Exhibit 3(a)
                                
                   Peoples Energy Corporation

        Consider Amendment to the By-Laws of the Company

                   RESOLVED, That, effective as of the
          close of business on August 31, 1997,
          Section 3.1 of Article III of the By-Laws of
          the Company be, and it hereby is, amended by
          deleting said Section in its entirety and
          substituting the following in lieu thereof:
                   
                           ARTICLE III
                    Directors and Committees

                   SECTION 3.1.  Number and Election.
          The business and affairs of the Company
          shall be managed and controlled by a Board
          of Directors, ten (10) in number, none of
          whom need to be a shareholder, which number
          may be altered from time to time by
          amendment of these by-laws, but shall never
          be less than three (3).  Except as provided
          in the Articles of Incorporation, the
          directors shall be elected by the
          shareholders entitled to vote at the annual
          meeting of such shareholders and each
          director shall be elected to serve for a
          term of one (1) year and thereafter until a
          successor shall be elected and shall
          qualify.  Only persons who are nominated in
          accordance with the procedures set forth in
          this section shall be eligible to be
          nominated as directors at any meeting of the
          shareholders of the Company.  At any meeting
          of the shareholders of the Company,
          nominations of persons for election to the
          Board of Directors may be made (1) by or at
          the direction of the Board of Directors or
          (2) by any shareholder of the Company who is
          a holder of record at the time of giving the
          notice provided for in this section, who
          shall be entitled to vote at the meeting,
          and who complies with the notice procedures
          set forth in this section.  For a nomination
          to be properly brought before a
          shareholders' meeting by a shareholder,
          timely written notice shall be made to the
          Secretary of the Company.  The shareholder's
          notice shall be delivered to, or mailed and
          received at, the principal office of the
          Company no less than 60 days nor more than
          90 days prior to the meeting; provided,
          however, in the event that less than 70 days
          notice or prior public disclosure of the
          date of the meeting is given or made to
          shareholders, notice by the shareholder to
          be timely must be received not later than
          the close of business on the tenth day
          following the day on which the notice of the
          date of the meeting was mailed or the public
          disclosure was made; provided further,
          however, notice by the shareholder to be
          timely must be received in any event not
          later than the close of business on the
          seventh day preceding the day on which the
          meeting is to be held.  The shareholder's
          notice shall set forth (1) as to each person
          whom the shareholder proposes to nominate
          for election or reelection as a director,
          all information relating to such person that
          is required to be disclosed in solicitations
          of proxies for election of directors, or is
          otherwise required by applicable law
          (including the person's written consent to
          being named as a nominee and to serving as a
          director if elected), and (2) (a) the name
          and address, as they appear on the Company's
          books, of the shareholder, (b) the class and
          number of shares of capital stock of the
          Company owned by the shareholder, and (c) a
          description of all arrangements or
          understandings between the shareholder and
          each nominee and any other person or persons
          (naming such person or persons) pursuant to
          which the nomination or nominations are to
          be made by the shareholder.  The shareholder
          shall also comply with all applicable
          requirements of the 1934 Act and the rules
          and regulations thereunder with respect to
          the matters set forth in this section.  If
          the chairman of the meeting shall determine
          and declare at the meeting that a nomination
          was not made in accordance with the
          procedures prescribed by this section, the
          nomination shall not be accepted.
                   
                   RESOLVED FURTHER, That the
          Secretary of the Company be, and he hereby
          is, directed to initial a copy of the
          amended By-Laws presented at this meeting
          and place it with the important papers of
          this meeting.