UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                                FORM 10-K

    (Mark One)
       [ X ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                   THE SECURITIES EXCHANGE ACT OF 1934

              For the fiscal year ended September 30, 1998

                                   OR

       [    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

                     Commission File Number 2-26983

                 THE PEOPLES GAS LIGHT AND COKE COMPANY
         (Exact name of registrant as specified in its charter)

              Illinois                                 36-1613900
        (State or other jurisdiction of              (IRS Employer
        incorporation or organization)               Identification No.)

  24th Floor, 130 East Randolph Drive, Chicago, Illinois   60601-6207
             (Address of principal executive offices)      (Zip Code)

  Registrant's telephone number, including area code:    (312) 240-4000

  Securities registered pursuant to Section 12(b) of the Act:   None

  Securities registered pursuant to Section 12(g) of the Act:   None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes [ X ] No [
]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]

State the aggregate market value of the voting stock held by non-
affiliates of the registrant:

  None.

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

     Common Stock, without par value, 24,817,566 shares outstanding at
November 30, 1998.

                   Documents Incorporated by Reference
                                  None

                                CONTENTS

                                                            Page
Item No.                                                     No.

       Part I

  1.   Business                                              3

  2.   Properties                                            7

  3.   Legal Proceedings                                     8

  4.   Submission of Matters to a Vote of Security Holders   8

       Part II

  5.   Market for the Company's Common Stock and Related
           Stockholder Matters                               8

  6.   Selected Financial Data                               9

  7.   Management's Discussion and Analysis of Results
           of Operations and Financial Condition            10

 7A.   Quantitative and Qualitative Disclosures About
           Market Risk                                      16

  8.   Financial Statements and Supplementary Data          17

  9.   Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure              35

       Part III

 10.   Directors and Executive Officers of the Company      35

 11.   Executive Compensation                               37

 12.   Security Ownership of Certain Beneficial Owners and
           Management                                       42

 13.   Certain Relationships and Related Transactions       43

       Part IV

 14.  Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K                               43

Signatures                                                  45

Exhibit Index                                               46

                 The Peoples Gas Light and Coke Company

                       ANNUAL REPORT ON FORM 10-K

                  FISCAL YEAR ENDED SEPTEMBER 30, 1998

                                 PART I

ITEM 1.  BUSINESS

GENERAL

   The Peoples Gas Light and Coke Company (Company) is a corporation
created by a special act of the General Assembly of the State of Illinois
(State), approved February 12, 1855, as amended on February 7, 1865.

   The Company, an operating public utility, is engaged primarily in the
purchase, storage, distribution, sale, and transportation of natural gas.
It has approximately 833,000 residential, commercial, and industrial
retail sales and transportation customers within the City of Chicago
(City).  The Company had 2,546 employees at September 30, 1998.

   At September 30, 1998, the common stock of the Company and of its
utility affiliate, North Shore Gas Company (North Shore Gas), was wholly
owned by Peoples Energy Corporation (Peoples Energy).

COMPETITION AND DEREGULATION

   The Company is authorized by statute and/or certificates of public
convenience and necessity to conduct operations in the territory that it
serves.  The Company holds a perpetual, non-exclusive franchise from the
City.

   Absent extraordinary circumstances, potential competitors are barred
from constructing competing gas distribution systems in the Company's
service territory by a judicial doctrine known as the "first in the
field" doctrine.  In addition, the high cost of installing duplicate
distribution facilities would render the construction of a competing
system impractical.

   Competition in varying degrees exists between natural gas and other
fuels or forms of energy available to consumers in the Company's service
area.  The capital cost of heating and cooling facilities in new high-
rise buildings is higher for gas than for electricity.  This
circumstance, combined with relatively stagnant high-rise construction
activity, has adversely affected the ability of the Company to attach
commercial high-rise buildings.

   On December 16, 1997, the State of Illinois enacted legislation to
restructure the electric market in Illinois.  Under the legislation,
approximately one-third of non-residential electric customers, including
customers with very large loads, will be able to purchase electric power
from the supplier of their choice beginning on October 1, 1999.  All non-
residential customers will have this choice by December 31, 2000.  All
residential customers will be given choice on May 1, 2002.  Customers who
buy their electricity from a supplier other than the local electric
utility will be required to pay transition charges to the utility through
the year 2006.  These charges are intended to compensate the electric
utilities for revenues lost because of customers buying electricity from
other suppliers.  The legislation also allows an electric utility to
issue bonds, in aggregate amounts up to 50% of its Illinois
jurisdictional capitalization, to be financed by a specific charge to its
customers.  An electric utility also may transfer up to 15% of its assets
to an affiliated or unaffiliated entity without approval from the
Illinois Commerce Commission (Commission).  In return for these and other
benefits, electric utilities are required to reduce their rates to
residential customers.  The state's two largest electric utilities,
including the utility that serves northeastern Illinois, have reduced
their residential rates by 15% on August 1, 1998 and must reduce their
rates by another 5% on May 1, 2002.  The legislation does not require
electric utilities to divest their power generation assets.  It is too
early to determine what effects this restructuring of the electric market
will have on the competitive position of the Company.

   In addition to restructuring the electric market, the legislation
provides for additional funding for assistance to low-income energy
users, including customers of the Company.  The legislation creates a
fund, financed by charges to electric and gas customers of public
utilities and participating municipal utilities and electric co-ops,
which supplements currently available federal energy assistance.

   On October 26, 1998, the Company made a filing with the Commission
under which the price for natural gas would be set at a fixed level for
at least the next five years.  Under the current system, the Company
makes purchases in the open, unregulated gas market and passes those
costs, as incurred, onto customers through a monthly gas charge.  While
the Company makes no profit on the gas, the market price and the price
customers pay can fluctuate significantly due to the effects of supply
and demand.  Under the current system, the customer bears the full risk
of the market.  The proposed fixed-price gas charge would protect the
Company's gas customers from the market fluctuations and from increases
in gas costs due to inflation and other market forces.  The proposal
reflects a fixed gas price of 32.76 cents per therm for customers of the
Company.  This fixed unit price is comparable to the average price paid
by the Company's customers over the last two years.

   By eliminating the monthly price fluctuations, the Company could
shield customers from price increases, although gas bills would still
reflect customers' increased usage during colder weather.  As the Company
would assume and manage this risk, it would have an opportunity to earn a
profit on this initiative.

   The Commission has eight months to review the filing during which
period, the Company may update its proposal.  At the conclusion of the
review, the Commission may modify the proposal.  However, the Company has
the right to accept the outcome or reject it and continue under the
current system.

   A substantial portion of the gas that the Company delivers to its
customers consists of gas that the Company's customers purchase directly
from producers and marketers rather than from the Company.  These direct
customer purchases have little effect on net income because the Company
provides transportation service for such gas volumes and recovers margins
similar to those applicable to conventional gas sales.

   A pipeline may seek to provide transportation service directly to end-
users.  Such direct service by a pipeline to an end-user would bypass the
local distributor's service and reduce the distributor's earnings.
However, none of the Company's pipeline suppliers has undertaken any
service bypassing the Company.  The Company has a bypass rate approved by
the Commission which allows the Company to renegotiate rates with
customers that are potential bypass candidates.  (See Other Matters -
Large-Volume Gas Service Agreements in Item 7.)

SALES AND RATES

   The Company sells natural gas having an average heating value of
approximately 1,000 British thermal units (Btu's) per cubic foot.*  Sales
are made and service rendered by the Company pursuant to a rate schedule
on file with the Commission containing various service classifications
largely reflecting customers' different uses and levels of consumption.
The Gas Charge is determined in accordance with the provisions in Rider
2, Gas Charge, to recover the costs incurred by the Company to purchase,
transport, manufacture, and store gas supplies.  The level of the Gas
Charge under the Company's rate schedules is adjusted monthly to reflect
increases or decreases in natural gas supplier charges, purchased storage
service costs, transportation charges, and liquefied petroleum gas costs.
In addition, under the tariff of the Company, the difference for any
month between costs recoverable through the Gas Charge and revenues
billed to customers under the Gas Charge is refunded to or recovered from
customers.  Consistent with these tariff provisions, such difference for
any month is recorded either as a current liability or a current asset
(with a contra entry to Gas Costs).


*  All volumes of natural gas set forth in this report are stated on a
1,000 Btu (per cubic foot) billing basis.
(100 cubic feet = 1 therm; 10 therms = 1 Dekatherm - Dth)

   The business of the Company is influenced by seasonal weather
conditions because a large element of the Company's customer load
consists of space heating.  Weather-related deliveries can, therefore,
have a significant positive or negative impact on net income.  (For
discussion of the effect of the seasonal nature of gas revenues on cash
flow, see Liquidity in Item 7.)

   The basic marketing plan of the Company is to maintain its existing
share in all market segments and develop opportunities emerging from
changes in the utility environment and technological equipment advances
for new, expanded, or current natural gas applications, including
cogeneration, prime movers, natural gas-fueled vehicles, and natural gas
air-conditioning.

STATE LEGISLATION AND REGULATION

   The Company is subject to the jurisdiction of and regulation by the
Commission, which has general supervisory and regulatory powers over
practically all phases of the public utility business in Illinois,
including rates and charges, issuance of securities, services and
facilities, systems of accounts, investments, safety standards,
transactions with affiliated interests, as defined in the Illinois Public
Utilities Act, and other matters.

FEDERAL LEGISLATION AND REGULATION

   By Order entered on December 6, 1968 (Holding Company Act Release No.
16233), the Securities and Exchange Commission, pursuant to Section
3(a)(1) of the Public Utility Holding Company Act of 1935 (Act), exempted
Peoples Energy and its subsidiary companies as such (including the
Company) from the provisions of the Act, other than Section 9(a)(2)
thereof.

   Most of the gas distributed by the Company is transported to the
Company's distribution system by interstate pipelines.  In their
provision of gas services (gathering, transportation and storage
services, and gas supply) pipelines are regulated by the Federal Energy
Regulatory Commission (FERC) under the Natural Gas Act and the Natural
Gas Policy Act of 1978.  (See "Sales and Rates" and "Current Gas Supply"
in Item 1.)

ENVIRONMENTAL MATTERS

   The Company is subject to federal and state environmental laws.  The
Company is conducting environmental investigations and work at certain
sites that were the location of former manufactured gas plant operations.
(See Note 2 of the Notes to Consolidated Financial Statements.)

CURRENT GAS SUPPLY

   The Company has entered into various long-term and short-term firm gas
supply contracts.  When used in conjunction with contract peaking and
contract storage, company-owned storage, and company-owned peak-shaving
facilities, such supply is deemed sufficient to meet current and
foreseeable peak and annual market requirements.

   Although the Company believes North American supply to be sufficient
to meet U.S. market demands for the foreseeable future, it is unable to
quantify or otherwise make specific representations regarding national
supply availability.

   The following tabulation shows the expected design peak-day
availability of gas in thousands of dekatherms (MDth) during the 1998-
1999 heating season for the Company:


                                   Design Peak-Day    Year of
                                   Availability      Contract
Source                             (MDth)            Expiration
Firm direct purchases (1)                 551        1999-2001
Liquefied petroleum gas                    40
Peaking Service:
   Peoples Energy Resources                60           (2)
Storage gas:
   Leased (3)                             563        1999-2003
   Peoples-Manlove (4)                    993
Customer-owned gas (5)                    300
Total expected design
   peak-day availability                2,507

      
(1)Consists of firm gas purchases from non-pipeline suppliers delivered
   utilizing firm pipeline transportation.  The majority of the gas
   purchase contracts are negotiated annually.  The terms of the
   transportation contracts vary, with the longest term being 11 years.

(2)The contract with Peoples Energy Resources is for an initial term
   expiring November 30, 1999; the contract continues in effect from
   year to year thereafter unless canceled by either party upon 12
   months' prior notice.

(3)Consists of leased storage services required to meet design day
   requirements with contract lengths varying  from one to five years.

(4)Manlove Field, the Company's underground storage facility located
   near Champaign, Illinois, has seasonal top-gas inventory of approximately
   27,000 MDth for system supply, of which approximately 1,566 MDth is
   dedicated to North Shore Gas.  The Company also owns a liquefied natural
   gas (LNG) plant at Manlove Field for the primary purpose of supporting
   late-season deliverability from the storage facility.  The LNG plant has
   a storage capacity of 2,000 MDth and is capable of regasifying 300 MDth
   of gas per day.  For the 1998-99 heating season, Manlove Field complex
   will have a maximum design peak-day delivery capability of approximately
   1,056 MDth (including 63 MDth for the use of North Shore Gas).

(5)Consists of gas supplies purchased directly from producers and
   marketers by the Company's commercial, industrial, and larger residential
   customers.


   The sources of gas supply (including gas transported for customers) in
MDth for the Company for the three fiscal years ended September 30, 1998,
1997, and 1996, were as follows:
   

                                                1998        1997        1996

 Gas purchases                                120,531     156,097     174,552
 Liquefied petroleum gas produced                   8           7         114
 Customer-owned gas-received                   93,758      91,476      93,141
 Underground storage-net                       (2,939)     (3,786)        228
 Exchange gas-net                               4,975         (39)     (4,446)
 Company use and unaccounted-for gas           (3,693)     (2,071)     (3,169)
       Total (a)                              212,640     241,684     260,420


  
     (a)  See "Gas Sold and Transported" in Item 6.



ITEM 2.  PROPERTIES

   All of the principal plants and properties of the Company have been
maintained in the ordinary course of business and are believed to be in
satisfactory operating condition.  The following is a brief description
of the principal plants and operating units of the Company.

