
                                                                   Exhibit 3(b)


                                    BYLAWS

                                      OF

                              RGC RESOURCES, INC.




                                      

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                                    BYLAWS
                                      OF
                              RGC RESOURCES, INC.

                                   ARTICLE I


STOCKHOLDERS

      Section 1. The stockholders of this corporation shall be those who appear
on the books of the corporation as holders of one or more shares of any class of
stock of the corporation.

      Section 2. The annual meeting of the stockholders shall be held annually
on the fourth Monday in January of each year, if not a legal holiday, and if a
legal holiday, then on the next succeeding day not a legal holiday, at such
place and at such hour as may be provided by the Board of Directors or in the
stated notice of the meeting.

      At such annual meetings there shall be an election of directors for the
ensuing year and the transaction of any business which may properly come before
the meeting.

      If in any year the annual meeting shall not be held at the time designated
herein, a meeting shall be held as soon as practicable after the time designated
for the holding of the annual meeting and upon the same notice as required for
an annual meeting, at which time directors shall be elected and such other
business may be transacted as might have been transacted at the annual meeting.

      Notice of meetings of stockholders shall be given to the extent and in the
manner required by the Virginia Stock Corporation Act, as it may be amended from
time to time hereafter (said Act being hereinafter sometimes called the "Act"),
and notice of either stockholders' meetings or directors' meetings may be waived
to the extent and in the manner provided in the Act.

      Section 3. Special meetings of the stockholders may be called by the
President, the Board of Directors, or by holders of not less than one-tenth of
all the shares entitled to vote at the meeting, or otherwise as may be required
by the Articles of Incorporation.

      Section 4. Any action required under the law of Virginia to be taken at a
meeting of the stockholders of the corporation, or any action which may be taken
at a meeting of the stockholders, may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all the
stockholders entitled to vote with respect to the subject matter thereof.

      Such consent shall have the same force and effect as a unanimous vote of
stockholders and may be stated as such in any article or document filed with the
State Corporation Commission or others.

      Section 5. For the purpose of determining stockholders entitled to notice
of or to vote at any meeting of stockholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case seventy days. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than seventy
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken.

      Section 6. Unless otherwise provided in the Articles of Incorporation, a
majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the stockholders. If a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote on 


                                
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the subject matter shall be the act of the stockholders, unless the vote of
a greater number or voting by classes is required under the applicable law of
Virginia or the Articles of Incorporation, and except that in elections of
directors those receiving the greatest numbers of votes shall be deemed elected,
even though not receiving a majority. Less than a quorum may adjourn.

      Section 7. Each outstanding share, regardless of class, shall be entitled
to one vote on each matter submitted to a vote at a meeting of the stockholders,
except to the extent that the voting rights of the shares of any class or
classes are limited or denied by the Articles of Incorporation as permitted by
the Act, and except as the Articles of Incorporation may confer on the holders
of shares of any particular class or series the right to more than one vote per
share, either generally or on particular matters. Where the Articles of
Incorporation confer the right to more or less than one vote per share, any
requirement in the Act for the affirmative vote of a specified proportion of the
shares shall be deemed to refer to a like proportion of the votes eligible to be
cast.

      A stockholder may vote either in person or by proxy executed in writing by
the stockholder or by his duly authorized attorney in fact and shall have one
vote for each share of stock which he is entitled to vote at such meeting. At
each election for directors, every stockholder entitled to vote at such election
shall have the right to vote in person or by proxy the number of shares owned by
him for as many persons as there are directors to be elected at that time and
for whose election he has a right to vote.

      Shares of stock of other corporations owned by this corporation may be
voted in person by the President or a Vice President or by proxy executed by the
President or a Vice President; provided, however, the Board of Directors may by
resolution revoke such authority from time to time and thereby designate some
other agent, attorney-in-fact, or proxy to vote such shares.

      Section 8. All meetings of the stockholders shall be presided over by the
chairman of the Board of Directors, if such office is filled, or, if there is no
such officer or in the absence or inability to act of the chairman of the Board,
by the President, or, if the chairman of the Board, if any, and the President
are absent or unable to act, by the most senior Vice President present at the
meeting, but if none of the foregoing is present and able to act, a chairman
shall be elected by the meeting. Such meetings shall be attended by the
Secretary of the corporation, who shall act as secretary of all such meetings if
present. If the Secretary is absent at any meeting, the chairman shall appoint a
secretary of the meeting. The proceedings of all such meetings shall be verified
by the signature of the secretary of the meeting and approved by the chairman.

