EXHIBIT 10(d)

                                      SERVICE PACKAGE NO. 19346
                                            AMENDMENT NO. 0

                FIRM GAS TRANSPORTATION AGREEMENT
           (For Use Under Rate Schedule FT-A or FT-G )

THIS  AGREEMENT  is made and entered into as of the  1st  day  of
November,  1997,  by  and  between  MIDWESTERN  GAS  TRANSMISSION
COMPANY,  a  Delaware  Corporation, hereinafter  referred  to  as
"Transporter"  and  PEOPLES GAS LIGHT &  COKE  CO.,  an  ILLINOIS
Corporation,  hereinafter referred to as  "Shipper."  Transporter
and Shipper shall be collectively referred to as "Parties."

                           WITNESSETH:

That,  in  consideration  of  the  premises  and  of  the  mutual
agreements  herein contained, Transporter and  Shipper  agree  as
follows:

                     ARTICLE I - DEFINITIONS

The definitions found in Article 1 of Transporter's General Terms
and Conditions are incorporated herein by reference.

                   ARTICLE II - TRANSPORTATION

Transportation Service - Transporter agrees to accept and receive
daily,  on  a  firm  basis, at Eligible  Receipt  Point(s),  from
Shipper  or for Shipper's account such quantity of gas as Shipper
makes available up to the Transportation Quantity and deliver  to
or  for the account of Shipper to authorized Delivery Point(s) an
equivalent quantity of gas.

           ARTICLE III- POINTS OF RECEIPT AND DELIVERY
                    AND ASSOCIATED PRESSURES

3.1  The  Primary Point(s) of Receipt and Delivery shall be those
     points specified on Exhibit A attached hereto. Shipper shall
     have  access  to  secondary receipt and delivery  points  as
     specified  in  the applicable rate schedule (FT-A  or  FT-G)
     pursuant  to  which Shipper's volumes are being transported.
     Priority of transportation to such secondary points shall be
     determined  in  accord with Article III  Section  5  of  the
     General Terms and Conditions of Transporter's tariff.

3.2  Shipper  may  request  a  change to the  Primary  Points  of
     Receipt  and/or Primary Points of Delivery provided in  this
     Agreement  by  submitting to Transporter a  Service  Request
     Form  in  accord with Article XXV of the General  Terms  and
     Conditions  of  Transporter's FERC Gas Tariff.  Priority  of
     transportation service to such additional Points of  Receipt
     and/or Delivery shall be determined pursuant to Article III,
     Section 5 of the General Terms and Conditions.

3.3  Shipper  shall  deliver,  or  cause  to  be  delivered,   to
     Transporter the gas to be transported hereunder at pressures
     sufficient to deliver such gas into Transporter's system  at
     the  Receipt  Point(s),  provided such  pressure  shall  not
     exceed  Transporter's maximum allowable operating  pressure.
     Transporter shall deliver

                                      SERVICE PACKAGE NO. 19346
                                            AMENDMENT NO. 0

                FIRM GAS TRANSPORTATION AGREEMENT
           (For Use Under Rate Schedule FT-A or FT-G )


     the gas to be transported hereunder to or for the account of
     Shipper at the pressures existing in Transporter's system at
     the Delivery Point(s).

                    ARTICLE IV - FACILITIES

All facilities are in place to render the service provided for in
this Agreement.

                           or

(If  facilities  are  contemplated to  be  constructed,  a  brief
description of the facilities will be included, as well as who is
to construct, own and/or operate such facilities.)

  ARTICLE V - QUALITY SPECIFICATIONS AND STANDARDS FOR
  MEASUREMENTS

For  all gas received, transported, and delivered hereunder,  the
Parties  agree  to the quality specifications and  standards  for
measurement  as provided for in the General Terms and  Conditions
of   Transporter's   FERC  Gas  Tariff.  Transporter   shall   be
responsible  for the operation of measurement facilities  at  the
Delivery Point(s) and at the Receipt Point(s). In the event  that
measurement facilities are not operated by Transporter, then  the
responsibility for operations shall be deemed to be that  of  the
Balancing  Party at such point.    If measurement facilities  are
not  operated by Transporter and there is no Balancing  Party  at
such  point,  then  the responsibility for  operations  shall  be
deemed to be Shipper's.

