Exhibit 10.03h  
                                        

                                  
                                         Date:   August 14, 1996




     Robert C. Jaudes (as Chairman of the Board, President and Chief
Executive Officer of Laclede Gas Company), and Gerald T. McNeive, Jr. (as
Senior Vice President - Finance of Laclede Gas Company), pursuant to
resolutions adopted by the Board of Directors on August 28, 1986, which
resolutions, among other things, granted to any two executive officers who
hold one of the following offices:  Chairman of the Board; President;
Executive Vice President; or Senior Vice President; the authority to amend
any or all of the benefit plans and/or related trust agreements of the
Company (collectively the "Plans") to the extent such amendments deal with
changes necessary or appropriate:  (1) to comply with, or obtain the benefit
of, applicable laws and/or regulations, as amended from time to time; (2) to
reflect minor or routine administrative factors; (3) to clarify the meaning
of any of the provisions of the Plans; and/or (4) to evidence changes in
then existing Plans to reflect the interrelationship thereof with newly
adopted Plans or amendments to Plans, which newly adopted Plans or
amendments affect the terms of such other then existing Plans; do hereby
amend the Employees' Retirement Plan of Laclede Gas Company - Management
Employees as set forth in the attached exhibit, such amendment to be
effectuated and evidenced by our signatures on said exhibit.


























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               AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF
                 LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES
               -----------------------------------------------

1.    The first and second sentences of Section 1.1.10. are amended,
      effective, March 6, 1979, to read as follows:

      "Normal Compensation" for any Employee during any period means the
      wages, salary or commissions actually received by him for working      
      time during such period plus any salary amounts deferred by said       
      Employee under the Laclede Gas Company Salary Deferral Savings Plan,   
      as the same may be hereafter amended, supplemented or replaced, but    
      exclusive of any profit sharing distributions or any other special     
      payments.  "Normal Compensation" shall include any compensation paid   
      for overtime, sick leave, vacation or holiday allowances, or civic     
      duty allowance.

2.    Section 3.5 is amended in its entirety, effective October 1, 1996, to
      read as follows:

      Section 3.5 - Transfers; Total Accrued Benefit 
      ----------------------------------------------
      If an Employee has Years of Credited Service under this Plan and the   
      Contract Plan, his total Accrued Benefit is equal to the sum of A.     
      plus B.:

      A.    For each Year of Credited Service under this Plan, the Accrued
            Benefit defined in Section 3.4 of this Plan on the basis of the
            Employee's employment history through the last day he or she is
            an Employee as defined in Section 1.1.8. of this Plan or, if
            later, the last day he or she is an "Employee" as defined in
            Section 1.1.8. of the Contract Plan.

      B.    For each "Year of Credited Service" under the Contract Plan,
            earned before transfer to the Management Plan, the additional
            Accrued Benefit that would have been determined under Section    
            3.4 of this Plan if such Contract Plan "Years of Credited        
            Service" had been Management Plan Years of Credited Service.

      For purposes of this Section 3.5, Normal Compensation used to          
      determine the Accrued Benefit defined in Section 3.4 of this Plan      
      shall be modified to exclude compensation for overtime for the period  
      in which the Employee was an "Employee" as defined in Section 1.1.8.   
      of the Contract Plan.


                                    ROBERT C. JAUDES
                         -------------------------------------------
                         Title:     Chairman of the Board, President
                                    and Chief Executive Officer


                                    GERALD T. MCNEIVE, JR.
                         ------------------------------------------
                         Title:     Senior Vice President - Finance
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