Interest charges
    Interest on long-term debt                                  42.7
    Allowance for funds used during construction-debt           (0.3)
    Other interest                                               5.1
                                                              -------
             Total                                              47.5
                                                              -------

Net Income                                                      30.8
Dividends on preferred stock                                     4.4
                                                              -------
Earnings applicable to common stock                            $26.4
                                                              -------

                   ATLANTA GAS LIGHT COMPANY AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995 (UNAUDITED) AND 1994
                                   (MILLIONS)

                                                   SEPTEMBER       SEPTEMBER
                                                     1995             1994
                                                --------------  -------------
Balance Sheet
- --------------
Assets
Property
    Utility plant                               $1,969.8        $1,881.4
             Less accumulated depreciation         583.3           553.6
             Less contributions in aid of 
             construction                           49.9            48.2
                                                 -------         -------
             Utility plant-net                   1,336.6         1,279.6
                                                 -------         -------
Non-utility property and investments                46.3            17.8
                                                 -------         -------
Current assets
    Cash                                             3.7             3.3
    Temporary cash investments                       ---             ---
    Receivables-net                                 69.3            79.3
    Inventories
             Natural gas stored underground        111.2           144.5
             Liquefied natural gas                  14.3            17.8
             Liquefied petroleum gas                 1.8             3.6
             Materials and supplies                  7.8             9.1
             Merchandise                             1.0             4.4
Other                                               10.9             9.1
                                                 -------         -------
    Total current assets                           220.0           271.1
                                                 -------         -------
Deferred debits
    Unrecovered environmental response costs        34.9            30.5
    Unrecovered integrated resource plan costs       9.9            11.4
    Prepaid pension costs                                            7.1
    Unrecovered postretirement benefits costs        7.2             3.6
    Unamortized cost to repurchase long-term
    debt                                             4.9             6.3
    Other                                           14.8            15.5
                                                  -------         -------
             Total deferred debits                  71.7            74.4
                                                  -------         -------
             Total                              $1,674.6        $1,642.9
                                                ----------      ----------
                                                ----------      ----------
Capitalization and liabilities
Capitalization
    Common stock                                  $137.3          $127.1
    Premium on capital stock                       297.7           241.3
    Earnings reinvested                            122.3           150.1
                                                  -------         -------
             Total common stock equity             557.3           518.5
    Preferred stock
             Redeemable                             55.5            55.5

             Non-redeemable                          3.0             3.0
    Long-term debt                                 554.5           554.5
                                                 -------         -------
                                                   613.0           613.0
                                                 -------         -------
             Total capitalization                1,170.3         1,131.5
                                                 -------         -------
Current liabilities
    Redemption requirements on preferred stock       0.3             0.3
    Long-term debt due within one year               ---            15.0
    Short-term debt                                 51.0            95.4
    Accounts payable                                72.3            57.6
    Take-or-pay charges payable                      8.0             --
    Customer Deposits                               29.5            26.8
    Interest                                        25.4            24.9
    Other accrued liabilities                       11.9            20.6
    Suppliers refunds                                3.4             1.4
    Deferred purchased gas adjustment                6.3            20.1
    Other                                           22.8            20.2
                                                  -------         -------
             Total current liabilities             230.9           282.3
                                                  -------         -------
Long-term liabilities
    Environmental response costs                    28.6            24.3
    Accrued pension costs                           10.3             --
                                                    30.1             3.6
    Accrued postretirement benefits costs        -------         -------
             Total long-term liabilities            69.0            27.9
                                                 -------         -------
Deferred credits
    Federal investment tax credit                   30.3            32.2
    Regulatory tax liability                        23.3            26.7
    Other                                           12.0            7.7
                                                  -------         -------
             Total deferred credits                 65.6            66.6
                                                  -------         -------
Accumulated deferred income taxes                  138.8           134.6
                                                  -------         -------
             Total                              $1,674.6        $1,642.9
                                                ----------      ----------
                                                ----------      ----------

                   ATLANTA GAS LIGHT COMPANY AND SUBSIDIARIES
         CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1995 (UNAUDITED)
                                   (MILLIONS)

                                                                 SEPTEMBER
                                                                    1995
                                                            -----------------