                 ARTICLE VI - RATES FOR SERVICE

6.1  Transportation Charge - Commencing on the date of the rates,
     charges and surcharges to be paid by Shipper to Transporter,
     including compensation for system fuel and losses, shall  be
     in  accordance with Transporter's applicable effective  Rate
     Schedule (FT-A or FT-G) and the General Terms and Conditions
     of Transporter's Tariff.

6.2  Incidental  Charges  -  Upon execution  of  this  Agreement,
     Shipper  agrees  to  pay  Transporter  for  all  known   and
     anticipated  filing fees, reporting fees or similar  charges
     required  for  the  rendition of the transportation  service
     provided  for  herein. Further, Shipper agrees to  reimburse
     Transporter for all such fees within thirty (30) days  after
     receiving proof of payment from Transporter.

6.3  Changes   in  Rates  and  Charges  -  Shipper  agrees   that
     Transporter shall have the unilateral right to file with the
     appropriate regulatory authority and make changes effective in
     (a)  the rates, charges, terms and conditions applicable  to
     service pursuant to the Rate Schedule under which this service is
     rendered, (b) the Rate Schedule(s) pursuant to which service
     hereunder is rendered, and (c)any provisions of the General Terms
     and Conditions in Transporter's FERC Gas Tariff applicable to
     those Rate Schedules, as such Tariff may be revised or replaced
     from time to time. Transporter agrees that Shipper may


                                      SERVICE PACKAGE NO. 19346
                                            AMENDMENT NO. 0

                FIRM GAS TRANSPORTATION AGREEMENT
           (For Use Under Rate Schedule FT-A or FT-G )

     protest  or contest the aforementioned filings, or may  seek
     authorization  from duly constituted regulatory  authorities
     for  such  adjustment  of Transporter's  existing  FERC  Gas
     Tariff as may be found necessary to assure Transporter  just
     and reasonable rates.

       ARTICLE VII - RESPONSIBILITY DURING TRANSPORTATION

As  between the Parties hereto, it is agreed that from  the  time
gas  is  delivered  by  Shipper to  Transporter  at  the  Receipt
Point(s) and prior to delivery of such gas to or for the  account
of  Shipper at the Delivery Point(s), Transporter shall have  the
unqualified  right to commingle such gas with other  gas  in  its
system  and shall have the unqualified right to handle and  treat
such gas as its own.

              ARTICLE VIII - BILLINGS AND PAYMENTS

Billings and payments under this Agreement shall be in accordance
with the terms and conditions of Transporter's FERC Gas Tariff as
such Tariff may be revised or replaced from time to time.

  ARTICLE IX - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS

This  Agreement  and  all  terms  and  provisions  contained   or
incorporated  herein are subject to the effective  provisions  of
Transporter's applicable Rate Schedule(s) as set forth on Exhibit
A and Transporter's General Terms and Conditions on file with the
FERC,  or other duly constituted authorities having jurisdiction,
as  the  same may be changed or superseded from time to  time  in
accordance with the rules and regulations of the FERC, which Rate
Schedule(s) and General Terms and Conditions are incorporated  by
reference.  To the extent a term or condition set forth  in  this
Contract  is  inconsistent with the General Terms and Conditions,
the  General  Terms and Conditions shall govern. Furthermore,  to
the  extent  a  term or condition set forth in this  Contract  is
inconsistent with the applicable Rate Schedule, the Rate Schedule
shall  govern unless the relevant provision is inconsistent  with
General Terms and Conditions.

                     ARTICLE X - REGULATION

10.1 This Agreement shall be subject to all applicable and lawful
     governmental statutes, orders, rules, and regulations and is
     contingent  upon  the  receipt  and  continuation   of   all
     necessary regulatory approvals or authorizations upon  terms
     acceptable to Transporter. This Agreement shall be void  and
     of  no force and effect if any necessary regulatory approval
     or authorization is not so obtained or continued.

     All Parties hereto shall cooperate to obtain or continue all
     necessary approvals or authorizations, but no Party shall be
     liable  to any other Party for failure to obtain or continue
     such approvals or authorizations.