      Section 9. No business shall be transacted at any meeting of stockholders,
except such business as shall be (a) specified in the notice of meeting given as
provided in this Article; (b) otherwise brought before the meeting by or at the
direction of the Board; or (c) otherwise brought before the meeting by a
stockholder of record of the corporation entitled to vote at the meeting in
compliance with the procedure set forth in this Section. For business to be
brought before a meeting by a stockholder pursuant to (c) above, the stockholder
must have given timely notice in writing to the President of the corporation. To
be timely, a stockholder's notice shall be delivered to, or mailed and received
at, the principal executive offices of the corporation not less than sixty days
nor more than ninety days prior to the meeting; provided, however, in the event
that less than seventy days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting or such public
disclosure was made. Notice shall be deemed to have been given more than seventy
days in advance of an annual meeting of stockholders if the annual meeting is
called on the date indicated by Section 2 of this Article without regard to when
public disclosure thereof is made. Notice of actions to be brought before a
meeting pursuant to (c) above shall set forth, as to each matter the stockholder
proposes to bring before the meeting: (a) a brief description of the business
desired to be brought before the meeting and the reasons for bringing such
business before the meeting; and (b) as to the stockholder giving the notice,
(i) the name and address, as they appear on the corporation's books, of such
stockholder, (ii) the classes and number of shares of the corporation which are
owned of record and beneficially by such stockholder, and (iii) any material
interest of such 


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stockholder in such business other than his interest as a stockholder of
the corporation. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted on a stockholder proposal or nomination except in
accordance with the provisions set forth in this Section. The requirements of
this Section are in addition to any other requirements established by law or
these Bylaws relating to business permitted to be transacted at special
stockholders' meetings. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that any business was not properly brought
before the meeting in accordance with the provisions prescribed by these Bylaws
and, if he should so determine, he shall so declare to the meeting and any such
business not so properly brought before the meeting shall not be transacted.


                                  ARTICLE II

DIRECTORS

      Section 1. The business and affairs of the corporation shall be managed by
the Board of Directors, subject to any requirement of stockholder action made by
the Act or the Articles of Incorporation.

      Section 2. The Board of Directors shall consist of nine members. The
number of directors may be increased or decreased from time to time within the
variable range established by the Articles. At each Annual Meeting of
Stockholders, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the third succeeding annual meeting, and until their successors shall have been
elected and qualified. No decrease in the number of directors shall have the
effect of shortening the term of any incumbent director. The normal retirement
date for directors shall be the date of the Annual Meeting of Stockholders
succeeding the director's 70th birthday.

      Section 3. Any vacancy occurring in the Board of Directors, including a
vacancy resulting from an increase in the number of directors, shall be filled
by the affirmative vote of a majority of the remaining directors, whether or not
a quorum.

      Section 4. A majority of the number of directors fixed by the Bylaws shall
constitute a quorum for the transaction of business. The act of the majority of
the directors present at a meeting, at which a quorum is present, shall be the
act of the Board of Directors.

      Section 5. A meeting of the Board of Directors shall be held immediately
after each annual meeting of the stockholders without other notice than is given
by these Bylaws, at which meeting there shall be elected at least a President, a
Treasurer and a Secretary, who shall hold such offices until the first meeting
of the Board following the next annual meeting of the stockholders and until
their successors are elected and qualify, unless sooner removed by the Board of
Directors.

      The Board shall also annually (or from time to time as may be deemed
desirable) elect one or more Vice Presidents and any other officers and agents
or fill any vacancy as it may deem necessary, who shall hold office until others
are elected and qualify in their stead, subject to removal by the Board at any
time with or without cause.

      Section 6. Meetings of the Board of Directors, regular or special, may be
held at such times and places as it may designate.

      A special meeting may be called at any time by the President or by any
three elected directors.

