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                                                                    Exhibit 3(a)
                              PEOPLES ENERGY CORPORATION

                  CONSIDER AMENDMENTS TO THE BY-LAWS OF THE COMPANY
         After discussion, on motion duly made and seconded, the following
resolutions were unanimously adopted:

                   RESOLVED, That this Board of Directors hereby approves
         amendment to the Company's By-Laws, such amendment to be effective May
         1, 1996 by replacing Section 2.4 of Article II of the By-Laws in its
         entirety with the following:

                   SECTION 2.4.  NOTICE OF MEETINGS.  Written or printed notice
         stating the place, date and hour of each annual or special meeting of
         the shareholders, and, in the case of a special meeting, the purpose
         or purposes for which the meeting is called, shall be given not less
         than 10 nor more than 60 days before the date of the meeting, except
         as otherwise provided in this section or by statute.  Notice of any
         meeting of the shareholders may be waived by any shareholder.  At any
         meeting of the shareholders of the Company, only such business shall
         be conducted as shall have been brought before the meeting (1) by or
         at the direction of the Board of Directors or (2) by any shareholder
         of the Company who is a holder of record at the time of giving the
         notice provided for in this section, who shall be entitled to vote at
         the meeting, and who complies with the notice procedures set forth in
         this section.  For business to be properly brought before a
         shareholders' meeting by a shareholder, timely written notice shall be
         made to the Secretary of the Company.  The shareholder's notice shall
         be delivered to, or mailed and received at, the principal office of
         the Company not less than 60 days nor more than 90 days prior to the
         meeting; provided, however, in the event that less than 70 days notice
         or prior public disclosure of the date of the meeting is given or made
         to shareholders, notice by the shareholder to be timely must be
         received not later than the close of business on the tenth day
         following the day on which the notice of the date of the meeting was
         mailed or the public disclosure was made; provided further however,
         notice by the shareholder to be timely must be received in any event
         not later than the close of business on the seventh day preceding the
         day on


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         which the meeting is to be held.  The shareholder's notice shall set
         forth (1) a brief description of the business desired to be brought
         before the meeting and the reasons for considering the business, and
         (2) (a) the name and address, as they appear on the Company's books,
         of the shareholder, (b) the class and number of shares of capital
         stock of the Company owned by the shareholder, and (c) any material
         interest of the shareholder in the proposed business.  The shareholder
         shall also comply with all applicable requirements of the Securities
         Exchange Act of 1934 (the "1934 Act") and the rules and regulations
         thereunder with respect to the matters set forth in this section.  If
         the chairman of the meeting shall determine and declare at the meeting
         that the proposed business was not brought before the meeting in
         accordance with the procedures prescribed by this section, the
         business shall not be considered.  The notice procedures set forth in
         this section 2.4 do not change or limit any procedures the Company may
         require in accordance with applicable law with respect to the
         inclusion of matters in the Company's proxy statement.

         and

                   RESOLVED FURTHER, That this Board of Directors hereby
         approves amendment to the Company's By-Laws, such amendment to be
         effective May 1, 1996, by replacing Section 3.1 of Article III of the
         By-Laws in its entirety with the following:

                   SECTION 3.1.  NUMBER AND ELECTION.  The business and affairs
         of the Company shall be managed and controlled by a Board of
         Directors, eleven (11) in number, none of whom need to be a
         shareholder, which number may be altered from time to time by
         amendment of these by-laws, but shall never be less than three (3).
         Except as provided in the Articles of Incorporation, the directors
         shall be elected by the shareholders entitled to vote at the annual
         meeting of such shareholders and each director shall be elected to
         serve for a term of one (1) year and thereafter until a successor
         shall be elected and shall qualify.  Only persons who are nominated in
         accordance with the procedures set forth in this section shall be
         eligible to be nominated as directors at any meeting of the
         shareholders of the Company.  At any meeting of the shareholders of
         the Company, nominations of persons for election to the Board of
         Directors may be made (1) by or at


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         the direction of the Board of Directors or (2) by any shareholder of
         the Company who is a holder of record at the time of giving the notice
         provided for in this section, who shall be entitled to vote at the
         meeting, and who complies with the notice procedures set forth in this
         section.  For a nomination to be properly brought before a
         shareholders' meeting by a shareholder, timely written notice shall be
         made to the Secretary of the Company.  The shareholder's notice shall
         be delivered to, or mailed and received at, the principal office of
         the Company no less than 60 days nor more than 90 days prior to the
         meeting; provided, however, in the event that less than 70 days notice
         or prior public disclosure of the date of the meeting is given or made
         to shareholders, notice by the shareholder to be timely must be
         received not later than the close of business on the tenth day
         following the day on which the notice of the date of the meeting was
         mailed or the public disclosure was made; provided further, however,
         notice by the shareholder to be timely must be received in any event
         not later than the close of business on the seventh day preceding the
         day on which the meeting is to be held.  The shareholder's notice
         shall set forth (1) as to each person whom the shareholder proposes to
         nominate for election or reelection as a director, all information
         relating to such person that is required to be disclosed in
         solicitations of proxies for election of directors, or is otherwise
         required by applicable law (including the person's written consent to
         being named as a nominee and to serving as a director if elected), and
         (2) (a) the name and address, as they appear on the Company's books,
         of the shareholder, (b) the class and number of shares of capital
         stock of the Company owned by the shareholder, and (c) a description
         of all arrangements or understandings between the shareholder and each
         nominee and any other person or persons (naming such person or
         persons) pursuant to which the nomination or nominations are to be
         made by the shareholder.  The shareholder shall also comply with all
         applicable requirements of the 1934 Act and the rules and regulations
         thereunder with respect to the matters set forth in this section.  If
         the chairman of the meeting shall determine and declare at the meeting
         that a nomination was not made in accordance with the procedures
         prescribed by this section, the nomination shall not be accepted.


                                                 /s/  E. P. Cassidy
                                                 ------------------
                                                      Secretary