Date:  April 21, 1997





Robert C. Jaudes (as Chairman of the Board, President and Chief Executive
Officer of Laclede Gas Company), and Gerald T. McNeive, Jr. (as Senior Vice
President - Finance of Laclede Gas Company), pursuant to resolutions adopted
by the Board of Directors on August 28, 1986, which resolutions, among other
things, granted to any two executive officers who hold one of the following
offices:  Chairman of the Board; President; Executive Vice President; or
Senior Vice President; the authority to amend any or all of the benefit
plans and/or related trust agreements of the Company (collectively the
"Plans") to the extent such amendments deal with changes necessary or
appropriate:  (1) to comply with, or obtain the benefit of, applicable laws
and/or regulations, as amended from time to time; (2) to reflect minor or
routine administrative factors; (3) to clarify the meaning of any of the
provisions of the Plans; and/or (4) to evidence changes in then existing
Plans to reflect the interrelationship thereof with newly adopted Plans or
amendments to Plans, which newly adopted Plans or amendments affect the
terms of such other then existing Plans; do hereby amend the Laclede Gas
Company Salary Deferral Savings Plan as set forth in the attached exhibit,
such amendment to be effectuated and evidenced by our signatures on said
exhibit.

































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                   AMENDMENTS TO THE LACLEDE GAS COMPANY
                       SALARY DEFERRAL SAVINGS PLAN
                   -------------------------------------


The following amendments are all effective October 1, 1989.

1.  The following new sentences are hereby added at the end of Section 2.8
    to read as follows:

    "For purposes of applying the annual compensation limit described in
    the two immediately preceding sentences, the family unit of an
    Employee, who is either: (a) a five percent (5%) owner or (b) both a
    highly compensated Employee and one of the ten most highly compensated
    Employees during the Plan Year, will be treated as a single Employee. 
    For this purpose a family unit consists of: the Employee who is a five
    percent (5%) owner or is both a highly compensated Employee and one of
    the ten most highly compensated Employees; such Employee's Employee
    spouse; and such Employee's Employee lineal descendants who have not
    attained age nineteen (19) before the close of the year.   The
    provisions set forth in the immediately preceding two sentences shall
    expire on September 30, 1997."

2.  The first sentence of Section 2.9 is hereby deleted, and the second
    sentence (which shall be the first sentence after such deletion) of
    Section 2.9 is hereby amended to read in its entirety as follows:

    "A period commencing on an Employee's employment commencement date or
    reemployment commencement date, and ending on the Employee's severance
    date, as hereinafter defined."

3.  Section 2.14 is hereby amended to read in its entirety as follows:

    "2.14 "Employee"
     ---------------
        Any person who is employed by Laclede Gas Company in any capacity. 
        An individual's employment status and position shall be determined
        by the job classification assigned to him or her by the Company.

        Notwithstanding the preceding paragraph of this Section 2.14, the
        term "Employee" shall exclude "leased employees", as defined in
        Code Section 414(n), for all purposes except the determination of
        Year of Service, as defined in Section 2.33."

4.  A new sentence is hereby added immediately before the last sentence in
    Section 4.2(a) to read as follows:

    "If salary deferrals exceed the Code Section 402 limit, they shall be
    distributed to the Participant, after first being reduced by any excess
    salary deferrals previously distributed to the Participant for the Plan
    Year beginning within the Participant's taxable year."
5.  Section 4.4(a) is hereby amended by adding the following new unnumbered
    paragraph immediately following subparagraph (ii) of Section 4.4(a) to
    read as follows:

    "For Plan Years beginning before October 1, 1997, the actual deferral
    percentage of a Family Group, as defined below,  shall be determined by
    calculating the ratio of the aggregated Salary Deferral Contributions

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    of the Family Group to the Compensation of the Family Group.  The
    actual deferral percentage of the Family Group shall be used in the
    calculation of the actual deferral percentage test for the Highly
    Compensated Employee group.  If a Participant is required to be
    aggregated as a member of more than one Family Group in a plan, all
    Participants who are members of those Family Groups that include the
    Participant are aggregated as one Family Group.  For the purpose of
    this section, Family Group is defined as: a Highly Compensated
    Employee, who is a five percent (5%) owner or one of the ten (10) most
    Highly Compensated Employees; such Employee's Employee spouse; and such
    Employee's lineal Employee ascendants and Employee descendants (and
    Employee spouses of such ascendants and descendants).  A Family Group
    will be treated as a single Employee for Plan Years beginning before
    October 1, 1997."

6.  Section 4.4(b) is hereby amended by replacing the unnumbered paragraph
    immediately following subparagraph (ii) of Section 4.4(b) with the two
    new unnumbered paragraphs to read as follows:

    "The higher amount of (b)(i) and (b)(ii) above is hereinafter in this
    Section 4.4 called the "Base Percentage".  If the actual deferral
    percentage for the Highly Compensated Employee group exceeds the Base
    Percentage (any such excess being hereinafter in this Section 4.4
    called the "Excess"), then prior to the end of the Plan Year, the
    actual deferral percentage of each of those Participants in the Highly
    Compensated Employee group whose actual deferral percentage shall be
    greater than the Base Percentage shall be reduced as necessary (to
    eliminate the Excess), in a manner whereby the actual deferral
    percentage of such Participants shall be equal to the Base Percentage,
    by refunding the Excess to such affected Participants.  The actual
    deferral percentage for the Highly Compensated Employee with the
    highest percentage shall be reduced to the extent necessary to satisfy
    the actual deferral percentage test or to cause such ratio to equal the
    actual deferral percentage of the Highly Compensated Employee with the
    next highest ratio.  This process shall be repeated until the actual
    deferral percentage test is satisfied.  Any such refunded salary
    deferrals shall include any applicable income earned on such deferrals
    during the Plan Year.