   The distribution system of the Company, at September 30, 1998,
consisted of approximately 4,000 miles of distribution mains and
necessary pressure regulators, approximately 495,000 services (pipe
connecting the mains with piping on the customers' premises), and
approximately 882,000 meters installed on customers' premises.  The
Company has liquefied petroleum gasification and storage facilities.  In
addition, it owns and has a substantial investment in office and service
buildings, garages, repair shops, and motor vehicles, together with the
equipment, tools, and fixtures necessary to conduct utility business.

   The Company has gas storage easements covering approximately 32,000
acres located at Manlove Field near Champaign, Illinois, overlying an
aquifer-type underground natural gas storage reservoir, together with
wells, pipes, compressors, dehydration, metering, and other equipment
required to operate the facility.  At September 30, 1998, the Company had
approximately 123,000 MDth of gas stored in the reservoir, of which
approximately 98,500 MDth was cushion gas.  (Cushion gas is gas injected
into the storage reservoir to hold back surrounding or underlying water
and to provide the pressure necessary to make the wells deliver inventory
gas at desired levels.)

   Also located at Manlove Field is an LNG plant, which has a storage
capacity of 2,000 MDth and is capable of regasifying 300 MDth of gas per
day.  Such gas, together with the gas withdrawn from the Manlove Field
reservoir, and the gas transmitted by Trunkline Gas Company, is carried
to Chicago in Company-owned transmission mains totaling 254 miles.

   Most of the principal plants and properties of the Company, other than
mains, services, meters, regulators, and cushion gas in underground
storage, are located on property owned in fee.  Substantially all gas
mains are located in public streets and alleys.  A small portion of the
distribution facilities is located on private property under easement
grants.  Meters and house regulators in use and a portion of services are
located on premises being served.  Certain storage wells and other
facilities of the Manlove Field storage reservoir, and certain portions
of the transmission system are located on land held pursuant to leases,
easements, or permits.  Such land rights, as well as the gas storage
easements for the reservoir, have been obtained from the apparent record
owners of the land involved, in some cases without joinder of all such
owners, and all such leases, easements, and permits may be subject to
mortgages or other liens to which the Company is not a party.

   Substantially all of the physical properties now owned or hereafter
acquired by the Company are subject to (a) the first-mortgage lien of the
Company's mortgage to U.S. Bank Trust, National Association, as Trustee,
to secure the principal amount of the Company's outstanding first and
refunding mortgage bonds and (b) in certain cases, other exceptions and
defects that do not interfere with the use of the property.


ITEM 3.  LEGAL PROCEEDINGS

   See Note 2 of the Notes to Consolidated Financial Statements.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   None.



                                 PART II

ITEM 5.  MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER
      MATTERS

   The Company is a wholly owned subsidiary of Peoples Energy.

<TABLE>
<CAPTION>

ITEM 6.  SELECTED FINANCIAL DATA (a)
                                                   
For fiscal years ended September 30,                       1998             1997             1996             1995             1994
<S>                                                   <C>              <C>              <C>              <C>              <C>     
OPERATING RESULTS (thousands)
Operating Revenues:
  Residential                                         $  668,811       $  812,229       $  757,598       $  648,762       $  820,383
  Commercial                                              95,761          127,479          122,825          101,436          139,078
  Industrial                                              17,232           24,609           27,776           20,807           35,587
  Transportation (b)                                     108,994          118,777          114,664          109,626           98,943
  Other                                                   16,722           16,390           13,712           18,312           17,181
    Total Operating Revenues                             907,520        1,099,484        1,036,575          898,943        1,111,172
Less- Gas costs                                          378,438          519,334          445,724          387,675          566,903
    - Revenue taxes                                       91,724          115,430          110,421          100,562          121,773
    - Other                                                6,850                -                -                -                -
  Net Operating Revenues                              $  430,508       $  464,720       $  480,430       $  410,706       $  422,496
Net Income applicable to common stock                 $   68,378       $   85,098       $   88,752       $   53,666       $   63,825
Dividends declared on common stock                    $   61,796       $   72,715       $   52,117       $   56,833       $   55,343
ASSETS AT YEAR-END (thousands)
Property, plant and equipment                         $1,888,025       $1,819,567       $1,761,007       $1,815,407       $1,760,004
Less - Accumulated depreciation                          654,262          614,224          571,255          628,258          596,808
  Net Property, Plant and Equipment                   $1,233,763       $1,205,343       $1,189,752       $1,187,149       $1,163,196
Total assets                                          $1,589,442       $1,557,627       $1,522,762       $1,561,481       $1,548,792
Capital expenditures - construction                   $   90,219       $   75,382       $   72,194       $   81,081       $   74,623
CAPITALIZATION AT YEAR-END (thousands)
Common equity                                         $  582,519       $  574,969       $  564,182       $  528,308       $  531,475
Long-term debt                                           452,000          462,400          462,400          549,150          549,150
  Total Capitalization                                $1,034,519       $1,037,369       $1,026,582       $1,077,458       $1,080,625
CAPITALIZATION AT YEAR-END (percent)
  Common equity                                               56               55               55               49               49
  Long-term debt                                              44               45               45               51               51
    Total Capitalization                                     100              100              100              100              100
GAS SOLD AND TRANSPORTED (MDth)
Gas Sales:
  Residential                                            100,467          121,259          131,339          111,509          122,648
  Commercial                                              16,508           21,463           23,692           19,206           22,565
  Industrial                                               3,360            4,521            5,873            4,357            6,320
Transportation (b)                                        92,305           94,441           99,516           93,884           90,059
  Total Gas Sales and Transportation                     212,640          241,684          260,420          228,956          241,592
Margin per Dth delivered                              $     2.02       $     1.92       $     1.84       $     1.79       $     1.75
NUMBER OF CUSTOMERS (average)
Residential                                              775,968          781,169          783,782          784,290          786,271
Commercial                                                38,389           42,750           42,888           43,198           43,299
Industrial                                                 2,341            2,816            2,839            2,963            3,125
Transportation (b)                                        16,069            9,300            9,671            9,308            8,768
  Total Customers                                        832,767          836,035          839,180          839,759          841,463
DEGREE DAYS                                                5,564            6,806            7,080            5,897            6,701
Percent of normal (6,536)                                     85              104              108               90              103


(a)  The Company is a wholly owned subsidiary of Peoples Energy; therefore,
     per-share data are omitted.
(b)  Includes commercial, industrial, and larger residential customers.

</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
         AND FINANCIAL CONDITION

RESULTS OF OPERATIONS

Net Income

   In 1998, net income applicable to common stock decreased $16.7
million, to $68.4 million, due primarily to weather that was 18 percent
warmer than last year.  Increases in the costs associated with outside
professional services and depreciation expense also contributed to the
decline of net income.  These effects were partially offset by decreases
in the provision for uncollectible accounts and labor costs.

   In 1997, net income decreased $3.7 million, to $85.1 million, due
principally to decreased gas deliveries due to weather that was four
percent warmer than in 1996 and conservation.  Also hindering fiscal
1997's comparative results was the prior period's gain on the expiration
of gas storage contracts, increased computer support services, and
increased depreciation and amortization expense.  Partially offsetting
these decreases, were a decrease in pension expense (see Note 4A of the
Notes to Consolidated Financial Statements), a full years effect of the
Company's November 1995 rate increase, increased other operating revenue
and a tax accrual adjustment.

<TABLE>
<CAPTION>
   A summary of variations affecting income between years is presented
below, with explanations of significant differences following:
                                    
                                                Fiscal 1998               Fiscal 1997
                                                 over 1997                 over 1996
                                                  Amount                    Amount
                                                  (000's)     Percent       (000's)     Percent
<S>                                             <C>            <C>        <C>            <C>       
Net operating revenues (a)                      $(34,212)      (7.4)      $(15,710)      (3.3)
Operation and maintenance expenses               (10,652)      (4.9)       (15,330)      (6.6)
Depreciation and amortization expense              1,677        2.5          3,069        4.9
Income taxes                                      (8,747)     (18.8)        (2,832)      (5.7)
Other income and deductions                         (543)      (1.8)        (3,801)     (14.0)
Net income applicable to common stock            (16,720)     (19.6)        (3,654)      (4.1)

(a) See Management's Discussion and Analysis of Results of Operations and Financial 
    Condition - Net Operating Revenues.
</TABLE>

Net Operating Revenues

   Gross revenues of the Company are affected by changes in the unit cost
of the Company's gas purchases and do not include the cost of gas
supplies for customers who purchase gas directly from producers and
marketers rather than from the Company.  The direct customer purchases
have no effect on net income because the Company provides transportation
service for such gas volumes and recovers margins similar to those
applicable to conventional gas sales.  Except for the effect of customer
conservation that may result from substantial increases in the commodity
cost of gas supplies, changes in the unit cost of gas do not
significantly affect net income because the Company's tariff provides for
dollar-for-dollar recovery of gas costs.  (See Item 1 - Competition and
Deregulation and Note 1L of the Notes to Consolidated Financial
Statements.)  The Company's tariff also provides for dollar-for-dollar
recovery of the cost of revenue taxes and certain customer charges
imposed by the State and the City.

   Since income is not significantly affected by changes in revenue from
customers' gas purchases from producers or marketers rather than from the
Company, changes in gas costs (except for the effect of customer
conservation that may result from substantial increases in the commodity
cost of gas supplies), or changes in revenue taxes and certain customer
charges imposed by the State and the City, the following discussion
pertains to "net operating revenues" (operating revenues, net of gas
costs, revenue taxes and certain customer charges).  The Company
considers net operating revenues to be a more pertinent measure of
operating results than gross revenues.

   Net operating revenues decreased $34.2 million, to $430.5 million, in
1998.  Natural gas deliveries declined 29.0 bcf, to 212.6 bcf, due mainly
to the effect of El Nino which caused weather to be 18 percent warmer
than 1997 and 15 percent warmer than normal.

   In 1997, net operating revenues decreased $15.7 million, to $464.7
million.  Natural gas deliveries decreased 18.7 bcf, to 241.7 bcf, due to
weather that was four percent warmer than in 1996 and conservation.  Net
operating revenues decreased approximately $23.1 million ($13.9 million
after income taxes) as a result of warmer weather and conservation.
However, a full year's effect of the Company's rate increase improved net
operating revenues by approximately $4.0 million ($2.4, million after
income taxes).

   See Other Matters - Operating Statistics for details of selected
financial and operating information by gas service classification.

Operation and Maintenance Expenses

   Operation and maintenance expenses decreased $10.7 million, to $206.4
million, in 1998, due primarily to a $4.8 million decrease in the
provision for uncollectible accounts, caused by reduced revenues, and to
a reduction in group insurance expense ($2.8 million).  In addition,
costs associated with labor declined $2.6 million, along with
reengineering costs ($1.1 million) and pension expense ($1.4 million).
These effects were offset, in part, by an increase in the costs of
outside professional services ($3.5 million).  The cost of outside
professional services has increased primarily due to the use of contract
programmers to maintain existing systems while the Company's staff is
involved in the development and implementation of a new customer
information system.

   In 1997, operation and maintenance expenses decreased $15.3 million,
to $217.0 million, due primarily to a $17.8 million decrease in pension
expense, caused by changes in settlement accounting attributed to
employees choosing early retirement and actuarial assumptions (see Note
4A of the Notes to Consolidated Financial Statements), and lower
reengineering expenses ($2.1 million).  Also contributing to the decrease
were reductions in costs associated with liability insurance premiums and
claim settlements ($1.6 million) and group insurance expense ($1.5
million).  These decreases were partially offset by an increase in
payments for outside services ($3.2 million) and higher administrative
and general expenses.

Depreciation and Amortization Expense

   Depreciation expense increased $1.7 million, to $67.8 million, and
$3.1 million, to $66.1 million, in 1998 and 1997, respectively, due
largely to depreciable property additions.

Income Taxes

   Income taxes, exclusive of the $324,000 included in other income and
deductions, decreased $8.7 million, to $37.9 million, in 1998, due
primarily to lower pre-tax income.

   In 1997, income taxes, exclusive of the $1.7 million included in other
income and deductions, declined $2.8 million, to $46.6 million, primarily
due to a tax accrual adjustment.

Other Income and Deductions

   In 1998, other income and deductions increased $543,000 from the prior
period primarily due to a decrease in miscellaneous interest revenues and
higher interest expense.  Partially offsetting these effects was an
increase in the allowance for funds used during construction.

   In 1997, other income and deductions increased $3.8 million, from the
prior year, due principally to the prior period's gain associated with
the expiration of natural gas storage contracts.  Partially offsetting
this increase were reductions in interest expense on long-term debt
resulting from early redemption of first mortgage bonds and decreased
interest on amounts refunded to customers.


Other Matters

Effect of Weather.  Weather variations affect the volumes of gas
delivered for heating purposes and, therefore, can have a significant
positive or negative impact on net income and coverage ratios.

Accounting Standards. The Company adopted Statement of Position (SOP) 96-
1, "Environmental Remediation Liabilities" in fiscal 1998.  (See Note 1N
of the Notes to the Consolidated Financial Statements.)

Large-Volume Gas Service Agreements.  The Company has entered into gas
service contracts with certain large-volume customers under a specific
rate schedule approved by the Commission.  These contracts were
negotiated to overcome the potential threat of bypassing the utility's
distribution system.  The impact on the net income of the Company as a
result of these contracts is not material.

Small-Volume Transportation Service.  On June 25, 1997, the Commission
allowed Riders SVT and AGG to go into effect for the Company, thus
initiating a two-year pilot program designed to provide transportation
service to certain small-volume industrial and commercial customers of
the utility as well as to some of its large residential customers. The
Commission also ordered a concurrent investigation of the program to
ascertain if program adjustments or revisions are required. By order
dated August 12, 1998, the Commission found that, with the exception of
one minor modification agreed to by the Company, no revisions were
required.

