March 1, 1997



The Chase Manhattan Bank
One Chase Manhattan Plaza
New York, New York  10081
Attention:  Mr. Jaimin Patel

The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri  63166-0236
Attention:  Mr. Thomas C. Guyton

Mercantile Bank of St. Louis National Association
#1 Mercantile Center, 12th Floor
P.O. Box 524
St. Louis, Missouri  63101
Attention:  Mr. Timothy W. Hassler

Gentlemen:

Re:  Extension and further amendment of the line of credit agreement dated
August 19, 1996, as amended by letter dated December 23, 1996, among Laclede
Gas Company (the "Company" or "Laclede"), The Chase Manhattan Bank
("Chase"), The Boatmen's National Bank of St. Louis ("Boatmen's") and
Mercantile Bank of St. Louis National Association ("Mercantile") (each a
"Bank" and collectively the "Banks".  Said line of credit agreement, as
previously amended shall hereinafter be called the "Line of Credit
Agreement").

This amendatory agreement will confirm our agreement to further amend and
extend the term of the above-referenced Line of Credit Agreement from March
1, 1997 to April 1, 1997, on the same terms and conditions set forth in the
above-referenced Line of Credit Agreement; subject only to the terms and
modifications expressly set forth in numbered Paragraphs 1 through 5 below,
each of which Paragraphs shall be effective on March 1, 1997.
















                                 Page 30<PAGE>
<PAGE>
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1997




            1.  NEW MAXIMUM AMOUNTS OF ADVANCES.  The combined aggregate     
      principal amount of Advances at any time outstanding from any Bank     
      under the Line of Credit Agreement shall not, on or after March 1,     
      1997, exceed the amount set forth opposite the name of such Bank       
      below (such Bank's "Maximum Amount"), and shall be in a combined       
      aggregate principal amount at any time outstanding which shall not     
      exceed $40 million:

      Name of Bank                   Maximum Amount
      ------------                   --------------
      Chase                           $20,000,000
      Boatmen's                       $10,000,000
      Mercantile                      $10,000,000

            2.  NEW TERMINATION DATE.  The phrase "Termination Date" as      
      defined in the Line of Credit Agreement is hereby amended from March   
      1, 1997 to April 1, 1997.  Accordingly, all references in the Line of  
      Credit Agreement to the Termination Date shall hereafter refer to      
      April 1, 1997.

            3.  NEW FORM OF NOTE.  Each executed Note in the form of         
      Exhibit A to the Line of Credit Agreement as to which no sums are then 
      due and payable thereunder shall be returned to Laclede immediately    
      for cancellation, upon the holder Bank's receipt of an executed Note   
      to that Bank in the form attached as Exhibit A to this amendatory      
      agreement.

            4.  ABSENCE OF MATERIAL ADVERSE CHANGE.  The making of           
      Advances under the Line of Credit Agreement as amended by this         
      letter agreement is also subject to the absence of any material        
      adverse change since December 31, 1996, in the financial               
      condition of Laclede.

            5.  RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT.       
      Subject only to the amendments expressly set forth in numbered         
      Paragraphs 1 through 4 above, the Line of Credit Agreement is hereby   
      ratified, confirmed and approved in all respects.  Without limiting    
      the generality of the foregoing, the interest rate on LIBO Rate        
      Advances and the Facility Fee shall remain as specified in             
      Paragraphs 6 and 7 of the Line of Credit Agreement. 












                                 Page 31<PAGE>
<PAGE>
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1997



      Please indicate your acceptance of the terms of this amendatory
agreement by signing in the appropriate space below and returning to Laclede
Gas Company the enclosed duplicate of the original of this letter.  This
letter may be executed in counterparts, each of which shall be an original,
and all of which when taken together, shall constitute one agreement which
shall amend the Line of Credit Agreement as hereinbefore provided.

                                Very truly yours,

                                LACLEDE GAS COMPANY

                                By:  /s/ Ronald L. Krutzman
                                Name:  Ronald L. Krutzman
                                Title: Treas. & Asst. Secy.

Accepted and Agreed to as of
the date first written above.

