EXHIBIT 3.2 AGREEMENT OF LIMITED PARTNERSHIP OF HILAND HOLDINGS GP, LP

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Exhibit 3.2

AGREEMENT OF
LIMITED PARTNERSHIP OF
HILAND HOLDINGS GP, LP

         THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement"), dated as of May 10, 2006, is entered into and executed by Hiland Partners GP Holdings, LLC, a Delaware limited liability company, in its capacity as general partner of Hiland Holdings GP, LP, and the persons listed on the signature page attached hereto.

ARTICLE I
DEFINITIONS

        The following definitions shall for all purposes, unless otherwise clearly indicated to the contrary, apply to the terms used in this Agreement.

        " Certificate of Limited Partnership " means the Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware as described in the first sentence of Section 2.5, as amended or restated from time to time.

        " Delaware Act " means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such act.

        " General Partner " means Hiland Partners GP Holdings, LLC, a Delaware limited liability company, in its capacity as general partner of the Partnership, and its successors and permitted assigns as general partner of the Partnership.

        " Limited Partner " means Continental Gas Holdings, Inc. a Delaware corporation, and any other limited partner admitted to the Partnership from time to time.

        " Partner " means the General Partner or any Limited Partner.

        " Partnership " means Hiland Holdings GP, LP, a Delaware limited partnership.

        " Percentage Interest " means, with respect to any Partner, the percentage of cash contributed by such Partner to the Partnership as a percentage of all cash contributed by all the Partners to the Partnership.

ARTICLE II
ORGANIZATIONAL MATTERS

        2.1    Formation . Subject to the provisions of this Agreement, the General Partner and the Limited Partner have formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Limited Partner hereby enter into this Agreement to set forth the rights and obligations of the Partnership and certain matters related thereto. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act.

        2.2    Name . The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, "Hiland Holdings GP, LP".

        2.3    Principal Office; Registered Office.

        (a)   The principal office of the Partnership shall be at 205 West Maple, Suite 1100, Enid, Oklahoma 73701 or such other place as the General Partner may from time to time designate. The Partnership may maintain offices at such other places as the General Partner deems advisable.

        (b)   The address of the Partnership's registered office in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the name of the Partnership's registered agent for service of process at such address shall be The Corporation Trust Company.

        2.4    Term . The Partnership shall continue in existence until an election to dissolve the Partnership by the General Partner.

        2.5    Organizational Certificate . A Certificate of Limited Partnership of the Partnership has been filed by the General Partner with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall cause to be filed such other certificates or documents as may be required for the formation, operation and qualification of a limited partnership in the State of Delaware and any state in which the Partnership may elect to do business. The General Partner shall thereafter file any necessary amendments to the Certificate of Limited Partnership and any such other certificates and documents and do all things requisite to the maintenance of the Partnership as a limited partnership (or as a partnership in which the Limited Partners have li