Balance Sheet
- --------------
Assets
Property
    Utility plant                                           $1,969.8
             Less accumulated depreciation                     583.3
             Less contributions in aid of construction          49.9
                                                             -------
               Utility plant-net                             1,336.6
                                                             -------
Non-utility property and investments                            46.3            
                                                             -------
Current assets
    Cash                                                         3.7
    Temporary cash investments                                    --
    Receivables-net                                             69.3
    Inventories
             Natural gas stored underground                    111.2
             Liquefied natural gas                              14.3
             Liquefied petroleum gas                             1.8
             Materials and supplies                              7.8
             Merchandise                                         1.0
Other                                                           10.9
                                                             -------
    Total current assets                                       220.0
                                                             -------
Deferred debits
    Unrecovered environmental response costs                    34.9
    Unrecovered integrated resource plan costs                   9.9
    Prepaid pension costs
    Unrecovered postretirement benefits costs                    7.2
    Unamortized cost to repurchase long-term debt                4.9
    Other                                                       14.8
                                                             -------
             Total deferred debits                              71.7
                                                             -------
             Total                                          $1,674.6
                                                            ----------
Capitalization and liabilities
Capitalization
    Common stock                                              $137.3
    Premium on capital stock                                   297.7
    Earnings reinvested                                        122.3
                                                             -------
             Total common stock equity                         557.3
    Preferred stock
             Redeemable                                         55.5
             Non-redeemable                                      3.0

    Long-term debt                                             554.5
                                                             -------
                                                               613.0
                                                             -------
             Total capitalization                            1,170.3
                                                             -------
Current liabilities
    Redemption requirements on preferred stock                   0.3
    Long-term debt due within one year                            --
    Short-term debt                                             51.0
    Accounts payable                                            72.3
    Take-or-pay charges payable                                  8.0
    Customer Deposits                                           29.5
    Interest                                                    25.4
    Other accrued liabilities                                   11.9
    Suppliers refunds                                            3.4
    Deferred purchased gas adjustment                            6.3
    Other                                                       22.8
                                                             -------
             Total current liabilities                         230.9
                                                             -------
Long-term liabilities
    Environmental response costs                                28.6
    Accrued pension costs                                       10.3
    Accrued postretirement benefits costs                       30.1
                                                             -------

             Total long-term liabilities                        69.0
                                                             -------
Deferred credits
    Federal investment tax credit                               30.3
    Regulatory tax liability                                    23.3
    Other                                                       12.0
                                                             -------
             Total deferred credits                             65.6
                                                             -------
Accumulated deferred income taxes                              138.8
                                                             -------
             Total                                          $1,674.6
                                                             -------

                   ATLANTA GAS LIGHT COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED)
                              (MILLIONS OF DOLLARS)

                                                               Twelve Months
                                                                    1995
                                                            -----------------
Cash flows from operating activities
    Net income                                              $30.8
    Adjustments to reconcile net income to net cash flow
    from operating activities
             Non-Cash Restructuring Costs                    52.9
             Depreciation and amortization                   62.5
             Deferred income taxes                            4.2
             Other                                            3.8
                                                           -------
                                                            154.2
             Changes in assets and liabilities
              Accounts receivable                            10.0
              Inventories                                    43.3
              Deferred purchased gas adjustment             (13.8)
              Accounts payable                               14.7
              Other - net                                     1.6
                                                           -------
                Net cash flow from operating activities     210.0
                                                           -------
Cash flows from financing activities
    Short-term borrowings, net                              (44.4)
    Redemptions, purchase fund and sinking fund
    requirements of preferred stock and long-term debt      (15.0)
    Sale of common stock, net of expenses                    50.4
    Common stock dividends                                  (44.3)
    Preferred stock dividends                                (4.4)
                                                            -------
             Net cash flow from financing activities        (57.7)
                                                            -------
Cash flows from investing activities
    Utility plant expenditures                             (120.8)
    Non-utility capital expenditures                         (0.4)
    Purchase of Sonat                                       (32.6)
    Cost of removal, net of salvage                           1.9
                                                           -------
             Net cash flow from investing activities       (151.9)
                                                           -------
             Net increase in cash and cash equivalents        0.4
             Cash and cash equivalents at beginning of        3.3
             period                                         -------
             Cash and cash equivalents at end of period      $3.7
                                                            -------
Cash paid during the period for 
    Interest                                                $48.4
    Income taxes                                            $28.6