Fixed Gas Charge Filing.  On October 26, 1998, the Company made a filing
with the Commission under which the price for natural gas would be set at
a fixed level for at least the next five years.  By eliminating the
monthly price fluctuations, the Company could shield customers from price
increases, although gas bills would still reflect customers' increased
usage during colder weather.  As the Company would assume and manage this
risk, they would have an opportunity to earn a profit on this initiative.
(See Competition and Deregulation in Item 1.)

<TABLE>
<CAPTION>
Operating Statistics.  The following table represents gas distribution
margin components:

For fiscal years ended September 30,             1998          1997          1996
Net Operating Revenues (thousands):
  Gas sales
    <S>                                       <C>          <C>           <C>
    Residential                               $668,811     $ 812,229     $ 757,598
    Commercial                                  95,761       127,479       122,825
    Industrial                                  17,232        24,609        27,776
                                               781,804       964,317       908,199

  Transportation
    Residential                                 34,551        34,024        35,281
    Commercial                                  41,728        42,639        44,944
    Industrial                                  23,092        25,839        30,376
    Contract Pooling                             8,865        15,868         4,063
    Other                                          758           407             -
                                               108,994       118,777       114,664

  Other                                         16,722        16,390        13,712

Total Operating Revenues                       907,520     1,099,484     1,036,575
Less- Gas Costs                                378,438       519,334       445,724
    - Revenues Taxes                            91,724       115,430       110,421
    - Other (a)                                  6,850             -             -
Net Operating Revenues                        $430,508     $ 464,720     $ 480,430

Deliveries (MDth):
  Gas Sales
    Residential                                100,467       121,259       131,339
    Commercial                                  16,508        21,463        23,692
    Industrial                                   3,360         4,521         5,873
                                               120,335       147,243       160,904

  Transportation (b)
    Residential                                 24,216        25,153        25,106
    Commercial                                  34,163        36,544        37,316
    Industrial                                  33,926        32,510        37,094
    Other                                            -           234             -
                                                92,305        94,441        99,516

  Total Gas Sales and Transportation           212,640       241,684       260,420

  Margin per Dth delivered                    $   2.02     $    1.92     $    1.84

(a)  See Management's Discussion and Analysis of Results of Operations
       and Financial Condition - Net Operating Revenues.
(b)  Volumes associated with contract pooling service are included in the
       respective customer classes.

</TABLE>

LIQUIDITY

Source of Funds.  The Company has access to outside capital markets and
to internal sources of funds that together provide sufficient resources
to meet its capital requirements.  It does not anticipate any changes
that would materially alter its current liquidity position.

   Due to the seasonal nature of gas usage, a major portion of cash
collections occurs between December and May.  Because of timing
differences in the receipt and disbursement of cash and the level of
construction requirements, the Company may borrow on a short-term basis.
Short-term borrowings are repaid with cash from operations, other short-
term borrowings, or refinanced on a permanent basis with debt or equity,
depending on capital market conditions and capital structure
considerations.

Credit Lines.  The Company has lines of credit of approximately
$129.4 million of which North Shore Gas may borrow up to $30.0 million.
At September 30, 1998, the Company and North Shore Gas had unused credit
available from banks of $120.4 million.  (See Note 9 of the Notes to
Consolidated Financial Statements.)

Cash Flow Activities.  In 1998, net cash provided by operating activities
decreased $11.1 million, due primarily to changes in net income, other
assets and gas sales revenue refundable.  These effects were offset by
changes in net receivables, deferred credits and accrued taxes.

   In 1997, net cash provided by operating activities increased by $78.2
million, due primarily to changes in other assets, gas costs refundable
and recoverable, and net receivables.  Partially offsetting these items
were changes in accounts payable and gas in storage.

   Net cash used in investing activities for 1998, 1997, and 1996 mainly
represents the level of capital expenditures in the respective years.

   In 1998 and 1997, net cash used in financing activities reflects
dividends paid to the common stockholder.  In 1996, net cash used in
financing activities reflects the redemption of previously issued debt.

Interest Coverage.  The fixed charges coverage ratios for the Company for
fiscal 1998, 1997, and 1996 were 4.15, 5.01, and 4.84, respectively.  The
decrease in the ratio in the current fiscal year is due to the decline in
pre-tax income due to warmer weather.  The increase in the ratio in
fiscal year 1997 is due primarily to lower interest expense on amounts
refundable to customers and on long-term debt.  The ratio for fiscal year
1996 reflects the redemption of long-term debt and higher pre-tax income
resulting from colder weather and the Commission approved rate increase.
(See Results of Operations - Net Income.)

Debt Ratings.  The long-term debt of the Company is rated Aa2 by Moody's
Investors Service and AA- by Standard & Poor's Corporation.  Moody's
upgraded its ratings from Aa3 in November 1997.  Standard & Poor's
Corporation last changed its ratings in 1985.  The commercial paper of
the Company has the top rating from the major rating agencies.

Environmental Matters.  The Company is conducting environmental
investigations and work at certain sites that were the location of former
manufactured gas operations.  (See Note 2 of the Notes to Consolidated
Financial Statements.)

Year 2000.  The Company began its efforts to assess the Year 2000
compliance of its mainframe computer systems in March 1996.  The Company
has since developed a comprehensive Year 2000 readiness plan that
incorporates all of its information technology systems, including
computer hardware and software, and its embedded systems equipment,
including telecommunications equipment.  The plan also includes a review
by the Company of the Year 2000 compliance efforts of key suppliers and
customers and Year 2000 contingency planning.  The system-wide Year 2000
effort being spearheaded by the Company includes Peoples Energy and all
of its other wholly owned subsidiaries, as well as various joint
ventures.

   For all internal information technology systems developed by the
Company, Year 2000 compliance efforts proceed through the following
phases: inventory, assessment, remediation, testing, and implementation.
Rather than completing each phase for all systems prior to proceeding to
the next phase, the Company progresses through all phases on a system-by-
system basis, gradually implementing each fully-compliant system.

   The Year 2000 compliance phases utilize a combination of consultants
and employees of the Company.  Once a fully-tested application has been
implemented, Company employees follow established procedures to maintain
the compliance of the implemented systems.  The Company also has retained
a quality assurance expert to ensure that any subsequent modifications to
the application do not impact its compliant status.

   As of September 30, 1998, 18 of the Company's 37 mainframe
applications have been fully remediated, tested and implemented, two are
in the testing phase, and nine have been (or are in the process of being)
eliminated.  The eight remaining mainframe applications are scheduled to
be replaced by the Company's new mainframe customer information system
and are not expected to be remediated.  Additionally, 36 mainframe system
modules have been remediated and are now in the testing phase.  Many of
the Company's non-mainframe applications, spreadsheets and interfaces
have also reached the implementation stage; and most others are in the
remediation phase.  The Company expects to implement all critical
internal systems (other than the customer information system to be used
by the Company and North Shore Gas) by no later than March 31, 1999;
complete implementation of all non-critical internal systems by April 30,
1999; and complete installation and testing of the customer information
system by the end of fiscal year 1999.

   As part of its Year 2000 Project, the Company has also contacted the
vendors of its licensed or purchased hardware and software to determine
the Year 2000 compliance status of their products.  As of September 30,
1998, the Company has received responses from 85% of the vendors and is
in the process of replacing, upgrading or eliminating non-compliant
vendor products as appropriate.  The Company also plans to have certain
products, such as its desktop computer inventory, compliant-tested in
order to minimize the risks associated with reliance on vendor
representations.

   The Company is in the process of determining whether the embedded
systems equipment used by the Company and/or by affiliated companies is
Year 2000 compliant.  It has completed an inventory of all equipment
containing embedded systems, including telecommunications equipment and
facilities.  The Company has also contracted with a consultant that has
significant utility and engineering expertise to assist with the embedded
systems efforts.  The Company is currently in the process of determining
the Year 2000 compliance status of the inventory and expects to complete
this assessment by January 1999.  During the assessment phase, the
Company will also begin testing, repairing or replacing any critical
equipment identified as not Year 2000 compliant.  The Company's timetable
for implementing compliant equipment will depend on the availability of
compliant equipment.

   The Company currently has a written conceptual contingency plan to
address risks to the Company created by the Company's or third parties'
systems and embedded technology that are not Year 2000 compliant.  It has
engaged the consultant referenced above to assist in developing detailed
and comprehensive business continuity and contingency plans to address
possible failures in the area of embedded systems equipment.  These plans
are scheduled to be completed by December 1998.  The Company also plans
to further develop its contingency plans with respect to information
technology-related failures and critical supplier failures.

   The Company has contacted key suppliers of all affiliated companies to
determine their Year 2000 compliance efforts.  It has received written
assurances from many key suppliers that they are making the necessary
Year 2000 efforts, and it is in the process of following up with other
key suppliers that did not respond to written inquiries.

   Essential elements of the Company's business are dependent on certain
key third parties (for example, pipeline suppliers, banks, electric
utilities and telecommunication companies).  A material failure by any
such key third party could significantly disrupt the Company's business.
The Company is in the process of detailing and finalizing contingency
plans to address potential disruptions that may be caused by third
parties.

   The Company currently estimates that it will incur expenses of
approximately $1.6 million through fiscal year 1999 to complete its Year
2000 compliance efforts, in addition to the $4.0 million already incurred
through September 30, 1998.  This estimate does not include costs to
repair or replace critical embedded systems equipment that is non-
compliant, which has yet to be determined.  Portions of the costs
incurred by the Company in connection with its Year 2000 compliance
efforts will be billed to its affiliated companies.  Management does not
expect the cost of the Company's Year 2000 compliance efforts to have a
material adverse impact on the financial position or results of
operations of the Company or its affiliates.

Market Risk Management.  The Company utilizes long-term debt as a primary
source of capital.  Both variable and fixed rate debt instruments are
utilized.  The variable interest rate on the debt adjusts to reflect
current market conditions annually on December 1.  Subject to certain
restrictions on optional redemptions, the fixed rate debt instruments can
be refinanced at lower interest rates if the Company deems it to be
economical.  (See Note 10 of the Notes to Consolidated Financial
Statements.)


CAPITAL RESOURCES

Capital Spending.  Capital expenditures and investments for the Company
(capital spending) were $93.5 million in 1998, $76.5 million in 1997, and
$74.6 million in 1996.

   In fiscal 1998 and 1997 spending increased $17 and $1.9 million,
respectively, from prior years.  Both years reflect increases
attributable to the new customer information system, offset, in part, by
the continuation of a cost containment program.

   Capital expenditures for fiscal 1999 are expected to be about $99.1
million, an increase of  $8.9 million from the 1998 level.  The estimate
of expenditures for 1999 includes $18.7 million for the customer
information system and $15.3 million for the Company's remote automated
meter reading project.

   Pursuant to notice given to the trustee of the City of Joliet 1984
Series C Bonds, due October 1, 1999, which were secured by the Company's
Adjustable-Rate First and Refunding Mortgage Bonds, Series W, these bonds
were redeemed on October 1, 1998. There are no sinking fund requirements
for long-term debt due in fiscal 1999. (See Notes 10A and 10B of the
Notes to Consolidated Financial Statements.)

   The Company anticipates that future cash needs for capital
expenditures and debt maturities will be met through internally generated
funds, intercompany loans from Peoples Energy, borrowing arrangements
with banks and/or the issuance of commercial paper on an interim basis,
and periodic long-term financing involving first mortgage bonds or equity
from Peoples Energy.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures About Market risk are reported
under "Management's Discussion and Analysis of Results of Operations and
Financial Condition - Market Risk Management."


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                   Page

Statement of Management's Responsibility           18

Report of Independent Public Accountants           19

Consolidated Statements of Income for fiscal years
  Ended September 30, 1998, 1997, and 1996         20

Consolidated Statements of Retained Earnings for
  Fiscal years ended September 30, 1998, 1997,
  and 1996                                         20

Consolidated Balance Sheets at September 30, 1998
  and 1997                                         21

Consolidated Capitalization Statements at
  September 30, 1998 and 1997                      22

Consolidated Statements of Cash Flows for fiscal
  years ended September 30, 1998, 1997, and 1996   23

Notes to Consolidated Financial Statements         24


STATEMENT OF MANAGEMENT'S RESPONSIBILITY


   The financial statements and other financial information included in
this report were prepared by management, who is responsible for the
integrity and objectivity of the presented data.  The consolidated
financial statements of the Company and its subsidiaries were prepared in
conformity with generally accepted accounting principles and necessarily
include some amounts that are based on the best estimates and judgments
of management.

   The Company maintains internal accounting systems and related
administrative controls, along with internal audit programs, that are
designed to provide reasonable assurance that the accounting records are
accurate and assets are safeguarded from loss or unauthorized use.
Consequently, management believes that the accounting records and
controls are adequate to produce reliable financial statements.

   Arthur Andersen LLP, the Company's independent public accountants
approved by Peoples Energy's shareholders, as a part of its audit of the
financial statements, selectively reviews and tests certain aspects of
internal accounting controls solely to determine the nature, timing, and
extent of audit tests.  Management has made available to Arthur Andersen
LLP all of the Company's financial records and related data and believes
that all representations made to the independent public accountants
during its audit were valid and appropriate.

   The Audit Committee of the Board of Directors of Peoples Energy,
comprised of five outside directors, meets periodically with management,
the internal auditors, and Arthur Andersen LLP, jointly and separately,
to assure that appropriate responsibilities are discharged.  These
meetings include discussion and review of accounting principles and
practices, internal accounting controls, audit results, and the
presentation of financial information in the annual report of Peoples
Energy.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To The Peoples Gas Light and Coke Company:

   We have audited the accompanying consolidated balance sheets and
consolidated capitalization statements of The Peoples Gas Light and Coke
Company (an Illinois corporation, hereinafter referred to as the Company
and a wholly owned subsidiary of Peoples Energy Corporation) and
subsidiary companies at September 30, 1998 and 1997, and the related
consolidated statements of income, retained earnings, and cash flows for
each of the three years in the period ended September 30, 1998.  These
financial statements and the schedule referred to below are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements and schedule based on
our audits.

