Exhibit 10.3

Ronald L. Krutzman
Treasurer and
Assistant Secretary


                                     January 20, 2000


Bank of America, N.A.
100 North Tryon St., 16th Floor
NC1-007-16-13
Charlotte, NC  28255
Attention:  Shelly Schoenfeld

    Re:  $10,000,000 Committed Line of Credit

Gentlemen:

    In order to provide a line of credit primarily for commercial paper
backup and for other general corporate purposes, Laclede Gas Company (the
"Borrower") is asking Bank of America, N.A., formerly known as NationsBank,
N.A. (the "Bank") to make available to the Borrower from January 31, 2000
until January 31, 2001 (the "Termination Date"), a committed line of credit
in the amount of $10,000,000.  This letter outlines the terms and conditions
of this committed line of credit.

    The Borrower shall pay to the Bank a nonrefundable commitment fee equal
to 5.0 basis points (0.05%) per annum calculated on the unused amount of
this committed line of credit, from time to time.  The commitment fee shall
be (i) calculated on a daily basis, and (ii) due and payable quarterly in
arrears on March 31, June 30, September 30 and December 31, 2000 and on the
Termination Date.  The commitment fee shall be calculated on the basis of a
365-day year and actual days elapsed.

    If the Borrower wishes to request advances under this line of credit
("Advances"), it shall first satisfy all conditions precedent under this
commitment letter, including but not limited to the execution and delivery
to the Bank of a promissory note or notes ("Notes") in form and substance
satisfactory to the Bank, which will include other standard material terms
including events of default.  Notes issued under this commitment letter
shall mature not more than three (3) months from the date of execution, and
no Advance evidenced thereby shall have a maturity of more than three (3)
months.

    Each Advance shall bear interest at the applicable rate requested by the
Borrower in its notice of borrowing to be given to the Bank substantially in
the form, and in accordance with the dates and times, required by Section
2.02 and other relevant provisions of the $120,000,000 Loan Agreement dated
as of October 22, 1999, between the Borrower, Mercantile Bank National
Association as Agent for the banks thereunder, and the banks party thereto
(including Bank of America, N.A. as a bank and syndication agent), as






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modified, amended or supplemented from time to time (the "Syndicated Loan
Agreement").  The Borrower may request Advances under this committed line of
credit to bear interest at the "Floating Rate" or the "LIBOR Rate" as
defined and provided in the Syndicated Loan Agreement, and all such
applicable provisions of the Syndicated Loan Agreement are hereby
incorporated by reference for purposes of this commitment letter, including
and subject to the following provisions:

    (i)    If the Bank ceases to be a party to the Syndicated Loan
Agreement, or the Syndicated Loan Agreement is terminated, cancelled or
accelerated, or the "Revolving Credit Commitment" or other facility provided
thereunder is terminated or suspended, then the interest rate options
described above shall no longer be effective or available hereunder, and the
Advances hereunder shall thereafter commence to accrue interest at a rate of
interest per annum quoted to the Borrower by the Bank and accepted by the
Borrower from such date forward, subject to other acceleration or
termination of this line of credit.

    (ii)   Subject to the maximum maturity of three (3) months for any
Advances, the Borrower may select the interest period and maturity of
Advances hereunder in accordance with Sections 2.02, 2.04 and 2.05 of the
Syndicated Loan Agreement, and all interest on Advances shall be computed in
accordance with Section 2.06 thereof.

    (iii)  In addition, the following Sections of the Syndicated Loan
Agreement are also incorporated herein by reference, mutatis mutandis, for
all purposes of this committed line of credit:  Sections 2.10, 2.11, 2.12,
2.13, 2.14, 2.15 and 2.16.

    (iv)   All references to "the Agent" or "the Agent and each Bank" in the
sections incorporated herein from the Syndicated Loan Agreement shall be
deemed changed to read "the Bank" for purposes hereof.  All applicable
defined terms and definitions contained in the Syndicated Loan Agreement are
also incorporated herein by reference, mutatis mutandis, as necessary to
carry out the Sections otherwise incorporated herein.

    The Borrower may, upon at least one business day's notice to the Bank,
prepay any Advance in whole at any time, or from time to time in part;
provided, that the Borrower shall at the time of prepayment compensate the
Bank for any actual loss, cost or expense that the Bank incurs as a result
of such prepayment.

    Further conditions precedent.  The making of each Advance  hereunder is
also subject to:  (i) the Borrower's execution and delivery to the Bank of
the Notes as provided above, and such evidence of the Borrower's corporate
power and authority for the Notes and Advances as the Bank may request; (ii)
all representations and warranties made by the Borrower and set forth in
Section 4 of the Syndicated Loan Agreement shall be true and correct in all
material respects on and as of the date of such Advance as if made on and as
of the date of such Advance; and (iii) the absence of any material adverse
change since September 30, 1999 in the properties, assets, liabilities,
business, operations, prospects, income or condition (financial or
otherwise) of the Borrower and its Subsidiaries taken as a whole.






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    The Bank may terminate this agreement at anytime if the Bank determines
in good faith, that it is not satisfied with the Borrower's condition,
business operations or performance, financial or otherwise.

    It is understood that any loans obtained by any subsidiary of the
Borrower, whether or not they are guaranteed by the Borrower, are excluded
from the scope of this agreement and shall not be charged against the line
of credit described above.

    Nothing in this commitment letter is intended to alter the arrangements
set forth in the Syndicated Loan Agreement, between the Borrower, the agent
or the banks party thereto, or the availability of certain "Loans"
thereunder from the Bank on the terms set forth in such agreement.

    If the foregoing is acceptable to the Bank, will you kindly sign in the
space indicated below to evidence this agreement between us.

                                 Yours very truly,

                                 LACLEDE GAS COMPANY


                                 By: s/ Ronald L. Krutzman
                                     Treasurer & Assistant Secretary



Accepted and Agreed to:

BANK OF AMERICA, N.A.


By: s/Michael A. Schonfeld
Title: Vice President

























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