EXHIBIT 10(c)

                                             Contract No. 112196


        NATURAL GAS PIPELINE COMPANY OF AMERICA (Natural)
TRANSPORTATION RATE SCHEDULE FTS AGREEMENT DATED November 13,1996
      UNDER SUBPART G OF PART 284 OF THE FERC'S REGULATIONS

1.   SHIPPER is: THE PEOPLES GAS LIGHT AND COKE COMPANY, a LOCAL
     DISTRIBUTION COMPANY.

2.   (a) MDQ totals: 30,000 MMBTU per day.

     (b) Service option selected (check any or all):
       [  ]  LN     [  ]  SW     [  ]  NB

3.   TERM: May 01, 1997 through April 30, 1999.

4.   Service will be ON BEHALF OF: [X] Shipper or [  ] Other:.

5.   The ULTIMATE END USERS are customers within any state in the
     continental U.S.; or (specify state)
     ____________________________________________________

6.   [  ] This Agreement supersedes and cancels a ______
     Agreement dated ______

       [  ] Capacity rights for this Agreement were released
       from Natural's Transportation Rate Schedule Agreement (KT
       #) dated and are subject to any recall/return provisions
       in Natural's Capacity Release Package ID #.

     [X] Service and reservation charges commence the latter of:
          (a) May 01, 1997, and
          (b) the date service hereunder is available on
              Natural's System.

     [  ] Other: ______________________________________________

7.    SHIPPER'S ADDRESSES               NATURAL'S ADDRESSES
                     General Correspondence;
THE PEOPLES GAS LIGHT AND COKE     NATURAL GAS PIPELINE COMPANY
COMPANY                            OF AMERICA
WILLIAM MORROW                     ATTENTION: GAS TRANSPORTATION
130 E. RANDOLPH DRIVE, 22nd FLOOR  SERVICES
CHICAGO, IL 60601-6207             3200 SOUTHWEST FREEWAY   77027-7523
                                   P.O. BOX 283 77001-0283
                                   HOUSTON, TEXAS

        Statements/Invoices/Accounting Related Materials:
THE PEOPLES GAS LIGHT AND COKE     NATURAL GAS PIPELINE
COMPANY                            COMPANY OF AMERICA
PATRICIA GARCIA                    ATTENTION: ACCOUNT SERVICES
130 E. RANDOLPH DRIVE, 23RD FLOOR  701 EAST 22ND STREET
CHICAGO, IL 60601-6207             LOMBARD, ILLINOIS 60148


                                   Payments:
                                   NATURAL GAS PIPELINE
                                   COMPANY OF AMERICA
                                   P.O. BOX 2910
                                   CAROL STREAM,ILLINOIS 60132-2910

                                   FOR WIRE TRANSFER OR ACH:
                                   DEPOSITORY INSTITUTION:
                                   CITIBANK N.A.
                                   ABA ROUTING #: 021000089
                                   ACCOUNT #: 4067-6195
                                        
8.   The above stated Rate Schedule, as revised from time to
     time, controls this Agreement and is incorporated herein.
     The attached Exhibits A, B, and C (for firm service only)
     are a part of this Agreement. NATURAL AND SHIPPER
     ACKNOWLEDGE THAT THIS AGREEMENT IS SUBJECT TO THE PROVISIONS
     OF NATURAL'S FERC GAS TARIFF AND APPLICABLE FEDERAL LAW. TO
     THE EXTENT THAT STATE LAW IS APPLICABLE, NATURAL AND SHIPPER
     EXPRESSLY AGREE THAT THE LAWS OF THE STATE OF ILLINOIS SHALL
     GOVERN THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT
     OF THIS CONTRACT, EXCLUDING, HOWEVER, ANY CONFLICT OF LAWS
     RULE WHICH WOULD APPLY THE LAW OF ANOTHER STATE. This
     Agreement states the entire agreement between the parties
     and no waiver, representation, or agreement shall affect
     this Agreement unless it is in writing. Shipper shall
     provide the actual end user purchaser name(s) to Natural if
     Natural must provide them to FERC.

AGREED TO BY:
NATURAL GAS PIPELINE COMPANY       THE PEOPLES GAS LIGHT AND
OF AMERICA                         COKE COMPANY
"Natural"                          "Shipper"

By:     /s/ Stephen G. Weiman      By:     /s/ T. M. Patrick

Name: Stephen G. Weiman            Name:  T. M. Patrick

Title:Vice President               Title:Executive Vice President


                            EXHIBIT A
                    DATED:  November 13, 1996
                  EFFECTIVE DATE:  May 01, 1997
                                
COMPANY:  THE PEOPLES GAS LIGHT AND COKE COMPANY
CONTRACT:  112196

RECEIPT POINT/S

                          County/Parish         PIN           MDQ
 Name/Location                  Area     State   No.   Zone (MMBtu/d)

PRIMARY RECEIPT POINT/S

1.LA GLORIA MOBIL/NGPL        JIM WELLS   TX     439    04   5,000
 JIM WELLS AT OR NEAR THE
 TAILGATE OF MOBIL'S
 LA GLORIA GAS PLANT ON
 TRANSPORTER'S LA GLORIA-
 MOBIL LATERAL IN LOT #1,
 SUBD. OF LANDS ADJ. TO
 TOWN OF LA GLORIA, JIM
 WELLS COUNTY, TEXAS.