      Regular meetings of the Board of Directors may be held with or without
notice. Notice of special meetings of the Board of Directors shall be mailed or
telegraphed to each director at least three days prior to the date of the
meeting, or notice may be waived in writing before, at or subsequent to any such
meeting, and the presence of any 


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director at a meeting shall be deemed a waiver of notice of such meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

      Members of the Board of Directors and all committees designated by said
Board of Directors may participate in meetings of such Board or committees by
means of a conference telephone or similar communications equipment whereby all
persons participating in the meeting can hear each other, and participation by
such means shall constitute presence in person at such meeting. When such a
meeting is conducted by means of a conference telephone or similar
communications equipment, a written record shall be made of the action taken at
such meeting.

      Section 7. The Board of Directors may, by resolution adopted by a majority
of the number of directors fixed by these Bylaws, designate two or more
directors to constitute an Executive Committee, which shall have and may
exercise all of the authority of the Board of Directors, except to approve an
amendment to the Articles of Incorporation or a plan of merger or consolidation
or as otherwise restricted by the Act.

      Other committees with limited authority may be designated by a resolution
adopted by a majority of the directors present at a meeting at which a quorum is
present.

      Section 8. The Board of Directors may appoint a Transfer Agent or a
Transfer Agent and Registrar of Transfer and may require all certificates for
each applicable class of stock to be authenticated by the Transfer Agent or by
the Transfer Agent and Registrar, as the case may be, or as the Board may
otherwise direct.

      Section 9. A director may be removed from office only for cause.

      Section 10. Unless otherwise provided by the Articles of Incorporation of
this corporation, any action required by the laws of Virginia to be taken at a
meeting of the directors, or any action which may be taken at a meeting of the
directors or of a committee, may be taken without a meeting if a consent in
writing, setting forth the action, shall be signed either before or after such
action by all of the directors, or all of the members of the committee, as the
case may be. Such consent shall have the same force and effect as a unanimous
vote.


                                  ARTICLE III

OFFICERS - DUTIES AND POWERS

      Section 1. The President shall be elected by the Board of Directors and
shall preside at all meetings of the Board of Directors, unless there shall be a
Chairman of the Board and such officer shall be present, in which event such
Chairman shall so preside. In the absence of the Chairman of the Board of
Directors, if any, the President and all Vice Presidents, a chairman of the
meeting shall be elected by the meeting.

      The President shall ex-officio be a member of all committees, shall sign
all certificates of stock and conveyances of real estate and other instruments
in writing by law requiring the President's signature, and perform such other
duties as may be required of him from time to time by the directors, and shall
have the authority, powers and duties that are usually given such officer.

      Section 2. In the case of the absence of the President or of his inability
to act, his duties shall be performed by any Vice President (in the event of
more than one Vice President, the senior Vice President present and able to act
shall be entitled to do so), who, in that event, shall execute any of the above
powers of the President.


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      Section 3. The Secretary shall attend all meetings of the stockholders and
directors and Executive Committee of the corporation and keep a full and
accurate account of their proceedings in a book to be kept for that purpose.

      He shall, unless and until the Board of Directors appoints another person
or corporation as the Transfer Agent as hereinabove provided, act as the
Transfer Agent of the corporation and maintain the stock books and addresses of
the stockholders of the corporation. He shall be the custodian of the corporate
seal of the corporation and shall fix and attest the seal, as authorized by the
Board of Directors or the Bylaws of this corporation, to all certificates of
stock and such other instruments requiring the seal. He shall also keep such
other books, deeds, contracts and other valuable papers belonging to the
corporation and perform such other duties as may be required of him by the
President, the Board of Directors, or the Executive Committee.

      Section 4. The Treasurer shall have the custody of all monies and
securities of the corporation and shall deposit the same in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors. He shall keep a full and accurate account of the receipts and
disbursements of the corporation in books belonging to the corporation, and
shall disburse the funds of the corporation by check or other warrant to be
signed as prescribed by resolution of the Board of Directors. All books and
papers in his care shall be open to the inspection of the President or any
director, as well as of any person whom the President or Board of Directors may
appoint to examine such books and papers. He shall render such reports to the
President or Board of Directors as may be required of him and shall perform 
such other duties as may be incident to his office or as may be required of him
by the Board of Directors.

      He may be required by the directors at any time to give bond as the
directors may designate.