                   ATLANTA GAS LIGHT COMPANY AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995 (UNAUDITED) AND 1994
                              (MILLIONS OF DOLLARS)
                                                               Twelve Months
                                                            ----------------
                                                              1995       1994
                                                            -------   -------
Cash flows from operating activities
    Net income                                              $30.8     $63.2
    Adjustments to reconcile net income to net cash flow
    from operating activities
             Non-Cash Restructuring Costs                    52.9
             Depreciation and amortization                   62.5      59.2
             Deferred income taxes                            4.2      13.6
             Other                                            3.8       6.3
                                                            -------   -------
                                                            154.2     142.3
             Changes in assets and liabilities
              Accounts receivable                            10.0       8.7
              Inventories                                    43.3     (38.5)
              Deferred purchased gas adjustment             (13.8)     20.8
              Accounts payable                               14.7      (6.0)
              Other - net                                     1.6       5.4
                                                            -------   -------
                Net cash flow from operating activities     210.0     132.7
                                                            -------   -------
Cash flows from financing activities
    Short-term borrowings, net                              (44.4)    (36.0)
    Redemptions, purchase fund and sinking fund
             requirements of preferred stock and
             long-term debt                                 (15.0)   (125.7)
    Sale of common stock, net of expenses                    50.4       2.4
    Sale of long-term debt                                    0.0     194.5 
    Common stock dividends                                  (44.3)    (42.9)
    Preferred stock dividends                                (4.4)     (4.5)
                                                            -------   -------
             Net cash flow from financing activities        (57.7)    (12.2)
                                                            -------   -------
Cash flows from investing activities
    Utility plant expenditures                             (120.8)   (122.0)
    Non-utility capital expenditures                         (0.4)     (0.1)
    Investment in joint-venture                             (32.6)
    Cost of removal, net of salvage                           1.9       1.6
                                                            -------   -------
             Net cash flow from investing activities       (151.9)   (120.5)
                                                            -------   -------
             Net increase in cash and cash equivalents        0.4       0.0
             Cash and cash equivalents at beginning of        3.3       3.3
             period                                         -------   -------
             Cash and cash equivalents at end of period      $3.7      $3.3 
                                                            -------   -------
Cash paid during the period for 
    Interest                                                $48.4     $51.1
    Income taxes                                            $28.6     $18.0

EX-7

                                                      EXHIBIT G-3

                          ATLANTA  GAS  LIGHT  COMPANY

                            CHATTANOOGA  GAS  COMPANY

            Statement of Operating Revenues, Pretax Operating Income
                and Total Assets (excluding non-utility property)

                                   (Millions)



                             Fiscal Year 1993                      Fiscal Year 1994            Fiscal Year 1995 (unaudited)
                                                                                                              (1)
                       AGL/      Chattanooga   % Chatt/      AGL/      Chattanooga  % Chatt/       AGL/      Chattanooga     %
                   Chattanooga   (Unaudited)    Consol   Chattanooga   (Unaudited)   Consol    Chattanooga                Chatt/
                   Consolidated                          Consolidated                          Consolidated               Consol

                                                                                                 

 Operating          $  1,130.3     $  68.1       6.0%     $  1,199.9     $   74.8     6.2%      $  1,063.0    $   66.4      6.2%
 Revenues
 Pre-tax            $    128.1     $   7.7       6.0%     $    141.9     $    8.4     5.9%      $     92.9    $   10.4     11.2%
 Operating Income

 Pre-tax                                                                                        $    163.2    $   10.6      6.5%
 Operating
 Income
  (2)

 Total Assets -     $  1,515.2     $  93.6       6.2%     $  1,625.1     $  104.1     6.4%      $  1,628.3    $  112.5      6.9%
 Excluding
 Nonutility
 Property

(1)  AGL's fiscal year ends on September 30.

(2)  Excluding Non-recurring Restructuring Charges of AGL 
and Chattanooga.

EX-8

                                                           EXHIBIT H-1

                            UNITED STATES OF AMERICA
                                   BEFORE THE
                       SECURITIES AND EXCHANGE COMMISSION

AGL Resources Inc.             )              File No.  
Atlanta Gas Light Company      )              ----------------------


                                NOTICE OF FILING


          Take notice that on November 27, 1995, AGL Resources Inc., a Georgia
corporation ("Holding Company"), 303 Peachtree Street, N.E., Atlanta, Georgia
30308, and Atlanta Gas Light Company ("AGL"), a Georgia gas public-utility
holding company exempt from registration under Section 3(a)(2) of the Public
Utility Holding Company Act of 1935 (the "Act") pursuant to Rule 2 thereunder,
have filed an application under Sections 3(a)(1), 3(a)(2), 9(a)(2) and 10 of
the Act.