   We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company
and subsidiary companies at September 30, 1998 and 1997, and the results
of their operations and cash flows for each of the three years in the
period ended September 30, 1998, in conformity with generally accepted
accounting principles.

   Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole.  The financial statement
schedule listed in Item 14(a)2 is presented for purposes of complying
with the Securities and Exchange Commission's rules and is not part of
the basic financial statements.  The financial statement schedule has
been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, fairly states, in all
material respects, the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.





                                        /s/ Arthur Andersen LLP
                                        ARTHUR ANDERSEN LLP






Chicago, Illinois
October 30, 1998

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME

                                                        The Peoples Gas Light and Coke Company
For fiscal years ended September 30,                        1998          1997            1996
                                                         (Thousands)
<S>                                                      <C>          <C>             <C> 
Operating Revenues:
Gas sales                                                $781,804     $ 964,317       $ 908,199
Transportation                                            108,994       118,777         114,664
Other                                                      16,722        16,390          13,712
Total Operating Revenues                                  907,520     1,099,484       1,036,575
Operating Expenses:
Gas costs                                                 378,438       519,334         445,724
Operation                                                 165,227       172,333         189,949
Maintenance                                                41,147        44,693          42,407
Depreciation and amortization                              67,752        66,075          63,006
Taxes- Income                                              37,865        46,612          49,444
     - State and local revenue                             91,724       115,430         110,421
     - Other                                               25,577        19,040          19,804
Total Operating Expenses                                  807,730       983,517         920,755
Operating Income                                           99,790       115,967         115,820
Other Income and (Deductions):
Interest income                                             1,519         4,152           4,030
Allowance for funds used during construction                1,579           267              23
Interest on long-term debt                                (31,132)      (31,094)        (32,889)
Other interest expense                                     (2,654)       (2,195)         (4,163)
Income taxes                                                 (324)       (1,657)         (4,089)
Miscellaneous - net (see Note 7)                             (400)         (342)         10,020
Total Other Income and Deductions                         (31,412)      (30,869)        (27,068)
Net Income Applicable to Common Stock                    $ 68,378     $  85,098       $  88,752


</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS


                                                                   The Peoples Gas Light and Coke Company
For fiscal years ended September 30,                                   1998         1997         1996
                                                                    (Thousands)
<S>                                                                 <C>           <C>         <C>
Balance at Beginning of Year                                        $409,662     $398,875     $363,001
  Add - Net Income                                                    68,378       85,098       88,752
  Deduct - Dividends declared on common stock                         61,796       72,715       52,117
 Increase/(decrease) - Additional minimum liability for
   non-qualified pension plan, net of tax                                968       (1,596)        (761)
Balance at End of Year                                              $417,212     $409,662     $398,875

The Notes to Consolidated Financial Statements are an integral part of
these statements.
</TABLE>

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
                                                                                           The Peoples Gas Light and Coke Co
At September 30,                                                                                1998              1997
                                                                                            (Thousands)
Assets
Capital Investments:
<S>                                                                                        <C>               <C>
Property, plant and equipment, at original cost                                            $1,888,025        $1,819,567
Less - Accumulated depreciation                                                               654,262           614,224
Net property, plant and equipment                                                           1,233,763         1,205,343
Other investments                                                                               9,745             5,470
Total Capital Investments - Net                                                             1,243,508         1,210,813

Current Assets:
Cash and cash equivalents                                                                       3,134            18,509
Temporary cash investments                                                                        500            15,500
Receivables -
   Customers, net of allowance for uncollectible
       accounts of $22,613 and $28,959, respectively                                           50,280            67,330
   Other                                                                                       34,051            40,159
Accrued unbilled revenues                                                                      17,363            20,109
Materials and supplies, at average cost                                                        12,332            13,225
Gas in storage, at last-in, first-out cost                                                     75,767            67,536
Gas costs recoverable through rate adjustments                                                  3,847             3,328
Regulatory assets (see Note 1H)                                                                 6,651            13,139
Prepayments                                                                                    70,406            39,802
Total Current Assets                                                                          274,331           298,637
Other Assets:
Non-current regulatory assets (see Note 1H)                                                    52,670            32,473
Deferred charges                                                                               18,933            15,704
Total Other Assets                                                                             71,603            48,177
Total Assets                                                                               $1,589,442        $1,557,627


Capitalization and Liabilities
Capitalization (see Consolidated Capitalization Statements)                                $1,034,519        $1,037,369
Current Liabilities:
Interim loans                                                                                   8,900               700
Accounts payable                                                                              100,522           113,502
Dividends payable on common stock                                                              13,898            32,015
Customer gas service and credit deposits                                                       43,237            39,753
Sinking fund payments and maturities, due within one year
   Long-term debt                                                                              10,400                 -
Accrued taxes                                                                                  25,708            19,056
Gas sales revenue refundable through rate adjustments                                           9,864            14,484
Accrued interest                                                                                8,788             8,763
Total Current Liabilities                                                                     221,317           228,273
Deferred Credits and Other Liabilities:
Deferred income taxes - primarily accelerated depreciation (see Note 5C)                      247,959           229,225
Investment tax credits being amortized over
   the average lives of related property                                                       28,951            30,350
Other                                                                                          56,696            32,410
Total Deferred Credits and Other Liabilities                                                  333,606           291,985
Total Capitalization and Liabilities                                                       $1,589,442        $1,557,627

The Notes to Consolidated Financial Statements are an integral part of these
statements.
</TABLE>

<TABLE>
<CAPTION>
                                  
CONSOLIDATED CAPITALIZATION STATEMENTS

                                                                             The Peoples Gas Light and Coke Company
At September 30,                                                                   1998             1997
                                                                             (Thousands, except number of shares)
Common Stockholder's Equity:
<S>                                                                           <C>              <C> 
Common stock, without par value -
   Authorized 40,000,000 shares
   Outstanding 24,817,566 shares                                              $  165,307       $  165,307
Retained earnings (see Consolidated Statements
   of Retained Earnings)                                                         417,212          409,662
Total Common Stockholder's Equity                                                582,519          574,969

Long-Term Debt:
Exclusive of sinking fund payments and maturities
   due within one year
   First and Refunding Mortgage Bonds -
      Adjustable-Rate Series W (3.875% and 3.95% through
         September 30, 1998 and September 30, 1997, respectively)
         redeemed October 1, 1998 (see Note 10A)                                            -           10,400
      6.875% Series X, due March 1, 2015                                          50,000           50,000
      7.50% Series Y, due March 1, 2015                                           50,000           50,000
      7.50% Series Z, due March 1, 2015                                           50,000           50,000
      8.10% Series BB, due May 1, 2020                                            75,000           75,000
      6.37% Series CC, due May 1, 2003                                            75,000           75,000
      5-3/4% Series DD, due December 1, 2023                                      75,000           75,000
      Adjustable-Rate Series EE (3.90% and 3.70% through
         November 30, 1998 and November 30, 1997, respectively),
         due December 1, 2023 (see Note 10A)                                      27,000           27,000
      6.10% Series FF, due June 1, 2025                                           50,000           50,000
Total Long-Term Debt                                                             452,000          462,400
Total Capitalization                                                          $1,034,519       $1,037,369

The Notes to Consolidated Financial Statements are an integral part of these statements.
</TABLE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                     The Peoples Gas Light and Coke Company
For fiscal years ended September 30,                                     1998          1997          1996
                                                                     (Thousands)
Operating Activities:
<S>                                                                   <C>           <C>           <C>
Net Income                                                            $68,378       $85,098       $ 88,752
Adjustments to reconcile net income to net cash:
  Depreciation and amortization                                        67,752        66,075         63,006
  Deferred income taxes and investment tax credits - net               22,464        16,383         14,169
  Change in other deferred credits and other liabilities               19,157         2,783         18,923
  Change in deferred charges                                          (29,040)         (107)       (24,968)
  Other                                                                     -             -             74
  Change in current assets and liabilities:
    Receivables - net                                                  23,158       (12,292)       (40,390)
    Accrued unbilled revenues                                           2,746         5,425         (7,083)
    Materials and supplies                                                893           792           (174)
    Gas in storage                                                     (8,231)      (11,660)        26,275
    Gas costs recoverable                                                (519)       14,092        (15,288)
    Regulatory assets                                                   6,488        21,603        (25,427)
    Prepayments                                                       (30,604)      (27,905)        (9,970)
    Accounts payable                                                  (12,980)       (8,150)        33,960
    Customer gas service and credit deposits                            3,484         2,631          2,109
    Accrued taxes                                                       6,652       (12,186)         4,280
    Gas sales revenue refundable                                       (4,620)        3,750        (57,824)
    Accrued interest                                                       25             5         (2,267)
Net Cash Provided by Operating Activities                             135,203       146,337         68,157

Investing Activities:
Capital expenditures - construction                                   (90,219)      (75,382)       (72,194)
Other assets                                                             (339)          (11)        11,497
Other capital investments                                              (3,307)       (1,118)        (2,416)
Other temporary cash investments                                       15,000       (15,000)           100
Net Cash Used in Investing Activities                                 (78,865)      (91,511)       (63,013)

Financing Activities:
Interim loans - net                                                     8,200             -           (200)
Retirement of long-term debt                                                -             -        (86,750)
Trust fund - bond redemption                                                -             -            237
Dividends paid on common stock                                        (79,913)      (53,854)       (53,109)
Net Cash Used in Financing Activities                                 (71,713)      (53,854)      (139,822)

Net Increase (Decrease) in Cash and Cash Equivalents                  (15,375)          972       (134,678)
Cash and Cash Equivalents at Beginning of Year                         18,509        17,537        152,215
Cash and Cash Equivalents at End of Year                              $ 3,134       $18,509       $ 17,537

The Notes to Consolidated Financial Statements are an integral part of
these statements.
</TABLE>

                The Peoples Gas Light and Coke Company

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1A     Principles of Consolidation

     All subsidiaries are included in the consolidated financial
statements.  All significant intercompany transactions have been
eliminated in consolidation.  Certain items previously reported for
years prior to 1998 have been reclassified to conform with the current-
year presentation.

1B     Use of Estimates

     The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ
from those estimates.

1C     Concentration of Credit Risk

  The Company provides natural gas service to approximately 833,000
customers within the City.  Credit risk for the Company is spread over
a diversified base of residential, commercial, and industrial retail
sales and transportation customers.

  The Company encourages customers to participate in its long-standing
budget payment program that allows the cost of higher gas consumption
levels associated with the heating season to be spread over a 12-month
billing cycle.  Customers' payment records are continually monitored
and credit deposits are required, when appropriate, to minimize
uncollectible write-offs.

1D     Revenue Recognition

  Gas sales revenues are recorded on the accrual basis for all gas
delivered during the month, including an estimate for gas delivered
but unbilled at the end of each month.

1E     Property, Plant and Equipment

  Property, plant and equipment is stated at original cost and
includes appropriate amounts of capitalized labor costs, payroll
taxes, employee benefit costs, administrative costs, and an allowance
for funds used during construction.

1F     Accounts Payable

  The Company utilizes controlled disbursement banking arrangements
under which certain bank accounts have negative book balances due to
checks in transit.  The negative balances are classified as Accounts
Payable.

1G Maintenance and Depreciation

   The Company charges the cost of maintenance and repairs of property
and minor renewals and improvements of property to maintenance
expense.  When depreciable property is retired, its original cost is
charged to the accumulated provision for depreciation.

   The provision for depreciation substantially reflects the
systematic amortization of the original cost of depreciable property
over estimated useful lives on the straight-line method.
Additionally, actual dismantling cost, net of salvage, is included in
the provision for depreciation in the month incurred.  The amounts
provided are designed to cover not only losses due to wear and tear
that are not restored by maintenance, but also losses due to
obsolescence and inadequacy.

   The provision for depreciation, expressed as an annual percentage
of original cost of depreciable property, is as follows:

For fiscal years ended                             
September 30,              1998       1997       1996
                                                
Provision for                                   
depreciation               3.7%       3.7%       3.6%

1H Regulated Operations

   The Company's utility operations are subject to regulation by the
Commission.  Regulated operations are accounted for in accordance with
SFAS No. 71, "Accounting for the Effects of Certain Types of
Regulation."  This standard controls the application of generally
accepted accounting principles for companies whose rates are
determined by an independent regulator such as the Commission.
Regulatory assets represent certain costs that are expected to be
recovered from customers through the ratemaking process.  When
incurred, such costs are deferred as assets in the balance sheet and
subsequently recorded as expenses when those same amounts are
reflected in rates.


   The following regulatory assets were reflected in Current Assets
and Other Assets in the Consolidated Balance Sheets at
September 30, 1998 and 1997:


                                                           1998        1997
                                                              (Thousands)
       
Environmental costs, net of recoveries (see Note 2)       $35,667     $10,821
Transition costs from pipeline supplier                         -       6,921
Income tax (see Note 1I)                                    9,131       7,146
Discount, premium, expenses, and loss on reacquired bonds   2,572       2,909
SNG plant - decommissioning                                11,929      17,543
Other                                                          22         272
Total regulatory assets                                   $59,321     $45,612

  
1I     Income Taxes

   The Company follows the liability method of accounting for deferred
income taxes.  Under the liability method, deferred income taxes have
been recorded using currently enacted tax rates for the differences
between the tax basis of assets and liabilities and the basis reported
in the financial statements.  Due to the effects of regulation on the
Company, certain adjustments made to deferred income taxes are, in
turn, debited or credited to regulatory assets or liabilities.  (See
Note 5C.)