      Section 5. Any person elected by the Board of Directors as an assistant to
an officer, for example, an Assistant Secretary, shall, unless otherwise
restricted by the Board of Directors and in all cases subordinate to the officer
himself, have and exercise all of the rights, duties, functions and powers of
such officer.

      Section 6. In the event of the absence of any officer of the corporation
or his disqualification or inability to act where provision therefor is not
expressly made by these Bylaws, the President may by written order, or the Board
of Directors may by resolution, delegate the powers of such officer to any other
officer or employee of the corporation.

      Section 7. Any officer or agent may be removed, with or without cause, at
any time whenever the Board of Directors in its absolute discretion shall
consider that the best interests of the corporation would be served thereby. Any
officer or agent appointed otherwise than by the Board of Directors may be
removed, with or without cause, at any time either by the Board of Directors or
by any officer having authority to appoint whenever the Board of Directors of
such appointing officer in its or his absolute discretion shall consider that
the best interests of the corporation will be served thereby.


                                  ARTICLE IV

SEAL

      Section 1. The seal of this corporation shall be as the impression made
below:



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                                   ARTICLE V

CHECKS, DRAFTS, NOTES, ETC.

      Section 1. All checks, drafts, notes and orders for the payment of money
issued by the corporation shall be signed by such person or persons as the Board
of Directors may fromtime to time designate, and any endorsement of such paper
in the ordinary course of business shall be similarly made.


                                  ARTICLE VI

NOTICE

      Section 1. Any notice mailed by the corporation to any director or
stockholder shall be sufficient service of such notice when deposited in the
United States mail, addressed to such stockholder or director at the address
furnished by such stockholder or director to the corporation or its Transfer
Agent, in the event an outside Transfer Agent has been appointed, with postage
thereon prepaid.


                                  ARTICLE VII

STOCK, NOTES, BONDS AND DEBENTURES

      Section 1. The shares of the corporation shall be evidenced by
certificates of each class of stock issued in numerical order, signed by the
President or a Vice President and the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer, or any other officer authorized by these
Bylaws or a resolution of the Board of Directors, and may (but need not) be
sealed with the seal of the corporation or a facsimile thereof. The signatures
of the officers upon a certificate may be facsimiles if the certificate is
countersigned by a Transfer Agent or registered by a Registrar other than the
corporation itself or an employee of the corporation.

      Section 2. On any bond, note or debenture issued by the corporation which
is countersigned or otherwise authenticated by the signature of a trustee, the
signatures of the officers of the corporation and its seal may be facsimiles.

      Section 3. In case any officer who has signed or whose facsimile signature
has been placed upon a stock certificate or a bond, note or debenture shall have
ceased to be such officer before such certificate or other such document is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of its issue.

      Section 4. Transfers of stock shall be made only upon the books of the
corporation (whether maintained by the corporation or by a Transfer Agent, in
the event one is appointed) and only by the person named in the certificate or
by attorney lawfully constituted in writing and, subject to the provisions of
Section 6 hereof, only upon surrender of the certificate therefor. The Board of
Directors may by resolution make reasonable regulations for the transfer of
stock.

      Section 5. Registered stockholders only shall be entitled to be treated by
the corporation as the holders in fact of the stock standing in their respective
names, and the corporation shall not be bound to recognize any equitable or
other claim to or interest in any shares on the part of any other person whether
or not it shall have express or other notice thereof, except as expressly
provided by the laws of Virginia.




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      Section 6. In case of loss or destruction of any certificate of stock,
another may be issued in its place upon proof of such loss or destruction, and
upon the giving of a satisfactory bond of indemnity to the corporation in such
sum as the directors may provide, not exceeding double the value of the stock.


                                 ARTICLE VIII

BOOKS AND RECORDS

      Section 1. The Board of Directors shall determine from time to time
whether, and, if allowed, when and under what conditions and regulations, the
accounts and books of the corporation (except such as may by statute be
specifically open to inspection), or any of them, shall be open to the
inspection of the stockholders, and the stockholders' rights in this respect are
and shall be restricted and limited accordingly.


                                  ARTICLE IX

AMENDMENT OF BYLAWS

      Section 1. These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors; but Bylaws made or adopted by the
Board of Directors may be repealed or changed and new Bylaws made by the
stockholders, and the stockholders may prescribe that any Bylaw made by them
shall not be altered, amended or repealed by the directors.





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