THE CHASE MANHATTAN BANK


By:  /s/ Ronald Potter
Name:  Ronald Potter 
Title:  Managing Director 


THE BOATMEN'S NATIONAL BANK OF ST. LOUIS


By:  /s/ Thomas C. Guyton 
Name:  Thomas C. Guyton 
Title:  Vice President 


MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION


By:  /s/ Timothy W. Hassler 
Name:  Timothy W. Hassler
Title:  Assistant Vice President 
 












                                 Page 32<PAGE>
<PAGE>
                                                   EXHIBIT A

                              NOTE

$  ,000,000                                        New York, New York 
                                                   March 1, 1997

     FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of          
         (the "Bank"), at the office of the Bank at                          
                           : (a) on the last day of each Interest Period, as
defined in the letter agreement dated as of August 19, 1996, as amended by
an amendatory agreement dated December 23, 1996, and as further amended by
an amendatory agreement dated March 1, 1997 (said letter agreement, as thus
amended, being hereinafter called the "Line of Credit Agreement") between
the Company, the Bank and certain other banks, the aggregate unpaid
principal amount of each Advance (as defined in the Line of Credit
Agreement) made by the Bank to which such Interest Period relates; and (b)
on April 1, 1997, the lesser of $           and the aggregate principal
amount of all Advances made by the Bank under the Line of Credit Agreement
and remaining unpaid; in each case in lawful money of the United States of
America in immediately available funds.  The undersigned promises to pay
interest on the unpaid principal amount of each Advance at the rates and
payable on the dates provided for in the Line of Credit Agreement.

The Company hereby waives diligence, presentment, demand, protest and notice
of any kind.  The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.

All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.

This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.

                           LACLEDE GAS COMPANY


                           By: ________________________                      
         
                           Name:   Ronald L. Krutzman            

                           Title:  Treas. & Asst. Secy.          







                                 Page 33<PAGE>
<PAGE>

                              NOTE

$20,000,000                                        New York, New York
                                                   March 1, 1997

FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of the
Chase Manhattan Bank (the "Bank"), at the office of the Bank at 270 Park
Avenue, 8th Floor, New York, New York  10017: (a) on the last day of each
Interest Period, as defined in the letter agreement dated as of August 19,
1996, as amended by an amendatory agreement dated December 23, 1996, and as
further amended by an amendatory agreement dated March 1, 1997 (said letter
agreement, as thus amended, being hereinafter called the "Line of Credit
Agreement"), between the Company, the Bank and certain other banks, the
aggregate unpaid principal amount of each Advance (as defined in the Line of
Credit Agreement) made by the Bank to which such Interest Period relates;
and (b) on April 1, 1997, the lesser of $20,000,000 and the aggregate
principal amount of all Advances made by the Bank under the Line of Credit
Agreement and remaining unpaid; in each case in lawful money of the United
States of America in immediately available funds.  The undersigned promises
to pay interest on the unpaid principal amount of each Advance at the rates
and payable on the dates provided for in the Line of Credit Agreement.

The Company hereby waives diligence, presentment, demand, protest and notice
of any kind.  The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.

All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.

This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.

                           LACLEDE GAS COMPANY


                           By:  /s/ Ronald L. Krutzman                       
     
                           Name:   Ronald L. Krutzman           

                           Title:  Treas. & Asst. Secy.         








                                 Page 34<PAGE>
<PAGE>


                  Loans by and Payments to the Bank
                  ---------------------------------
                  Referred to in the Foregoing Note
                  ---------------------------------


                                                                  Name of
                                                  Payments        Person
        Amount   Type of  Interest  Maturity                      Making
Date    of Loan  Loan     Rate      Date      Principal Interest  Notation
--------------------------------------------------------------------------














































                                 Page 35<PAGE>
<PAGE>






                       THE CHASE MANHATTAN BANK



                                             March 1, 1997

Laclede Gas Company
720 Olive Street
St. Louis, Missouri  63101

Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary



                         Laclede Gas Company
                         -------------------  
Dear Sirs:
            Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof, (said letter agreement, as thus amended, being hereinafter called
the "Line  of Credit Agreement") among the Chase Manhattan Bank ("Chase"),
certain other banks and Laclede Gas Company ("Laclede") providing for
advances by Chase to Laclede in an aggregate principal amount at any time
outstanding not to exceed $20,000,000.  Chase confirms that nothing in the
Line of Credit Agreement is intended to alter the arrangements set forth in
the letter of Chase to Laclede dated January 17, 1997, or the availability
of up to $10,000,000 of advances thereunder on the terms set forth therein.