   The Company nets its income tax related regulatory assets and
liabilities.  At September 30, 1998 and 1997, net regulatory income
tax assets recorded in Other Assets amounted to $9.1 million and
$7.1 million, respectively.

   Investment tax credits have been deferred and are being amortized
through credits to income over the book lives of related property.

   The preceding deferred-tax and tax-credit accounting conforms with
regulations of the Commission.

1J Gas in Storage

   Storage injections are priced at the fiscal-year average of costs
of supply.  Withdrawals from storage are priced on the last-in, first-
out (LIFO) cost method.  The estimated current replacement cost of gas
in inventory at September 30, 1998 and 1997 exceeded the LIFO cost by
approximately $86.2 million and $88.0 million, respectively.

1K Statement of Cash Flows

   For purposes of the balance sheet and the statement of cash flows,
the Company considers all short-term liquid investments with
maturities of three months or less to be cash equivalents.

   Income taxes and interest paid (excluding capitalized interest)
were as follows:

For fiscal years ended                                    
September 30,               1998          1997          1996
                                       (Thousands)   
Income taxes paid         $11,775        $45,781     $35,096
Interest paid              31,185         32,017      36,267

1L Recovery of Gas Costs

   Under the tariff of the Company, the difference for any month
between costs recoverable through the Gas Charge and revenues billed
to customers under the Gas Charge is refunded to or recovered from
customers.  Consistent with these tariff provisions, such difference
for any month is recorded either as a current liability or as a
current asset (with a contra entry to Gas Costs).

   For each gas utility, the Commission conducts annual proceedings
regarding the reconciliation of revenues from the Gas Charge and
related costs incurred for gas.  In such proceedings, costs recovered
by a utility through the Gas Charge are subject to challenge.  Such
proceedings regarding the Company for fiscal years 1997 and 1998, are
currently pending before the Commission.  (See Item 1 - Competition
and Deregulation.)

1M Recovery of Costs of Environmental Activities Relating to Former
   Manufactured Gas Operations

   The Company is recovering the costs of environmental activities
relating to its former manufactured gas operations, including carrying
charges on the unrecovered balances, under a rate mechanism approved
by the Commission.  For each utility with such a rate mechanism, the
Commission conducts annual proceedings regarding the reconciliation of
revenues from the rate mechanism and related costs.  In such
proceedings, costs recovered by a utility through the rate mechanism
are subject to challenge.  No such proceedings are currently pending
before the Commission.

1N     Accounting Standards

   The Company adopted SOP 96-1, "Environmental Remediation
Liabilities" in fiscal 1998.  The application of the statement did not
have a material effect on the Company's financial condition or results
of operations.


2.  ENVIRONMENTAL MATTERS

   The Company, its predecessors, and certain former affiliates
operated facilities in the past at multiple sites for the purpose of
manufacturing gas and storing manufactured gas (Manufactured Gas
Sites).  In connection with manufacturing and storing gas, various by-
products and waste materials were produced, some of which might have
been disposed of rather than sold.  Under certain laws and regulations
relating to the protection of the environment, the Company might be
required to undertake remedial action with respect to some of these
materials.  Two of the Manufactured Gas Sites are discussed in more
detail below.  The Company, under the supervision of the Illinois
Environmental Protection Agency (IEPA), is conducting investigations
of an additional 27 Manufactured Gas Sites.  These investigations may
require the Company to perform additional investigation and
remediation.  The investigations are in a preliminary stage and are
expected to occur over an extended period of time.

   The Company has observed what appear to be gas purification wastes
on a Manufactured Gas Site in Chicago, formerly called the 110th
Street Station, and property contiguous thereto (110th Street Station
Site).  The Company has fenced the 110th Street Station Site and is
conducting a study under the supervision of the IEPA to determine the
feasibility of a limited removal action.

   The current owner of a site in Chicago, formerly called Pitney
Court Station, filed suit against the Company in federal district
court under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.  The suit seeks recovery of the
past and future costs of investigating and remediating the site and an
order directing the Company to remediate the site.  The Company is
contesting this suit.

   The Company is accruing and deferring the costs it incurs in
connection with all of the Manufactured Gas Sites, including related
legal expenses, pending recovery through rates or from insurance
carriers or other entities.  At September 30, 1998, the total of the
costs deferred by the Company, net of recoveries and amounts billed to
other entities, was $35.7 million.  This amount includes the Company's
best estimate of the costs of investigating and remediating the
Manufactured Gas Sites.  The estimate is based upon a comprehensive
review by the Company and its outside consultants of potential costs
associated with conducting investigative and remedial actions at the
Manufactured Gas Sites as well as the likelihood of whether such
actions will be necessary.  While the Company intends to seek
contribution from other entities for the costs incurred at the sites,
the full extent of such contributions cannot be determined at this
time.

   The Company has filed suit against a number of insurance carriers
for the recovery of environmental costs relating to its former
manufactured gas operations.  The suit asks the court to declare that
the insurers are liable under policies in effect between 1937 and 1986
for costs incurred or to be incurred by the Company in connection with
three Manufactured Gas Sites in Chicago.  The Company is also asking
the court to award damages stemming from the insurers' breach of their
contractual obligation to defend and indemnify the Company against
these costs.  At this time, management cannot determine the timing and
extent of the Company's recovery of costs from its insurance carriers.
Accordingly, the costs deferred at September 30, 1998 have not been
reduced to reflect recoveries from insurance carriers.

   Costs incurred by the Company for environmental activities relating
to former manufactured gas operations will be recovered from insurance
carriers or other entities or through rates for utility service.
Accordingly, management believes that the costs incurred by the
Company in connection with former manufactured gas operations will not
have a material adverse effect on the financial position or results of
operations of the Company.  The Company is recovering the costs of
environmental activities relating to its former manufactured gas
operations, including carrying charges on the unrecovered balances,
under a rate mechanism approved by the Commission.  At September 30,
1998, it had recovered $6.6 million of such costs through rates.

3.  LONG-TERM LEASE

   The Company entered into a long-term operating lease for its
headquarters office which expires in fiscal 2008.

   The rental obligation consists of a base rent of $2.3 million plus
operating expenses and taxes.  The base rent escalates two percent
each year through 2003.  Base rent in 2004 will be approximately $3.6
million with annual increases of two percent each year through 2008.

   Rental expenses for the headquarters office were $6.5 million, $6.4
million, and $6.5 million, for fiscal years 1998, 1997, and 1996,
respectively.

4.  RETIREMENT AND POSTEMPLOYMENT BENEFITS

4A Pension Benefits

   The Company participates in two defined benefit pension plans
covering substantially all employees.  These plans provide pension
benefits that generally are based on an employee's length of service,
compensation during the five years preceding retirement, and social
security benefits.  Annual contributions are made to the plans based
upon actuarial determinations and in consideration of tax regulations
and funding requirements under federal law.

   The Company also has non-qualified pension plans that provide
employees with pension benefits in excess of qualified plan limits
imposed by federal tax law.

   Net pension cost for all plans for fiscal 1998, 1997, and 1996
included the following components:


                                               1998     1997     1996
                                                  (Millions)

Service cost - benefits earned during year    $ 10.3    $ 10.9    $12.7
Interest cost on projected benefit obligations  25.8      27.5     30.6
Actual return on plan assets (gain)           (106.0)   (104.0)   (64.9)
Net amortization and deferral                   58.7      56.5     20.4
Settlement accounting                          (17.0)    (17.7)    (7.8)
Net pension cost (credit)                     $(28.2)   $(26.8)   $(9.0)

   In 1998, 1997 and 1996, the Company recognized net gains of $17.0
million, $17.7 million, and $7.8 million, respectively, from the
settlement of portions of pension plan obligations.

   In 1998, a special benefit cost of $1.2 million was recognized to
reflect the cost of an accelerated pension payout to certain former
employees.

   The calculation of pension cost assumed a long-term rate of return
on assets of 9.0 percent for 1998 and 1997, and 8.5 percent for 1996.
The settlement accounting cost for all years was determined using a
discount rate of 7.5 percent and assumed future compensation increases
of 4.5 percent per year.

   The following table shows the estimated funded status of the
Company's pension plans at September 30, 1998 and 1997:


                                                              1998    1997
                                                                (Millions)

Plan assets at market value                                   $638.3  $547.7
Actuarial present value of plan benefits:
  Vested                                                       266.1   246.9
  Non-vested                                                    39.7    30.9
Accumulated benefit obligation                                 305.8   277.8
Effect of projected future compensation increases               87.4    76.0
Projected benefit obligation                                   393.2   353.8
Excess of plan assets over projected benefit obligation        245.1   193.9
Less:
  Unrecognized transition asset                                 14.4    18.4
  Unrecognized prior service cost                               (5.1)   (5.6)
  Unrecognized net gain                                        170.0   145.4
Non-qualified plan contributions: 7-1-98 to 9-30-98              0.2     1.5
Recognition of non-qualified plan additional minimum liability  (2.9)   (4.5)
Accrued pension asset                                         $ 63.1  $ 32.7

                                   
   The projected benefit obligation and plan assets at September 30,
1998 and 1997, are based on a July 1 measurement date using a discount
rate of 7.0 percent for 1998 and 7.5 percent for 1997 and assumed
future compensation increases of 4.5 percent per year.  Plan assets
consist primarily of marketable equity and fixed-income securities.

4B Other Postretirement Benefits

   The Company also provides certain health care and life insurance
benefits for retired employees.  Substantially all employees may
become eligible for such benefit coverage if they reach retirement age
while working for the Company.  The plans are funded based upon
actuarial determinations and in consideration of tax regulations.  The
Company accrues the expected costs of such benefits during the
employees' years of service.

   Net postretirement benefit cost for all plans for fiscal 1998,
1997, and 1996 included the following components:

 
                                              1998   1997   1996
                                                 (Millions)

Service cost - benefits earned during year   $ 3.2  $ 2.9  $ 3.1
Interest cost on projected benefit obligation  7.8    7.9    7.1
Actual return on plan assets (gain)           (8.8)  (6.2)  (2.9)
Amortization of transition obligation          4.5    4.5    4.5
Net amortization and deferral                  4.4    3.1    1.1
Net postretirement benefit cost              $11.1  $12.2  $12.9


   The calculation of postretirement benefit cost assumed a long-term
rate of return on assets of 9.0 percent for 1998 and 1997, and 7.5
percent for 1996.

   Of the above total postretirement costs recognized for fiscal years
1998, 1997, and 1996, $3.9 million, $5.5 million, and $5.6 million,
respectively, were funded through trust funds for future benefit
payments.

   In 1998, a special benefit charge of $132,000 was recognized to
reflect the health and life insurance costs associated with an
accelerated retirement program for certain former employees.

   The following table sets forth the estimated funded status for the
postretirement health care and life insurance plans at September 30,
1998 and 1997:

                                                      1998    1997
                                                       (Millions)

Plan assets at market value                           $57.6   $44.9
Accumulated postretirement benefit obligation (APBO):
  Retirees                                             64.6    62.7
  Fully eligible active plan participants               7.5    13.4
  Other active plan participants                       27.2    29.2
Total APBO                                             99.3   105.3
Deficiency of plan assets over the APBO               (41.7)  (60.4)
Less:
  Unrecognized transition obligation
  (being amortized over 20 years)                     (57.6)  (72.1)
  Unrecognized net gain                                22.2    19.3
Contributions: July 1 to September 30                   6.3     7.1
Accrued postretirement benefit liability               $  -   $(0.5)

   The total APBO and plan assets at September 30, 1998 and 1997, are
based on a July 1 measurement date, using a discount rate of 7.0
percent for 1998 and 7.5 percent for 1997 and assumed future
compensation increases of 4.5 percent per year.  Plan assets consist
primarily of marketable equity and fixed-income securities.

   For measurement purposes, a health care cost trend rate of 7.9
percent was assumed for fiscal 1998, and that rate thereafter will
decline gradually to 4.75 percent in 2003 and subsequent years.  The
health care cost trend rate assumption has a significant effect on the
amounts reported.  Increasing the assumed health care cost trend rate
by one percentage point for each future year would have increased the
APBO at September 30, 1998, by $7.9 million and the aggregate of
service and interest cost components of the net periodic
postretirement benefit cost by $1.2 million annually.