    For Plan Years beginning before October 1, 1997, the actual matching
    percentage of a Family Group, as defined below, shall be determined by
    calculating the ratio of the aggregated Matching Contributions of the
    Family Group to the Compensation of the Family Group.  The actual
    matching percentage of the Family Group shall be used in the
    calculation of the actual matching percentage test for the Highly
    Compensated Employee group.  If a Participant is required to be
    aggregated as a member of more than one Family Group in a plan, all      
   Participants who are members of those Family Groups that include the
    Participant are aggregated as one Family Group.  For the purpose of
    this section, Family Group is defined as: a Highly Compensated
    Employee, who is a five percent (5%) owner or one of the ten (10) most
    Highly Compensated Employees; such Employee's Employee spouse; and such
    Employee's lineal Employee ascendants and Employee descendants (and
    Employee spouses of such ascendants and descendants).  A Family Group
    will be treated as a single Employee for Plan Years beginning before
    October 1, 1997."



                                 Page 24<PAGE>
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7.  The last unnumbered paragraph of subparagraph (ii) of Section 5.1(b) is
    hereby replaced in its entirety with two new unnumbered paragraphs to
    read as follows:

    "The higher amount of (b)(ii)(aa) and (b)(ii)(bb) above is hereinafter
    in this Section 5.1 called the "Base Percentage".  If the actual
    matching percentage for the Highly Compensated Employee group exceeds
    the Base Percentage (any such excess being hereinafter in this Section
    5.1 called the "Excess"), then prior to the end of the Plan Year, the
    Company Matching Contribution of each of those Participants in the
    Highly Compensated Employee group whose actual matching percentage
    shall be greater than the Base Percentage shall be reduced as necessary
    (to eliminate the Excess), in a manner whereby the actual matching
    percentage of such Participants shall be equal to the Base Percentage,
    by refunding the Excess to the Company.  The actual matching percentage
    for the Highly Compensated Employee with the highest percentage shall
    be reduced to the extent necessary to satisfy the actual matching
    percentage test or to cause such ratio to equal the actual matching
    percentage of the Highly Compensated Employee with the next highest
    ratio.  This process shall be repeated until the actual matching
    percentage test is satisfied.  Any such refunded matching contributions
    shall include any applicable income earned on such matching
    contributions during the Plan Year.

    For Plan Years beginning before October 1, 1997, the actual matching
    percentage of a Family Group, as defined below,  shall be determined by
    calculating the ratio of the aggregated Matching Contributions of the
    Family Group to the Compensation of the Family Group.  The actual
    matching percentage of the Family Group shall be used in the
    calculation of the actual matching percentage test for the Highly
    Compensated Employee group.  If a Participant is required to be
    aggregated as a member of more than one Family Group in a plan, all
    Participants who are members of those Family Groups that include the
    Participant are aggregated as one Family Group.  For the purpose of
    this section, Family Group is defined as: a Highly Compensated
    Employee, who is a five percent (5%) owner or one of the ten (10) most
    Highly Compensated Employees; such Employee's Employee spouse; and such
    Employee's lineal Employee ascendants and Employee descendants (and
    Employee spouses of such ascendants and descendants).  A Family Group
    will be treated as a single Employee for Plan Years beginning before
    October 1, 1997."

8.  The unnumbered continuing paragraph of Section 5.1(b)(iii) immediately
    following subclause (2) of Section 5.1(b)(iii)(bb) is hereby amended to
    read as follows:

    "then, prior to the end of the Plan Year, either or both, as needed, of  
   the actual deferral percentage or actual matching percentage for such
    participating Highly Compensated Employees shall be reduced as set
    forth under Sections 4.4(b) and 5.1(b) herein until there is no such
    excess."

9.  Paragraph (a) of Section 8.2 is hereby amended to read in its entirety
    as follows:

    "(a)  The Company shall contribute on behalf of each Non-Key Employee
          an amount which is the lesser of:


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<PAGE>
      (1)  three percent (3%) of the Employee's compensation during the
               Plan Year; or

          (2)  the percentage at which the total of Company and Employee
               contributions are made under the Plan for the Key Employee
               for whom such percentage is highest for the Plan Year.

          Such minimum Company contribution amount calculated for Non-Key
          Employees shall not include the Non-Key Employees' salary
          deferrals; however, salary deferrals made by Key Employees shall
          be included in the calculation of the minimum Company
          contributions. 

          This paragraph shall not apply to any Non-Key Employee who is a
          participant in a defined benefit plan of the Company if such
          Non-Key Employee receives the Top-Heavy Plan minimum benefit
          thereunder."

10.  The last sentence in paragraph (b) of Section 10.1 is hereby deleted.





                                    ROBERT C. JAUDES
                                    --------------------------------------
                                    Title:  Chairman, President and
                                            Chief Executive Officer



                                    GERALD T. MCNEIVE
                                    ---------------------------------------
                                    Title:  Senior Vice President - Finance























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