RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        CHESAPEAKE UTILITIES CORPORATION

               EIGHTH:	    The number of directors which shall 
constitute the whole Board of Directors of the Corporation shall be 
fixed from time to time by resolution of a majority of directors in 
office; provided that there shall be not fewer than five or more 
than fifteen directors.  The Board shall be divided into three 
classes, Class I, Class II and Class III.  The number of directors 
in each class shall be the whole number contained in the quotient 
arrived at by dividing the number of directors fixed by the Board 
by three and if a fraction is also contained in such quotient, and 
if such fraction is one-third (1/3) the extra director shall be a 
member of Class III and if the fraction is two-thirds (2/3) one of 
the directors shall be a member of Class III and the other shall be 
a member of Class II.  Each director shall serve for a term ending 
on the third annual meeting following the annual meeting at which 
such director was elected.  The foregoing notwithstanding, each 
director shall serve until such director's successor shall have 
been duly elected and qualified, unless such director shall resign, 
become disqualified, disabled or shall otherwise be removed.     

               At each annual election, the directors chosen to 
succeed those whose terms then expire shall be identified as being 
of the same class as the directors they succeed.  If for any reason 
the number of directors in the various classes shall not conform 
with the formula set forth in the preceding paragraph, the Board of 
Directors may redesignate any director into a different class in 
order that the balance of directors in such classes shall conform 
thereto.

              	The Board of Directors, at its first meeting after 
each annual meeting of stockholders, shall choose such officers 
with such titles and duties as shall be stated in the Bylaws of the 
Corporation, who shall hold office until their successors are 
chosen and qualify in their stead.

              	    A majority of the number of directors fixed by 
the Board shall constitute a quorum for the transaction of 
business, and if at any meeting of the Board of Directors there 
shall be less than a quorum, a majority of those present may 
adjourn the meeting from time to time.  Every act or decision done 
or made by a majority of the directors present at a meeting duly 
held at which a quorum is present shall be regarded as the act of 
the Board of Directors unless a greater number be required by law 
or by the Certificate of Incorporation.     

              	No director of the Corporation shall be removed from 
office as a director by vote or other action of stockholders or 
otherwise unless the director to be removed is physically or 
mentally disabled or incapacitated to such an extent that such 
director is unable to perform the duties of a director, or unless 
the director has been convicted of a felony by a court of competent 
jurisdiction and such conviction is no longer subject to direct 
appeal, or unless the director to be removed has been adjudged to 
be liable for misconduct in the performance of such director's duty 
to the Corporation by a court of competent jurisdiction and such 
adjudication is no longer subject to direct appeal.



IN WITNESS WHEREOF, said CHESAPEAKE UTILITIES CORPORATION 
has caused its corporate seal to be hereunto affixed and this 
Restated Certificate of Incorporation to be signed by John R. 
Schimkaitis, its President, and attested by William C. Boyles, its 
Assistant Secretary, this 19th day of May, 1998.

                                           Chesapeake Utilities Corporation

                                           By /s/ John R. Schimkaitis
                                              -------------------------------
                                              John R. Schimkaitis, President


(Corporate Seal)



Attest:


By /s/ William C. Boyles
   ---------------------------------------
    William C. Boyles, Assistant Secretary