5.  TAX MATTERS

5A Provision for Income Taxes

   Total income tax expense as shown on the Consolidated Statements of
Income is composed of the following:


For fiscal years ended September 30,      1998    1997      1996
                                               (Thousands)
Current:
  Federal                              $12,864   $26,036   $32,590
  State                                  2,860     5,850     6,859
  Total current income taxes            15,724    31,886    39,449
Deferred:
  Federal                               18,991    14,049    13,121
  State                                  4,864     3,746     3,554
  Total deferred income taxes           23,855    17,795    16,675
Investment tax credits - net:
  Federal                               (1,467)   (1,524)   (2,635)
  State                                     76       112       129
  Total investment tax credits - net    (1,391)   (1,412)   (2,506)
Total provision for income taxes        38,188    48,269    53,618
Less - Included in operation expense         -         -        85
Net provision for income taxes         $38,188   $48,269   $53,533

                                   
5B Tax Rate Reconciliation

   The following is a reconciliation between the computed federal
income tax expense (tax rate of 35 percent times pre-tax book income)
and the total provision for federal income tax expenses:
<TABLE>
<CAPTION>
 
For fiscal years ended September 30,          1998                   1997            1996
                                                     Percent                Percent                Percent
                                                       of                     of                     of
                                          Amount     Pre-tax     Amount     Pre-tax     Amount     Pre-tax
                                         (000's)     Income     (000's)     Income     (000's)     Income
<S>                                     <C>          <C>        <C>         <C>        <C>
Computed federal income
  tax expense                           $34,568      35.00     $43,281      35.00     $46,140      35.00
Amortization of investment
  tax credits                            (1,467)     (1.49)     (1,524)     (1.23)     (2,635)     (2.00)
Other, net                               (2,713)     (2.74)     (3,196)     (2.59)       (429)     (0.32)
Total provision for federal
  income taxes                          $30,388      30.77     $38,561      31.18     $43,076      32.68

</TABLE>

5C Deferred Income Taxes

   Set forth in the table below are the temporary differences which
gave rise to the net deferred income tax liabilities (see Note 1I):
                                  

At September 30,                                        1998          1997
                                                     (Thousands)
Deferred tax liabilities:
  Property - accelerated depreciation and
     other property related items                    $238,559      $226,537
  Other                                                36,068        33,249
  Total deferred income tax liabilities               274,627       259,786
Deferred tax assets:
  Uncollectible accounts                               (9,134)      (11,651)
  Unamortized investment tax credits                  (11,484)      (12,049)
  Other                                                (6,050)       (6,861)
  Total deferred income tax assets                    (26,668)      (30,561)
Net deferred income tax liabilities                  $247,959      $229,225


6.  ASSETS SUBJECT TO LIEN

   The Indenture of Mortgage, dated January 2, 1926, as supplemented,
securing the first and refunding mortgage bonds issued by the
Company, constitutes a direct, first-mortgage lien on substantially
all property owned by the Company.


7.  OTHER INCOME AND DEDUCTIONS - MISCELLANEOUS
<TABLE>
<CAPTION>
                                  
For fiscal years ended September 30,                1998       1997         1996
                                                          (Thousands)
<S>                                                <C>         <C>       <C>
Interest on amounts recoverable from customers     $ 119       $ 126     $     -
Gain on expiration of gas storage contracts            -           -       11,093
Amortization of gain (loss) on reacquired bonds     (268)       (165)         (65)
Gain/loss on disposition of property                (672)       (650)           -
Earnings from subsidiary companies                   348         304          275
Other                                                 73          43       (1,283)
Total other income and deductions - miscellaneous  $(400)      $(342)     $10,020
</TABLE>
8.  CAPITAL COMMITMENTS

   Total contract and purchase order commitments of the Company at
September 30, 1998, amounted to approximately $5.7 million.

9.  SHORT-TERM BORROWINGS AND CREDIT LINES
                                  


At September 30,                          1998            1997
                                       (Thousands)
Bank Loans
Peoples Gas
  8.50% due March 27, 1998             $      -        $    700
Commercial Paper
North Shore Gas
  due October 1, 1997                  $      -        $  2,110
Peoples Gas
  due October 1, 1998                     2,300               -
  due October 23, 1998                    6,600               -
Letters of Credit
  Peoples Gas                          $    100        $    100
Available lines of credit
  Unused bank lines                    $120,400        $126,490


   Short-term cash needs of the Company and North Shore Gas are met
through intercompany loans from Peoples Energy, bank loans, and/or
the issuance of commercial paper.  The outstanding total amount of
bank loans, letters of credit and commercial paper issuances cannot
at any time exceed total bank credit then in effect.

   At September 30, 1998 and 1997, the Company and North Shore Gas
had combined lines of credit totaling $129.4 million.  Of these
amounts, North Shore Gas could borrow up to $30.0 million.
Agreements covering $92.0 million of the total at September 30, 1998
will expire on August 29, 1999; the agreement covering the remaining
$37.4 million will expire on January 31, 2000.  Such lines of credit
cover projected short-term credit needs of the Company and North
Shore Gas and support the long-term debt treatment of the Company's
adjustable-rate mortgage bonds.  (See Note 10A.)  Payment for the
lines of credit is by fee.


10.  LONG-TERM DEBT

10A  Interest-Rate Adjustments

   The rate of interest on the City of  Joliet 1984 Series C Bonds,
which were secured by the Company's Adjustable-Rate First and
Refunding Mortgage Bonds, Series W, was subject to adjustment
annually on October 1.  Owners of the Series C Bonds had the right to
tender such bonds at par during a limited period prior to that date.
The Company was obligated to purchase any such bonds tendered if they
could not be remarketed.  All Series C Bonds were redeemed on October 1,
1998. The rate of interest on the Series C Bonds was 3.875% during 
fiscal 1998.

   The rate of interest on the City of Chicago 1993 Series B Bonds,
which are secured by the Company's Adjustable-Rate First and
Refunding Mortgage Bonds, Series EE, is subject to adjustment
annually on December 1.  Owners of the Series B Bonds have the right
to tender such bonds at par during a limited period prior to that
date.  The Company is obligated to purchase any such bonds tendered
if they cannot be remarketed.  The interest rate on such bonds is
3.90 percent for the period December 1, 1997, through
November 30, 1998.

   The Company classifies these adjustable-rate bonds as long-term
liabilities since it would refinance them on a long-term basis if
they could not be remarketed.  In order to ensure its ability to do
so, on February 1, 1994, the Company established a $37.4 million
three-year line of credit with The Northern Trust Company which has
since been extended to January 31, 2000.  (See Note 9.)

10B Sinking Fund Requirements and Maturities

   At September 30, 1998, long-term debt sinking fund requirements
and maturities for the next five years are:

Fiscal Year      Amounts
               (Thousands)
               
   1999          $10,400
   2000            --
   2001            --
   2002            --
   2003           75,000

10C Fair Value of Financial Instruments

   At September 30, 1998, the carrying amount of the Company's long-
term debt of $462.4 million had an estimated fair value of
$494.9 million.  At September 30, 1997, the carrying amount of the
Company's long-term debt of $462.4 million had an estimated fair
value of $497.0 million.  The estimated fair value of the Company's
long-term debt is based on yields for issues with similar terms and
remaining maturities.  Since the Company is subject to regulation,
any gains or losses related to the difference between the carrying
amount and the fair value of financial instruments may not be
realized by the Company's shareholder.  The carrying amount of all
other financial instruments approximates fair value.  The $.5 million
in temporary cash investments approximates its fair value.

11.  QUARTERLY FINANCIAL DATA (UNAUDITED)


   All four quarters of fiscal 1998 reflected weather that was
significantly warmer than during the comparable quarters of fiscal
1997.  The first quarter of fiscal 1998 also reflected decreased
pension expense caused by changes in settlement accounting attributed
to employees choosing early retirement and actuarial assumptions.
(See Note 4A.)
                                  
                                                         Net Income
                       Operating       Operating        Applicable to
Fiscal Quarters         Revenues         Income         Common Stock
                      (Thousands)

1998
  Fourth               $94,788         $(2,805)          $ (9,804)
  Third                157,364          15,098              7,359
  Second               348,402          48,757             40,399
  First                306,966          38,740             30,424

1997
  Fourth               $96,349         $(4,144)          $(11,734)
  Third                177,308          18,146             10,394
  Second               489,348          61,642             54,328
  First                336,479          40,323             32,110



12.  EVENT (UNAUDITED) SUBSEQUENT TO THE AUDITORS' REPORT DATED
     OCTOBER 30, 1998

Environmental Matters

Former Manufactured Gas Plant Operations

   The Company has filed suit against a number of insurance carriers
for the recovery of environmental costs relating to the Company's
former manufactured gas operations.  In November 1998, the Company
entered into a settlement agreement with one of its insurance
carriers.  Given the regulatory treatment discussed in Note 2, the
settlement will not have an effect on income.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
      AND FINANCIAL DISCLOSURE

   Not applicable.


                              PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

IDENTIFICATION OF DIRECTORS

                                                          Company
 Name, Principal Occupation,                  Age at   Directorship
   and Other Directorships                   11-30-98      Since

Donald M. Field                                  49         1998
  Executive Vice President of the Company,
  Peoples Energy, and North Shore Gas; Director of
  North Shore Gas.

James Hinchliff                                  58         1985
  Senior Vice President and General Counsel
  of the Company, Peoples Energy,
  and North Shore Gas; Director of North Shore Gas.

James M. Luebbers                                52         1998
  Vice President and Controller
  of the Company, Peoples Energy,
  and North Shore Gas; Director of North Shore Gas.

Thomas M. Patrick                                52         1997
President and Chief Operating Officer of
  the Company, Peoples Energy, and North Shore Gas;
  Director of Peoples Energy and North Shore Gas.

Richard E. Terry                                 61         1982
  Chairman of the Board and Chief Executive
  Officer of the Company, Peoples Energy, and
  North Shore Gas; Director of Peoples Energy
  and North Shore Gas.  Mr. Terry is also a
  director of Amsted Industries, Bankmont
  Financial Corp. and its subsidiaries, Harris
  Bankcorp, Inc. and Harris Trust and Savings Bank.


IDENTIFICATION OF EXECUTIVE OFFICERS

                        Position at                      Age at     Position
    Name              November 30, 1998                   11-30-98   Held Since

Katherine A. Donofrio Vice President                         41         1997

Willard S. Evans, Jr. Vice President                         43         1997

Donald M. Field       Executive Vice President               49         1998

Joan T. Gagen         Vice President                         47         1994

James Hinchliff       Senior Vice President and              58         1989
                        General Counsel

John C. Ibach         Vice President                         51         1992

Peter H. Kauffman     Assistant General Counsel
                       and Secretary                         52         1998

James M. Luebbers     Vice President and Controller          52         1998

William E. Morrow     Vice President                         42         1996

Thomas M. Patrick     President and Chief Operating Officer  52         1998

William W. Reynolds   Treasurer                              40         1998

Desiree G. Rogers     Vice President                         39         1997

Richard E. Terry      Chairman of the Board and              61         1990
                        Chief Executive Officer

Charles L. Thompson   Vice President                         51         1998


   Directors and executive officers of the Company were elected to
serve for a term of one year or until their successors are duly
elected and qualified, except for Ms. Donofrio, Mr. Evans, and Ms.
Rogers, who were appointed.

   There are no family relationships among directors and executive
officers of the Company.

   All of the directors and executive officers of the Company have
been continuously employed by the Company and/or its affiliates in
various capacities for at least five years, with the exception of Mr.
Reynolds and Ms. Rogers.

ITEM 11.  EXECUTIVE COMPENSATION

   The following tables set forth information concerning annual and
long-term compensation and grants of stock options, stock
appreciation rights (SARs) and restricted stock awards under Peoples
Energy's Long-Term Incentive Compensation Plan.  All compensation was
paid by the Company and its affiliates (Peoples Energy and North
Shore Gas) for services in all capacities during the three fiscal
years set forth below, to (1) the Chief Executive Officer and (2) the
four most highly compensated executive officers of the Company other
than the Chief Executive Officer.

<TABLE>
<CAPTION>                                  
                     SUMMARY COMPENSATION TABLE

                                                                  Long Term Compensation
                               Annual Compensation                        Awards
                                                       Restricted Stock               All Other
  Name and                                                Awards (1)(2) Options/SARs Compensation
Principal Position           Year   Salary ($) Bonus ($)    ($)              (#)        (3)($)
<S>                          <C>    <C>        <C>        <C>             <C>           <C>           
Richard E. Terry             1998   600,000    245,000    192,828         20,600        18,000
 Chairman and Chief          1997   548,500    237,900    152,663         17,800        16,455
 Executive Officer           1996   473,500    191,600    145,722         21,200        14,205
                                    
                                                                   
J. Bruce Hasch               1998   359,700    132,200    99,706          10,600        10,791
 Former President and        1997   345,900    106,700    84,525           9,800        10,377
 Chief Operating Officer (4) 1996   332,600     86,000    80,803          11,800         9,978


                                                                   
James Hinchliff              1998   271,100     75,300    55,497           6,000         8,133
  Senior Vice President      1997   260,700     67,700    54,338           6,400         7,821
  and General Counsel        1996   250,700     54,500    51,797           7,600         7,521

                                                                   
Thomas M. Patrick            1998   254,800     75,300    55,497           6,000         7,644
  President and Chief        1997   231,600     67,700    54,338           6,400         6,948
  Operating Officer          1996   186,800     31,900    33,150           4,800         5,604

                                                                   
Kenneth S.Balaskovits        1998   220,900     61,800    44,209           4,800         6,627
  Former Vice President      1997   210,400     53,100    43,988           5,200         6,312
  and Controller (4)         1996   172,500     25,700    33,150           4,800         5,175




(1) Restricted stock awards are valued at the closing market price
    as of the date of grant.  The total number of restricted shares
    held by the named executive officers and the aggregate market
    value of such shares at September 30, 1998 were as follows:  Mr.
    Terry, 14,685 shares, valued at $528,660; Mr. Hasch, 8,025
    shares, valued at $288,900; Mr. Hinchliff, 4,925 shares, valued
    at $177,300; Mr. Patrick, 4,125 shares, valued at $148,500; and
    Mr. Balaskovits, 3,585 shares, valued at $129,060.  Dividends
    are paid on the restricted shares at the same time and at the
    same rate as dividends paid to all shareholders of common stock.
    Aggregate market value is based on a per share price of $36.00,
    the closing price of Peoples Energy's stock on the New York
    Stock Exchange on September 30, 1998.

