CHESAPEAKE UTILITIES CORPORATION

                                        BYLAWS

                    (Including revisions through July 11, 1997)     

                                     ARTICLE III

                                      DIRECTORS



3.2	 Composition of the Board.      The number of Directors 
which shall constitute the Board shall be fixed from time to time 
by resolution of a majority of directors in office; provided, that 
their number shall not be less than five nor more than fifteen.  
Directors shall be divided into three classes     , as specified in 
the Certificate of Incorporation.  Directors shall be elected at 
the annual meeting of the stockholders, and each Director shall be 
elected to serve until such Director's successor shall be elected 
and shall qualify; provided, however, no person who shall have 
attained the age of 75 years by the date of election shall be 
eligible for election as a Director of the Corporation.      
Directors shall be stockholders.       The Board of Directors at 
its first meeting after each annual meeting of stockholders shall 
elect the Chair of the Board who shall perform such duties as are 
specified in these Bylaws or are properly required of the Chair by 
the Board of Directors.          


3.11	Quorum; Adjournment.  At all meetings of the Board     a 
majority of the number of directors fixed by the Board shall be 
necessary and sufficient to constitute a quorum for the transaction 
of business and the act of a majority of the Directors present at 
any meeting at which there is a quorum shall be the act of the 
Board of Directors, except as may be otherwise specifically 
provided by law or by the Certificate of Incorporation or these 
Bylaws.      Whether or not a quorum is present at any meeting of 
the Board, a majority of the Directors present thereat may adjourn 
the meeting from time to time, without notice other than 
announcement at the meeting.