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                             ARTICLES OF AMENDMENT
                                       TO
           AMENDED AND RESTATED ARTICLES OF INCORPORATION, AS AMENDED
                                       OF
                         WASHINGTON NATURAL GAS COMPANY
                    ESTABLISHING A SERIES OF PREFERRED STOCK


         Washington Natural Gas Company, a Washington corporation, by T.J.
Hogan, its duly elected and qualified Vice President and Secretary, hereby
provides the following information and delivers to the Secretary of State of
the State of Washington for filing these Articles of Amendment Establishing a
Series of Preferred Stock in duplicate, pursuant to RCW 23B.06.020, RCW
23B.10.020, and RCW 23B.10.060.

         1.0.1   Name.  The name of the corporation is Washington Natural Gas
Company.

         1.0.2   Text of Amendments.  Pursuant to the corporation's Amended and
Restated Articles of Incorporation, as amended, the amendments establish the
designation, preferences, limitations and relative rights of a series of
Preferred Stock.  The amendments will comprise "Paragraph (5) -- Series of
Preferred Stock" of Article IV.  Following is the text of each amendment
adopted:

         The third series of Preferred Stock of the par value of $25 per share
         of the Company authorized by its Amended and Restated Articles of
         Incorporation shall be designated as "8.5% Preferred Stock, Series
         III" (hereafter called the "Preferred Stock, Series III") and
         1,200,000 shares of the authorized but heretofore unissued shares of
         Preferred Stock of the par value of $25 per share of the Company shall
         be issued as shares of Preferred Stock, Series III; the Preferred
         Stock, Series III shall have the following preferences, limitations,
         and relative rights:

                          (1)     the dividend rate for the Preferred Stock,
                 Series III, shall be 8.5% per annum per share and the date
                 from and including which such dividends shall be cumulative
                 shall be the date of original issuance thereof;

                          (2)     the Preferred Stock, Series III, will not be
                 subject to redemption prior to September 1, 1999.  At any time
                 on or after September 1, 1999, the Preferred Stock, Series
                 III, may be redeemed, at the election of the Company, in the
                 manner provided in Paragraph 2.04 of Article IV of its Amended
                 and Restated Articles of Incorporation, as a whole or from
                 time to time in part, at part value per share; in each case
                 together with accrued dividends thereon to the date designated
                 for redemption.  Prior notice of any redemption pursuant to
                 this paragraph (2) shall be given by first-class mail, postage
                 prepaid by the Company in the manner provided in subparagraph
                 (A) of Paragraph 2.04 of the Restated Articles of
                 Incorporation;

                          (3)     all redemptions pursuant to paragraph (2)
                 above shall be pro rata, as nearly as possible, among the
                 holders of the Preferred Stock, Series III, according to the
                 number of shares held by each;

                          (4)     all shares of the Preferred Stock, Series
                 III, redeemed, purchased or otherwise acquired and retired by
                 the Company shall be
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                 canceled and shall not be reissued; and, so long as any
                 shares of the Preferred Stock, Series III, are outstanding, 
                 the Company shall not issue any of its authorized and
                 unissued shares of the Preferred Stock as additional shares 
                 of the Preferred Stock, Series III; and

                          (5)     the amount per share payable on the Preferred
                 Stock, Series III, before any payment on the Common Stock in
                 the event of any liquidation, dissolution or winding up of the
                 Company, whether voluntary or involuntary, or any reduction of
                 capital resulting in any distribution of assets to the
                 stockholders shall be $25 per share, together with a sum
                 computed at the said annual dividend rate from the date from
                 which dividends thereon became cumulative to the date fixed
                 for the payment of such distributive amount, less the
                 aggregate of the dividends theretofore or on such date paid
                 thereon or declared and set apart for payment thereon, all as
                 provided in the Amended and Restated Articles of
                 Incorporation.

         1.0.3   Amendments Do Not Provide for the Exchange, Reclassification,
or Cancellation of Issued Shares.  The amendments do not provide for any
exchange, reclassification, or cancellation of issued shares.

         1.0.4   Date of Adoption.  Each such amendment was adopted by the
Board of Directors on August 17, 1994.

         1.0.5   Shareholder Approval Not Required.  The amendments do not
require shareholder approval, as provided in RCW 23B.06.020 and RCW 23B.10.020
of the Washington Business Corporation Act.

         Executed this 9th day of September, 1994.


                                           WASHINGTON NATURAL GAS COMPANY
                     
                     
                     
                                           By   /s/ T. J. Hogan
                                                T. J. Hogan
                                                Its Vice President and Secretary