          The application requests an order: (1) authorizing Holding Company to
acquire directly all of the outstanding common stock of AGL and indirectly all
of the outstanding shares of Chattanooga Gas Company ("Chattanooga"), a gas
utility subsidiary of AGL; (2) granting Holding Company an exemption under
Section 3(a)(1) from all provisions of the Act, except Section 9(a)(2) thereof;
and (3) granting AGL an exemption under Section 3(a)(2) from all provisions of
the Act, except Section 9(a)(2) thereof.  

          Both AGL and Chattanooga are "gas utility companies" as defined under
Section 2(a)(4) of the Act and thus are "public utility companies" as defined
in Section 2(a)(5) of the Act.  AGL supplies natural gas distribution service
to the public in central, northwest, northeast and southeast Georgia, with the
majority of its customers located in the metropolitan Atlanta area. 
Chattanooga supplies natural gas service to customers in Chattanooga and
Cleveland, Tennessee, and surrounding portions of Hamilton County and Bradley
County.

          Holding Company was incorporated under Georgia law to carry out the
proposed corporate restructuring, which would result in Holding Company's
becoming a holding company over AGL.  Currently, Holding Company owns all of
the outstanding common stock of AGL Merger Co. ("Merger-Sub"), a Georgia
corporation that has also been incorporated to carry out the proposed
restructuring.  Neither Holding Company nor Merger-Sub presently conduct any
business or own any utility assets.

          The proposed restructuring is intended to establish a more
appropriate corporate structure for the conduct of non-utility business
activities, while providing a mechanism for protecting the utility business and
utility customers of AGL and Chattanooga from the risks and costs of such
activities.

          The transaction would be accomplished pursuant to an Agreement and
Plan of Merger to be entered into among AGL, Holding Company and Merger Sub,
under which Merger-Sub would be merged with and into AGL (the "Merger") and
each outstanding share of common stock of Merger-Sub would be converted into
one share of common stock of AGL (collectively, the "AGL Stock").  In addition,
pursuant to the Merger, each outstanding share of AGL Stock would be converted
into one share of common stock of Holding Company.  Upon consummation of the
Merger, each person that would own AGL Stock immediately prior to the Merger
would own a corresponding number of outstanding shares of common stock of
Holding Company, and Holding Company would own all of the outstanding AGL
Stock.  Additionally, following the Merger, AGL would continue to own all of
the outstanding stock of Chattanooga.

          Each class of preferred stock of AGL (collectively, the "AGL
Preferred Stock") and all indebtedness of AGL would remain securities and
obligations of AGL after the proposed restructuring.  Consequently, the holders
of AGL's debt securities and the AGL Preferred Stock would not be affected by
the proposed restructuring.

          Holding Company asserts that, following the consummation of the
proposed restructuring, it would be a public-utility holding company entitled
to an exemption under Section 3(a)(1) of the Act because it and each of its
public-utility subsidiaries from which it would derive a material part of its
income would be predominately intrastate in character and would carry on their
business substantially within the state of Georgia.  In addition, AGL asserts
that it would remain a public-utility holding company entitled to exemption
under Section 3(a)(2) of the Act because it would still be predominately a
public-utility company whose operations as such do not extend beyond the State
in which it is organized, Georgia, and states contiguous thereto.

          All interested persons are referred to the application for complete
statements of the proposed restructuring summarized above.  The application is
available for public inspection through the Commission's Office of Public
Reference.

          Interested persons wishing to comment or request a hearing on the
application should submit their views in writing by            ,     , to the
Secretary, Securities and Exchange Commission, Washington, DC 20549, and serve
a copy on the relevant applicants at the address specified above.  Proof of
service (by affidavit or, in case of an attorney at law, by certificate) should
be filed with the request.  Any request for hearing shall identify specifically
the issues of fact or law that are disputed.  A person who so requests will be
notified of any hearing, if ordered, and will receive a copy of any notice or
order issued in the matter.  After said date, the application, as filed or as
amended, may be granted.