(2)  Restricted stock awards granted to date vest in equal annual
    increments over a five-year period.  If a recipient's employment with
    the Company terminates, other than by reason of death, disability, or
    retirement after attaining age 65, the recipient forfeits all rights
    to the unvested portion of the restricted stock award.  In addition,
    the Compensation-Nominating Committee (and with respect to the CEO,
    the Compensation-Nominating Committee, subject to the approval of the
    non-employee directors) may, in its sole discretion, accelerate the
    vesting of any restricted stock awards granted under the Long-Term
    Incentive Compensation Plan.  Total restricted stock awarded to the
    named individuals for 1996 constituted 12,475 shares, of which 2,495
    shares vested in 1997; 2,495 shares vested in 1998; 2,495 shares will
    vest in 1999; 2,495 shares will vest in 2000; and the remaining 2,495
    shares will vest in 2001.  Total restricted stock awarded to the
    named individuals for 1997 constituted 11,300 shares, of which 2,260
    shares vested in 1998; 2,260 shares will vest in 1999; 2,260 shares
    will vest in 2000; 2,260 shares will vest in 2001; and the remaining
    2,260 shares will vest in 2002. Total restricted stock awarded to the
    named individuals for 1998 constituted 11,900 shares, of which 2,380
    shares will vest in 1999; 2,380 shares will vest in 2000; 2,380
    shares will vest in 2001; 2,380 shares will vest in 2002; and the
    remaining 2,380 shares will vest in 2003.

(3)  Company contributions to the Capital Accumulation Plan accounts
    of the named executive officers during the above fiscal years.
    Employee contributions under the plan are subject to a maximum
    limitation under the Internal Revenue Code of 1986.  The Company pays
    an employee who is subject to this limitation an additional 50 cents
    (after October 1, 1998, 60 cents) for each dollar that the employee
    is prevented from contributing solely by reason of such limitation.
    The amounts shown in the table above reflect, if applicable, this
    additional Company payment.
    
(4)  Messrs. Hasch and Balaskovits retired as of November 1, 1998.

</TABLE>

<TABLE>
<CAPTION>

                 OPTIONS/SAR GRANTS IN FISCAL  1998

                                        Individual Grants
                                         % of Total Options/
                          Options/SARs    SARs Granted to  Exercise or                Grant Date
                             Granted   Employees in Fiscal  Base Price   Expiration   Present Value
   Name                      (#) (1)       Year (2)         ($/Sh)           Date       ($)(3)
<S>                          <C>            <C>             <C>           <C>          <C>   
Richard E. Terry             20,600         12.3%           $37.84        01-Oct-07    $131,428
  Chairman and Chief
  Executive  Officer
                                                            
J. Bruce Hasch               10,600          6.3             37.84        01-Oct-07     67,628
  Former President and
  Chief  Operating Officer (4)
                                                            
James Hinchliff               6,000          3.6             37.84        01-Oct-07     38,280
  Senior Vice President
  and General Counsel
                                                            
Thomas M. Patrick             6,000          3.6             37.84        01-Oct-07     38,280
  President and Chief
  Operating Officer
                                                            
Kenneth S. Balaskovits        4,800          2.9             37.84        01-Oct-07     30,624
  Former Vice President
  and Controller (4)
                                                            

(1)The grant of an Option enables the recipient to purchase Peoples
   Energy common stock at a purchase price equal to the fair market
   value of the shares on the date the Option is granted.  The grant
   of an SAR enables the recipient to receive, for each SAR granted,
   cash in an amount equal to the excess of the fair market value of
   one share of Peoples Energy common stock on the date the SAR is
   exercised over the fair market value of such common stock on the
   date the SAR was granted.  Options or SARs that expire
   unexercised become available for future grants.  Before an Option
   or SAR may be exercised, the recipient must complete 12 months of
   continuous employment subsequent to the grant of the Option or
   SAR.  Options and SARs may be exercised within 10 years from the
   date of grant, subject to earlier termination in case of death,
   retirement, or termination of employment.

(2)Based on 83,800 Options and 83,800 SARs granted to all employees
   under Peoples Energy's Long-Term Incentive Compensation Plan
   during fiscal 1998.

(3)  Present value is determined using a variation of the Black-
    Scholes Option-Pricing Model.  The model assumes:  a) that Options
    and SARs are exercised three and one-half years after the date of
    grant - the average time Options and SARs were held by recipients
    under Peoples Energy Long-Term Incentive Compensation Plan over the
    past ten years; b) use of an interest rate equal to the interest rate
    on a U.S. Treasury security with a maturity date corresponding to the
    assumed exercise date; c) a level of volatility calculated using
    weekly stock prices for the two years prior to the date of grant; d)
    an expected dividend yield; and e) that no adjustments were made for
    non-transferability or risk of forfeiture.  This is a theoretical
    value for the Options and SARs.  The amount realized from an Option
    or SAR ultimately depends upon the excess of the market value of
    Peoples Energy's stock over the exercise price on the date the option
    or SAR is exercised.
    
(4)  Messrs. Hasch and Balaskovits retired as of November 1, 1998.

</TABLE>

<TABLE>
<CAPTION>

           AGGREGATED OPTION/SAR EXERCISES IN FISCAL  1998
                AND FISCAL YEAR-END OPTION/SAR VALUES
                  

                             Shares                    Number of Unexercised               Value of Unexercised
                           Acquired on                Options/SARs at Fiscal            In-the-Money Options/SARs
                          (Option/SAR)   Value            Year-End (#)                       at Fiscal Year-End ($)
     Name                  Exercise(#) Realized ($)  Exercisable  Unexercisable    Exercisable Unexercisable
<S>                               <C>     <C>            <C>       <C>                <C>           <C> 
Richard E. Terry                  0       0              46,800    20,600             $187,998      $0
  Chairman and                                               
Chief Executive Officer
                                                             
J. Bruce Hasch                    0       0              19,200    10,600               65,866       0
  Former President and
  Chief Operating Officer (1)
                                                             
James Hinchliff                   0       0              12,600    6,000                43,328       0
  Senior Vice President
  and General Counsel
                                                             
Thomas M.  Patrick                0       0              16,600    6,000                73,920       0
  President and Chief
  Operating Officer
                                                             
Kenneth S. Balaskovits            0       0               5,200     4,800               9,412        0
  Former Vice President
  and Controller (1)

(1)Messrs. Hasch and Balaskovits retired as of November 1, 1998.

</TABLE>

                         PENSION PLAN TABLE
                                  
                          Years Of Service
Average Annual
 Compensation    20        25       30        35       40
$150,000    $  54,400 $  68,000 $  81,600 $  90,975  $100,350
 200,000       74,400    93,000   111,600   124,100   136,600
 250,000       94,400   118,000   141,600   157,225   172,850
 300,000      114,400   143,000   171,600   190,350   209,100
 350,000      134,400   168,000   201,600   223,475   245,350
 400,000      154,400   193,000   231,600   256,600   281,600
 450,000      174,400   218,000   261,600   289,725   317,850
 500,000      194,400   243,000   291,600   322,850   354,100
 550,000      214,400   268,000   321,600   355,975   390,350
 600,000      234,400   293,000   351,600   389,100   426,600
 650,000      254,400   318,000   381,600   422,225   462,850
 700,000      274,400   343,000   411,600   455,350   499,100
 750,000      294,400   368,000   441,600   488,475   535,350
 800,000      314,400   393,000   471,600   521,600   571,600
 850,000      334,400   418,000   501,600   554,725   607,850
 900,000      354,400   443,000   531,600   587,850   644,100


   The above table illustrates various annual straight-life benefits
at normal retirement (age 65) for the indicated levels of average
annual compensation and various periods of service, assuming no
future changes in Peoples Energy's pension benefits.  The
compensation used in the computation of annual retirement benefits is
substantially equivalent to the salary and bonus reported in the
Summary Compensation Table.  The benefit amounts shown reflect
reduction for applicable Social Security benefits.

   Average annual compensation is the average 12-month compensation
for the highest 60 consecutive months of the last 120 months of
service prior to retirement.  Compensation is total salary paid to an
employee by the Company and/or its affiliates, including bonuses
under Peoples Energy's Short-Term Incentive Compensation Plan, pre-
tax contributions under Peoples Energy's Capital Accumulation Plan,
pre-tax contributions under Peoples Energy's Health and Dependent
Care Spending Accounts Plan, and pre-tax contributions for life and
health care insurance, but excluding moving allowances, exercise of
stock options and SARs, and other compensation that has been
deferred.

   At September 30, 1998, the credited years of retirement benefit
service for the individuals listed in the Summary Compensation Table
were as follows:  Mr. Terry, 34 years; Mr. Hasch, 38 years;
Mr. Hinchliff, 26 years, Mr. Patrick, 22 years; and Mr. Balaskovits,
31 years.  The benefits shown in the foregoing table are subject to
maximum limitations under the Employee Retirement Income Security Act
of 1974, as amended, and the Internal Revenue Code of 1986, as
amended.  Should these benefits at the time of retirement exceed the
then-permissible limits of the applicable Act, the excess would be
paid by the Company as supplemental pensions pursuant to Peoples
Energy's Supplemental Retirement Benefit Plan.  The benefits shown
give effect to these supplemental pension benefits.

                        SEVERANCE AGREEMENTS

    Peoples Energy has entered into separate severance agreements
with certain key executives including each of the executives named in
the Summary Compensation Table.  The intent of the severance
agreements is to assure the continuity of the administration and
operations of Peoples Energy and its subsidiaries, including the
Company in the event of  a Change in Control of the Company (as
described below).  The severance agreements were developed in
accordance with the advice of outside consultants.

   The term of each severance agreement is for the longer of 36
months after the date in which a Change in Control of Peoples Energy
occurs or 24 months after the completion of the transaction approved
by shareholders described in (iii) below of the description of a
Change in Control.  A Change in Control is defined as occurring when
(i) Peoples Energy receives a report on Schedule 13D filed with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, disclosing that any
person, group, corporation, or other entity is the beneficial owner,
directly or indirectly, of 20% or more of the common stock of Peoples
Energy; (ii) any person, group, corporation, or other entity (except
Peoples Energy or a wholly-owned subsidiary), after purchasing common
stock of Peoples Energy in a tender offer or exchange offer, becomes
the beneficial owner, directly or indirectly, of 20% or more of such
common stock; (iii) the shareholders of Peoples Energy approve (a)
any consolidation or merger of Peoples Energy in which Peoples Energy
is not the continuing  or surviving corporation, other than a
consolidation or merger in which holders of Peoples Energy's common
stock prior to the consolidation or merger have substantially the
same proportionate ownership of common stock of the surviving
corporation immediately after the consolidation or merger as
immediately before; (b) any consolidation or merger in which Peoples
Energy is the continuing or surviving corporation, but in which the
common shareholders of Peoples Energy immediately prior to the
consolidation or merger do not hold at least 90% of the outstanding
common stock of Peoples Energy; (c) any sale, lease, exchange or
other transfer of all or substantially all of the assets of Peoples
Energy, except where Peoples Energy owns all of the outstanding stock
of the transferee entity or Peoples Energy's common shareholders
immediately prior to such transaction own at least 90% of the
transferee entity or group of transferee entities immediately after
such transaction; or (d) any consolidation or merger of Peoples
Energy where, after the consolidation or merger, one entity or group
of entities owns 100% of the shares of Peoples Energy, except where
Peoples Energy's common shareholders immediately prior to such merger
or consolation own at least 90% of the outstanding stock of such
entity or group of entities immediately after such consolidation or
merger; or (iv) a change in the majority of the members of Peoples
Energy's Board of Directors within a 24-month period, unless approved
by two-thirds of the directors then still in office who were in
office at the beginning of the 24-month period.

   Each severance agreement provides for payment of severance
benefits to the executive in the event that, during the term of the
severance agreement, (i) the executive's employment is terminated by
Peoples Energy or the Company, except for "cause" as defined therein;
or (ii) the executive's employment is terminated due to a
constructive discharge, which includes (a) a material change in the
executive's responsibilities, which change would cause the
executive's position with Peoples Energy or the Company to become of
less dignity, responsibility, prestige or scope; (b) reduction, which
is more than de minimis, in total compensation; (c) assignment
without the executive's consent to a location more than 50 miles from
the current place of employment; or (d) liquidation, dissolution,
consolidation,  merger, or sale of all or substantially all of the
assets of Peoples Energy or the Company, unless the successor
corporation has a net worth at least equal to that of Peoples Energy
or the Company, as applicable, and expressly assumes the obligations
of Peoples Energy under the executive's severance agreement.

   The principal severance benefits payable under each severance
agreement consist of the following:  (i) the executive's base salary
and accrued benefits through the date of termination, including a pro
rata portion of  awards under Peoples Energy's Short-Term Incentive
Compensation (STIC) Plan; (ii) three times the sum of the
individual's base salary, the average of the STIC Plan awards for the
prior three years and the value of the Long-Term Incentive
Compensation (LTIC) Plan awards in the prior calendar year; and (iii)
the present value of the executive's accrued benefits under the
Peoples Energy's Supplemental Retirement Benefits Plan (SRBP) that
would be payable upon retirement at normal retirement age, computed
as if the executive had completed three years of additional service.
In addition, the executive will be entitled to continuation of life
insurance and medical benefits for the longer of (a) a period of
three years after termination or (b) a period commencing after
termination and ending when the executive may receive pension
benefits without actuarial reduction, provided that Peoples Energy's
obligation for such benefits under the severance agreement shall
cease upon the executive's employment with another employer that
provides life insurance and medical benefits.  Each severance
agreement also provides that the executive's Options and SARs shall
become exercisable upon a Change in Control and that all Options and
SARs shall remain exercisable for the shorter of (a) three years
after termination or (b) the term of such Options and SARs.  Any
restricted stock previously awarded to the executive under the LTIC
Plan would vest upon a Change in Control if such vesting does not
occur due to a Change in Control under the terms of the LTIC Plan.
Peoples Energy is also obligated under each severance agreement to
pay an additional amount to the executive sufficient on an after-tax
basis to satisfy any excise tax liability imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended.  The benefits received
by the executive under each agreement are in lieu of benefits under
Peoples Energy's termination allowance plan and the executive's
benefits under the SRBP.  Each executive would be required to waive
certain claims prior to receiving any severance benefits.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

   At November 30, 1998, voting securities of the Company were
beneficially owned as follows:

 Title of                                    Number of    Percent of
  Class        Name and Address             Shares Owned    Class


Common Stock   Peoples Energy Corporation
  without      130 East Randolph Driv
 par value     Chicago, Illinois  60601-6207  24,817,566      100

SECURITY OWNERSHIP OF MANAGEMENT

   No equity securities of the Company are beneficially owned
directly or indirectly by any director or officer of the Company.

