(a) On June 17, 2009 the Board of Directors (the "Board") of CONSOL Energy Inc. (the "Company") adopted the Fourth Amended and Restated Bylaws of the Company (the "Bylaws"), effective immediately upon adoption, to supersede and replace the existing bylaws of the Company. Section 2.8 of the Bylaws was amended to require a shareholder to follow additional specific procedures and provide additional information when submitting business to be considered by shareholders at the annual meeting of shareholders and, in particular, in the event a shareholder proposes to nominate for election a director to serve on the Board.
Section 6.7 of the Bylaws was also amended to provide that indemnification rights shall continue for those persons entitled to indemnification under the Company's Bylaws even after such persons have ceased serving in the position which initially entitled them to indemnification and that any bylaw amendment that amends, restricts or otherwise limits an individual's indemnification right shall be prospective in nature only.

The above description is qualified in its entirety by the Bylaws which are attached hereto as Exhibit 3.2 and incorporated herein by reference. Additionally, a copy of the Bylaws, marked to show changes to the former bylaws, is also included as Exhibit 3.2.1 hereto.

(d) Exhibits.

Exhibit 3.2     Fourth Amended and Restated Bylaws of CONSOL Energy Inc.

Exhibit 3.2.1   Fourth Amended and Restated Bylaws of CONSOL Energy Inc. (marked to show
                changes from former bylaws).