AMENDED AND RESTATED                     EXHIBIT 2
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                             NATIONAL PROPANE, L.P.
 
     The  undersigned  represents  that  it  has  formed  a  limited partnership
on March 13, 1996, pursuant to the Delaware Revised Uniform Limited  Partnership
Act (the 'Act') and that the undersigned has executed this  Amended and Restated
Certificate  in  compliance  with  the  requirements of the Act. The undersigned
further states:
 
          1. The name of the limited partnership is National  Propane  Partners,
             L.P., (the 'Partnership').
 
          2. The address  of the  registered office  of the  Partnership in  the
             State  of Delaware and the name and address of the registered agent
             of the Partnership required to  be maintained by Section 17-104  of
             the Act at such address are as follows:
 


         NAME AND ADDRESS
       OF REGISTERED AGENT           ADDRESS OF REGISTERED OFFICE
  ------------------------------    ------------------------------
 
                                 
  The Corporation Trust Company     Corporation Trust Center
  Corporation Trust Center          1209 Orange Street
  1209 Orange Street                Wilmington, DE 19801
  Wilmington, DE 19801

 
          3. The name and business address of the General Partner is as follows:
 


         GENERAL PARTNER                       ADDRESS
  ------------------------------    ------------------------------
                                 
  National Propane Corporation      Suite 1700, IES Tower
                                    200 First Street, S.E.
                                    Cedar Rapids, Iowa 52401

  National Propane SGP, Inc.        Suite 1700, IES Tower
                                    200 First Street, S.E.
                                    Cedar Rapids, Iowa 52401





 
     WHEREFORE,  the undersigned has executed this Certificate as of 21st day of
June, 1996.
 
                                          GENERAL PARTNERS
                                          NATIONAL PROPANE CORPORATION
 
                                          BY:      /s/ THOMAS E. SCHULTZ
                                             ...................................
                                            NAME: THOMAS E. SCHULTZ
                                            TITLE: VICE PRESIDENT AND TREASURER

                                          NATIONAL PROPANE SGP, INC.
 
                                          BY:      /s/ STUART I. ROSEN
                                             ...................................
                                            NAME: STUART I. ROSEN
                                            TITLE: VICE PRESIDENT AND SECRETARY