   Shares of common stock, without par value, of Peoples Energy
beneficially owned directly or indirectly by all directors and
certain executive officers of the Company and all directors and
executive officers of the Company as a group at November 30, 1998,
are as follows:

                                       Shares of Peoples Energy
                                      Common Stock Beneficially
       Name                       Owned at November 30, 1998 (1)
   Donald M. Field*                         19,467 (2)(3)
   James Hinchliff*                         34,918 (2)(3)
   James M. Luebbers*                        6,633 (2)(3)
   Thomas M. Patrick*                       25,761 (2)(3)
   Richard E. Terry*                        90,724 (2)(3)
   J. Bruce Hasch (4)                       48,635
   Kenneth S. Balaskovits (4)               12,122

   All directors and officers of the Company
       as a group, including those named above
       (15 in number)                      300,989

                      * Director of the Company


(1) The total of 300,989 shares held by all directors and executive
    officers as a group is less than one percent of Peoples Energy's
    outstanding common stock.  Unless otherwise indicated, each
    individual has sole voting and investment power with respect to
    the shares of common stock attributed to him or her in the
    table.

(2) Includes shares that the following have a right to acquire
    within 60 days following November 30, 1998, through the exercise
    of stock options granted under Peoples Energy's Long-Term
    Incentive Compensation Plan:  Messrs. Balaskovits, 5,000; Hasch,
    14,900; Hinchliff, 9,300; Patrick, 10,100; Terry, 33,700; and
    all executive officers of the Company, as a group, 125,200.

(3)  Includes shares of restricted stock awarded under Peoples
   Energy's Long-Term Incentive Compensation Plan, the restrictions on
   which had not lapsed at November 30, 1998, as follows:  Messrs.
   Hinchliff, 4,830; Patrick, 5,720; Terry, 15,480; and all executive 
   officers as a group, 34,585.  Owners of shares of restricted stock 
   have the right to vote such shares and to receive dividends 
   thereon, but have no investment power with respect to such shares 
   until the restrictions thereon lapse.

(4)  Messrs. Hasch and Balaskovits retired as of November 1, 1998.

CHANGES IN CONTROL

   None.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The Company provides general corporate and support services to
Peoples Energy pursuant to an Intercompany Service Agreement
(Agreement), the terms of which were approved by the Commission.  In
fiscal 1998, the Company furnished general corporate services in the
amount of $3,693,099 and support services in the amount of $131,978
to Peoples Energy under the Agreement.



                                  
                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
                   FORM 8-K

(a)    1. Financial Statements:                     Page

       See Part II, Item 8.                          17

   2.  Financial Statement Schedules:

       Schedule
        Number

         VIII   Valuation and Qualifying Accounts    44

   3.  Exhibits:

       See Exhibit Index on page 46.

(b)    Reports on Form 8-K filed during the final quarter of fiscal
        year 1998:

       None.

<TABLE>
<CAPTIOM>
                                                                  Schedule VIII

The Peoples Gas Light and Coke Company and Subsidiary Companies

      VALUATION AND QUALIFYING ACCOUNTS

                 (Thousands)


                  Column A                       Column B      Column C      Column D                     Column E
                                                               Additions     Deductions
                                                                 Charged     Charges for the
                                                  Balance        to costs    purpose for which the        Balance
                                                at beginning       and       reserves or deferred        at end of
                 Description                     of period       expenses    credits were created          period

    Fiscal Year Ended September 30, 1998
<S>                                              <C>            <C>               <C>                    <C>
RESERVES (deducted from assets in balance sheet):
     Uncollectible items                         $28,959        $22,251           $ 28,597               $22,613

    Fiscal Year Ended September 30, 1997

RESERVES (deducted from assets in balance sheet):
     Uncollectible items                         $25,279        $27,068           $ 23,388               $28,959

    Fiscal Year Ended September 30, 1996

RESERVES (deducted from assets in balance sheet):
     Uncollectible items                         $18,315        $27,345           $ 20,381               $25,279




</TABLE>

                           SIGNATURES



   Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                          THE PEOPLES GAS LIGHT AND COKE COMPANY

Date:  December 17, 1998         By:  /s/ RICHARD E. TERRY
                                       Richard E. Terry
                                 Chairman of the Board and Chief
                                       Executive Officer


   Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities indicated on December 17, 1998.


/s/ RICHARD E. TERRY    Chairman of the Board and Chief Executive
    Richard E. Terry              Officer and Director
                             (Principal Executive Officer)
 

/s/ JAMES M. LUEBBERS  Vice President and Controller and Director
    James M. Luebbers (Principal Financial and Accounting Officer)
 

/s/ DONALD M. FIELD          Director
    Donald M. Field


/s/ JAMES HINCHLIFF          Director
    James Hinchliff


/s/ THOMAS M. PATRICK        Director
    Thomas M. Patrick




 The Peoples Gas Light and Coke Company and Subsidiary Companies

                        EXHIBIT INDEX

(a) The exhibits listed below are filed herewith and made a
     part hereof:

   Exhibit
   Number                  Description of Document

   10(a)     U.S. Shippers Service Agreement between the 
             Company and Northern Border Pipeline Company, 
             dated August 14, 1997;

   10(b)     U.S. Shippers Service Agreement between the 
             Company and Northern Border Pipeline Company, 
             dated October 27, 1997;

   10(c)     Storage Rate Schedule DSS Agreement between the
             Company and Natural Gas Pipeline Company of
             America, dated January 15, 1998;

   10(d)     Storage Rate Schedule NSS Agreement between the
             Company and Natural Gas Pipeline Company of
             America, dated January 15, 1998;

   10(e)     Transportation Rate Schedule FTS Agreement
             between the Company and Natural Gas Pipeline
             Company of America, dated January 15, 1998;

   10(f)     Transportation Rate Schedule FTS LN/NB
             Agreement between the Company and Natural Gas
             Pipeline Company of America, dated January 15,
             1998;

   12        Statement re:  Computation of Ratio of
             Earnings to Fixed Charges.

   21        Subsidiaries of the Registrant

   27        Financial Data Schedule

(b) Exhibits listed below have been filed heretofore with
    the Securities and Exchange Commission pursuant to the
    Securities Act of 1933, as amended, and/or the
    Securities Exchange Act of 1934, as amended, and are
    incorporated herein by reference.  The file number and
    exhibit number of each such exhibit are stated in the
    description of such exhibits.

            

             3(c) Articles of Incorporation of the Registrant,
             as amended on April 24, 1995 (Registrant Form
             10-K for fiscal year ended September 30, 1995,
             Exhibit 3(b)).

             4(a)First and Refunding Mortgage, dated January 
             2, 1926, from Chicago By-Product Coke Company to
             Illinois Merchants Trust Company, Trustee,
             assumed by the Company by Indenture dated
             March 1, 1928 (May 17, 1935, Exhibit B-6a,
             Exhibit B-6b A-2 File No. 2-2151, 1936);
             Supplemental Indenture dated as of May 20,
             1936, from the Company to Continental Illinois
             National Bank and Trust Company of Chicago,
             Trustee (Form 8-K for the year 1936, Exhibit B-
             6f); Supplemental Indenture dated as of March
             10, 1950 (Form 8-K for the month of March
             1950, Exhibit B-6i); Supplemental Indenture
             dated as of June 1, 1951 (File No. 2-8989,
             Post-Effective, Exhibit 7-4(b)); Supplemental
             Indenture dated as of August 15, 1967 (File
             No. 2-26983, Post-Effective, Exhibit 2-4);
             Supplemental Indenture dated as of September
             15, 1970 (File No. 2-38168, Post-Effective
             Exhibit 2-2); Supplemental Indenture dated
             October 1, 1984, Exhibit 4-3 (Form 10-K for


The Peoples Gas Light and Coke Company and Subsidiary Companies

                  EXHIBIT INDEX (Continued)
                              
   Exhibit
   Number                Description of Document

             4(a) fiscal year ended September 30, 1984); 
             Supplemental Indentures dated March 1, 1985,
             cont'd Exhibit 4-3, (Form 10-K for fiscal year 
             ended September 30, 1985); Supplemental Indenture
             dated May 1, 1990 (Form 10-K for the fiscal
             year ended September 30, 1990, Exhibit 4);
             Supplemental Indenture dated as of
             April 1, 1993 (Form 8-K dated as of May 5,
             1933, Exhibit 1); Supplemental Indentures
             dated as of December 1, 1993 (Form 10-Q for
             the quarterly period ended December 31, 1993,
             Exhibit 4(a)); Supplemental Indenture dated as
             of December 1, 1993 (Form 10-Q for the
             quarterly period ended December 31, 1993,
             Exhibit 4(b)); Supplemental Indenture dated
             June 1, 1995. (Form 10-K for fiscal year ended
             September 30, 1995.)

             10(g) Firm Transportation Service Agreement 
             Under Rate Schedule FT between the Company and 
             Trunkline Gas Company, dated as of December 1, 
             1993 (Registrant Form 10-K for the fiscal year
             ended September 30, 1994, Exhibit 10).  ETS
             Service Agreement between the Company and ANR
             Pipeline Company, dated September 21, 1994.
             (Registrant Form 10-K for fiscal year ended
             September 30, 1995, Exhibit 10(a)); FSS
             Service Agreement between the Company and ANR
             Pipeline Company, dated September 21, 1994.
             (Registrant Form 10-K for fiscal year ended
             September 30, 1995, Exhibit 10(b)); Storage
             Rate Schedule NSS Agreement between the
             Company and Natural Gas Pipeline Company of
             America, dated October 19, 1995.  (Registrant
             Form 10-K for fiscal year ended September 30,
             1995, Exhibit 10(c)); Transportation Rate
             Schedule FTS Agreement between the Company and
             Natural Gas Pipeline Company of America, dated
             October 19, 1995.  (Registrant Form 10-K for
             fiscal year ended September 30, 1995, Exhibit
             10(d)); Storage Rate Schedule DSS Agreement
             between the Company and Natural Gas Pipeline
             Company of America, dated December 1, 1995.
             (Registrant Form 10-K for fiscal year ended
             September 30, 1995, Exhibit 10(e));
             Transportation Rate Schedule FTS Agreement
             between the Company and Natural Gas Pipeline
             Company of America, dated December 1, 1995.
             (Registrant Form 10-K for fiscal year ended
             September 30, 1995, Exhibit 10(f)); Firm
             Transportation Service Agreement Under Rate
             Schedule FT between the Company and Trunkline
             Gas Company, dated as of April 1, 1995.
             (Registrant Form 10-K for fiscal year ended
             September 30, 1995, Exhibit10(g)); Quick
             Notice Transportation Service Agreement Under
             Rate Schedule QNT between the Company and
             Trunkline Gas Company, dated as of December 1,
             1995.  (Registrant Form 10-K for fiscal year
             ended September 30, 1995, Exhibit 10(h));
             Quick Notice Transportation Service Agreement
             Under Rate Schedule QNT between the Company
             and Trunkline Gas Company, dated as of
             December 1, 1995.  (Registrant Form 10-K for
             fiscal year ended September 30, 1995, Exhibit
             10(i)); Firm Transportation Service Agreement
             under Rate Schedule FTS-1 between the Company
             and ANR Pipeline Company, dated as of
             September 20, 1995.  (Registrant Form 10-K for
             fiscal year ended September 30, 1996, Exhibit
             10(j)); Firm Transportation Service Agreement
             under Rate Schedule FTS between the Company
             and Natural Gas Pipeline Company of America,
             dated as of February 21, 1996.  (Registrant
             form 10-K for fiscal year ended September 30,
             1996, Exhibit 10(k)); Firm Transportation
             Service Agreement under Rate Schedule FTS
             between the Company and Natural Gas Pipeline
             Company of America, dated as of February 21,
             1996.  (Registrant form 10-K for fiscal year
             ended September 30, 1996, Exhibit 10(l)); Firm
             Transportation Service

The Peoples Gas Light and Coke Company and Subsidiary Companies

                  EXHIBIT INDEX (Continued)
                              
   Exhibit
   Number                  Description of Document

               Agreement under Rate Schedule FTS between
             the Company and Natural Gas Pipeline Company
             of America, dated November 13, 1996.
             (Registrant Form 10-K for fiscal year ended
             September 30, 1997, Exhibit 10(m)); Firm
             Transportation Service Agreement under Rate
             Schedule FT-A or FT-G between the Company and
             Midwestern Gas Transmission Company, dated
             November 1, 1997.  (Registrant Form 10-K for
             fiscal year ended September 30, 1997, Exhibit
             10(n)); Firm Transportation Service Agreement
             under Rate Schedule FT-A between the Company
             and Tennessee Gas Pipeline Company, dated
             November 1, 1997.  (Registrant Form 10-K for
             fiscal year ended September 30, 1997, Exhibit
             10(o)).


		10(h) Leased dated Ocotber 20, 1993, between 
            Prudential Plaza Associates, as Landlord, and 
            the Company, as Tentant (Registrant Form 10-Q 
            for the quarterly period ended December 31, 1993,
            Exhibit 10(a)).