                                      SERVICE PACKAGE NO. 19346
                                            AMENDMENT NO. 0

                FIRM GAS TRANSPORTATION AGREEMENT
           (For Use Under Rate Schedule FT-A or FT-G )
                                
10.2 The   transportation  service  described  herein  shall   be
     provided  subject  to  Part  284,  Subpart  G  of  the  FERC
     regulations.

10.3 In  the event the Parties are unable to obtain all necessary
     and   satisfactory  regulatory  approvals  for  service   on
     facilities prior to the expiration of two (2) years from the
     effective  date  hereof,  then, prior  to  receipt  of  such
     regulatory  approvals,  either  Party  may  terminate   this
     Agreement  by  giving the other Party at least  thirty  (30)
     days  prior  written notice, and the respective  obligations
     hereunder, except for the provisions of Section 6.2  herein,
     shall be of no force and effect from and after the effective
     date of such termination.

                     ARTICLE XI - WARRANTIES

Shipper  agrees to indemnify and hold Transporter  harmless  from
all  suits, actions, debts, accounts, damages, costs, losses, and
expenses  (including reasonable attorneys fees) arising  from  or
out of breach of any warranty, express or implied, by the Shipper
herein. Transporter shall not be obligated to provide or continue
service hereunder in the event of any breach of warranty.

                 ARTICLE XII - TERM OF AGREEMENT

12.1 This  Agreement shall become effective on the  date  of  its
     execution, and shall be implemented no later than the  first
     day  of  the  month  following the  later  of  the  date  of
     execution  or the completion of any necessary facilities  on
     Transporter's  system and shall remain  in  full  force  and
     effect   until  the  31st  day  of  March,  1998,  ("Primary
     Term")and will terminate on that date.

12.2 Any portions of this Agreement necessary to resolve or cash-
     out imbalances under this Agreement upon its termination, as
     required   by   the   General  Terms   and   Conditions   of
     Transporter's FERC Gas Tariff, shall survive the other parts
     of this Agreement until such time as such balancing has been
     accomplished.

12.3 In  addition to any other remedy Transporter may have,  this
     Agreement will terminate automatically in the event  Shipper
     fails  to  pay  all  of the amount of any bill  for  service
     rendered by Transporter hereunder when that amount  is  due,
     provided  Transporter shall give Shipper thirty days  notice
     prior to any termination of service.    Service may continue
     hereunder   if   within  the  thirty   day   notice   period
     satisfactory assurance of payment is made in accord with the
     terms and conditions of Article VI of the General Terms  and
     Conditions of Transporter's FERC Gas Tariff.

                                   SERVICE  PACKAGE   NO.19346
                                               AMENDMENT NO.  0

                FIRM GAS TRANSPORTATION AGREEMENT
              (For Use Rate Schedule FT-A or FT-G)

                     ARTICLE XIII - NOTICES
                                
Except  when notice is required through Transporter's  Electronic
Bulletin Board, any notice, request, demand, statement,  or  bill
provided  for  in this Agreement or any notice that either  Party
may  desire  to  give  to the post office address  of  the  Party
intended to receive the same as follows::

TRANSPORTER:   MIDWESTERN GAS TRANSMISSION COMPANY
               P.O. Box 2511
               Houston, Texas 77252-2511

               Attention:  Transportation Marketing

SHIPPER:

NOTICES:       PEOPLES GAS LIGHT & COKE CO
               130 East Randolph Drive
               22ND Floor
               Chicago, IL 60601-6207

               Attention:  Raulando C. deLara

BILLING:       PEOPLES GAS LIGHT & COKE CO
               130 East Randolph Drive
               22ND Floor
               Chicago, IL 60601-6207

               Attention:  Raulando C. deLara

or to such other address as either Party may designate by written
notice to the other.