2.PENNZOIL/NGPL MASTER ZAPATA   ZAPATA     TX    446    04   10,000
 INTERCONNECT WITH PENNZOIL
 OIL COMPANY ON TRANSPORTER'S
 ESCOBAS-LOS MAGATOS LATERAL
 IN THE CERRITO BLANCO SURVEY,
 A-73, ZAPATA COUNTY, TEXAS.

3.TRANSAM/NGPL NE THMPSNVLLE    JIM HOGG    TX   1041    04  15,000
 JIM HOGG INTERCONNECT WITH
 TRANSAMERICAN GAS TRANSMISSION
 CORPORATION IN BLOCK 4, "LAS
 ANIMAS" HEIRS OF FELIPE DE LA PENA
 SURVEY, JIM HOGG COUNTY, TEXAS.

SECONDARY RECEIPT POINT/S

      All secondary receipt point, and the related priorities and
volumes,  as provided under the Tariff provisions governing  this
Agreement.

RECEIPT PRESSURE, ASSUMED ATMOSPHERIC PRESSURE

      Natural  gas  to  be delivered to Natural  at  the  Receipt
Point/s  shall  be  at  a delivery pressure sufficient  to  enter
Natural's  pipeline  facilities at the pressure  maintained  from
time to time, but Shipper shall not deliver gas at a pressure  in
excess  of the Maximum Allowable Operating Pressure (MAOP) stated
for each Receipt Point. The measuring party shall use or cause to
be  used  an  assumed atmospheric pressure corresponding  to  the
elevation at such Receipt Point/s.
                       EXHIBIT A (CONT'D)
                     DATED November 13, 1996
                  EFFECTIVE DATE: May 01, 1997

COMPANY: THE PEOPLES GAS LIGHT AND COKE COMPANY
CONTRACT: 112196

RATES

       Except   as  provided  to  the  contrary  in  any  written
agreement(s)  between  the  parties in  effect  during  the  term
hereof, Shipper shall pay Natural the maximum rate and all  other
lawful   charges  as  specified  in  Natural's  applicable   rate
schedule.

FUEL GAS AND GAS LOST AND UNACCOUNTED FOR PERCENTAGE (%)

     Shipper will be assessed the applicable percentage for Fuel
Gas and Gas Lost and Unaccounted For.

TRANSPORTATION OF LIQUIDS

      Transportation  of  liquids may occur at  permitted  points
identified  in Natural's current Catalog of Receipt and  Delivery
Points,  but  only  if  the parties execute  a  separate  liquids
agreement.


                            EXHIBIT B
                    DATED:  November 13, 1996
                  EFFECTIVE DATE:  May 01, 1997
                                
COMPANY:  THE PEOPLES GAS LIGHT AND COKE COMPANY
CONTRACT:  112196

DELIVERY POINT/S

                          County/Parish         PIN           MDQ
 Name/Location                 Area     State   No.   Zone (MMBtu/d)

PRIMARY DELIVERY POINT/S

1.PGLC/NGPL ROGERS PARK COOK     COOK    IL     4174   06    30,000
 INTERCONNECT WITH THE PEOPLES
 GAS LIGHT AND COKE COMPANY ON
 TRANSPORTER'S HOWARD STREET
 LINE IN SEC. 36-T41N-R13E, COOK,
 COUNTY, ILLINOIS.

SECONDARY DELIVERY POINT/S

      All  secondary delivery points, and the related  priorities
and  volumes,  as provided under the Tariff provisions  governing
this Agreement.

DELIVERY PRESSURE, ASSUMED ATMOSPHERIC PRESSURE

Natural  gas  to  be  delivered by Natural  to  Shipper,  or  for
Shipper's  account,  at  the Delivery Point/s  shall  be  at  the
pressure available in Natural's pipeline facilities from time  to
time.  The  measuring party shall use or cause  to  be  used  an
assumed  atmospheric pressure corresponding to the  elevation  at
such Delivery Point/s.

                            EXHIBIT C
                     DATED November 13, 1996
                  EFFECTIVE DATE: May 01, 1997

COMPANY: THE PEOPLES GAS LIGHT AND COKE COMPANY
CONTRACT: 112196

  Pursuant  to  Natural's tariff, an MDQ exists for each  primary
transportation  path segment and direction under  the  Agreement.
Such  MDQ  is the maximum daily quantity of gas which Natural  is
obligated   to  transport  on  a  firm  basis  along  a   primary
transportation path segment.

  A  primary  transportation path segment is the path  between  a
primary  receipt,  delivery, or node point and the  next  primary
receipt,  delivery, or node point. A node point is the  point  of
interconnection  between  two  or  more  of  Natural's   pipeline
facilities.

  A  segment is a section of Natural's pipeline system designated
by  a segment number whereby the Shipper under the terms of their
agreement  based on the points within the segment  identified  on
Exhibit C has throughput capacity rights.

  The   segment   numbers  listed  on  Exhibit  C  reflect   this
Agreement's path corresponding to Natural's most recent  Pipeline
System  Map  which  identifies segments and  their  corresponding
numbers. All information provided in this Exhibit C is subject to
the actual terms and conditions of Natural's Tariff.

                                

                            EXHIBIT C
                     DATED November 13, 1996
                  EFFECTIVE DATE: May 01, 1997

COMPANY: THE PEOPLES GAS LIGHT AND COKE COMPANY
CONTRACT: 112196

  Segment         Upstream    Forward/Backward  Flow Through
  Number          Segment   -Haul (Contractual)   Capacity
  
  18                   0               F               0

  20                  18               F          25,000

  22                  20               F          30,000

  26                  22               F          30,000

  27                  26               F          30,000

  28                  27               F          30,000

  30                  28               F          30,000