                    ARTICLE XIV - ASSIGNMENTS

14.1 Either  Party  may assign or pledge this Agreement  and  all
     rights and obligations hereunder under the provisions of any
     mortgage,  deed  of  trust, indenture, or  other  instrument
     which  it  has executed or may execute hereafter as security
     for indebtedness.  Either Party, without relieving itself of
     its  obligation under this Agreement, may assign any of  its
     rights  hereunder to a company with which it is  affiliated.
     Otherwise, Shipper shall not assign this Agreement or any of
     its  rights and obligations hereunder, except in accord with
     Article   XXI  of  the  General  Terms  and  Conditions   of
     Transporter's Tariff.

14.2 Any person or entity that succeeds by purchase, merger, or
     consolidation to the properties, substantially or as an
     entirety, of either Party hereto shall be entitled to the
     rights and shall be subject to the obligations of its
     predecessor in interest under this Agreement.

                   ARTICLE XV - MISCELLANEOUS

                                          
                                      SERVICE PACKAGE NO. 19346
                                            AMENDMENT NO. 0

                FIRM GAS TRANSPORTATION AGREEMENT
           (For Use Under Rate Schedule FT-A or FT-G )

15.1 Except for changes specifically authorized pursuant to  this
     Agreement, no modification of or supplement to the terms and
     conditions hereof shall be or become effective until Shipper
     has  submitted  a  request for change through  Transporter's
     Electronic  Bulletin  Board and Shipper  has  been  notified
     through   Transporter's   Electronic   Bulletin   Board   of
     Transporter's agreement to such change.

15.2 No  waiver by any Party of any one or more defaults  by  the
     other  in the performance of any provision of this Agreement
     shall  operate  or be construed as a waiver  of  any  future
     default  or  defaults, whether of a like or of  a  different
     character.

15.3 The  interpretation and performance of this agreement  shall
     be  in  accordance with and controlled by the  laws  of  the
     State  of  Texas, without regard to Choice of  Law  doctrine
     that refers to the laws of another jurisdiction.

15.4 Exhibit   A  attached  hereto  is  incorporated  herein   by
     reference add made a part of this agreement  purposes.

15.5 If  any  provision  of this Agreement is declared  null  and
     void,  or  voidable,  by a court of competent  jurisdiction,
     then  that  provision  will  be  considered  severable    at
     Transporter's  option  and  if the  severability  option  is
     exercised,  the remaining provisions of the Agreement  shall
     remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
     to  be  duly  executed  as  of the  date  first  hereinabove
     written.

MIDWESTERN GAS TRANSMISSION COMPANY


BY:  /s/ J. P. Dickerson
     J. P. Dickerson
     Agent and Attorney-in-Fact

Date:    9/23/97
     
PEOPLES GAS LIGHT & COKE CO.


BY:  /s/ W. E. Morrow
     
Title: Vice President
     
Date: August 25, 1997

<TABLE>
<CAPTION>

                          GAS TRANSPORTATION AGREEMENT
                       (For Use Under FT-A Rate Schedule)
                                        
                                   EXHIBIT "A"
                  AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
                             DATED November 1, 1997
                                     BETWEEN
                       MIDWESTERN GAS TRANSMISSION COMPANY
                                       AND
                           PEOPLES GAS LIGHT & COKE CO
                                        

PEOPLES GAS LIGHT & COKE CO
EFFECTIVE DATE OF AMENDMENT:  November 1, 1997
RATE SCHEDULE:  FT-A
SERVICE PACKAGE:  19346
SERVICE PACKAGE TQ:  53,410 Dth

METER METER NAME             INTERCONNECT PARTY NAME  COUNTY        ST ZONE R/D LEG  METER-TQ BILLABLE-TQ
<S>    <C>                   <C>                      <C>           <C> <C>  <C>      <C>        <C>                     
                                                                                        
017024 MGT PURCHASE (Bi 2-   MIDWESTERN GAS           SUMMER        TN  01   R        53,410     53,410
       7086 Dual             TRANSMISSION CO
                                                                                            
                                                                         Total        53,410     53,410
                                                                         Receipt
                                                                         TQ:
                                                                                            
027062 PEOPLES-UNION HILL    PEPLES GAS LIGHT & COKE  WILL          IL  01   D        53,410     53,410
       SALES                 CO

NUMBER OF RECEIPT POINTS AFFECTED:  1
NUMBER OF DELIVERY POINTS AFFECTED:  1

Note:  Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date.

</TABLE>