                                             Very truly yours,

                                             THE CHASE MANHATTAN BANK 


                                             By:  /s/ Ronald Potter          
                                            
                                             Name:  Ronald Potter            
            
                                             Title:  Managing Director       
                













                                 Page 36<PAGE>
<PAGE>

                              NOTE

$10,000,000                                       New York, New York
                                                  March 1, 1997

FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS (the "Bank"), at the office of the Bank
at One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri  63166-0236:
(a) on the last day of each Interest Period, as defined in the letter
agreement dated as of August 19, 1996, as amended by an amendatory agreement
dated December 23, 1996, and as further amended by an amendatory agreement
dated March 1, 1997 (said letter agreement, as thus amended, being
hereinafter called the "Line of Credit Agreement"), between the Company, the
Bank and certain other banks, the aggregate unpaid principal amount of each
Advance (as defined in the Line of Credit Agreement) made by the Bank to
which such Interest Period relates; and (b) on April 1, 1997, the lesser of
$10,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line of Credit Agreement and remaining unpaid; in each case
in lawful money of the United States of America in immediately available
funds.  The undersigned promises to pay interest on the unpaid principal
amount of each Advance at the rates and payable on the dates provided for in
the Line of Credit Agreement.

The Company hereby waives diligence, presentment, demand, protest and notice
of any kind.  The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.

All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.

This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.

                              LACLEDE GAS COMPANY


                              By:  /s/ Ronald L. Krutzman                    
             
                              Name:   Ronald L. Krutzman           

                              Title:  Treas. & Asst. Secy.         







                                 Page 37<PAGE>
<PAGE>


                  Loans by and Payments to the Bank
                  ---------------------------------
                  Referred to in the Foregoing Note
                  ---------------------------------


                                                                  Name of
                                                  Payments        Person
        Amount   Type of  Interest  Maturity                      Making
Date    of Loan  Loan     Rate      Date      Principal Interest  Notation
--------------------------------------------------------------------------














































                                 Page 38<PAGE>
<PAGE>






             THE BOATMEN'S NATIONAL BANK OF ST. LOUIS



                                                March 1, 1997

Laclede Gas Company
720 Olive Street
St. Louis, Missouri  63101

Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary



                         Laclede Gas Company
                         -------------------

Dear Sirs:
            Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof (said letter agreement, as thus amended, being hereinafter called the
"Line  of Credit Agreement") among The Boatmen's National Bank of St. Louis
("Boatmen's"), certain other banks and Laclede Gas Company ("Laclede")
providing for advances by Boatmen's to Laclede in an aggregate principal
amount at any time outstanding not to exceed $10,000,000.  Boatmen's
confirms that nothing in the Line of Credit Agreement is intended to alter
the arrangements set forth in the letter of Laclede to Boatmen's dated
January 14, 1997, or the availability of up to $10,000,000 of advances
thereunder on the terms set forth therein.

                                       Very truly yours,

                                       THE BOATMEN'S NATIONAL BANK OF 
                                       ST. LOUIS,



                                       By:  /s/ Thomas C. Guyton             
             
                                       Name:  Thomas C. Guyton               
       
                                       Title:  Vice President                
     









                                 Page 39<PAGE>
<PAGE>

                              NOTE

$10,000,000                                       New York, New York
                                                  March 1, 1997

FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION (the "Bank"), at the
office of the Bank at Eighth & Locust, 12th Floor, St. Louis, Missouri 
63101: (a) on the last day of each Interest Period, as defined in the letter
agreement dated as of August 19, 1996, as amended by an amendatory agreement
dated December 23, 1996, and as further amended by an amendatory agreement
dated March 1, 1997 (said letter agreement, as thus amended, being
hereinafter called the "Line of Credit Agreement"), between the Company, the
Bank and certain other banks, the aggregate unpaid principal amount of each
Advance (as defined in the Line of Credit Agreement) made by the Bank to
which such Interest Period relates; and (b) on April 1, 1997, the lesser of
$10,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line of Credit Agreement and remaining unpaid; in each case
in lawful money of the United States of America in immediately available
funds.  The undersigned promises to pay interest on the unpaid principal
amount of each Advance at the rates and payable on the dates provided for in
the Line of Credit Agreement.

The Company hereby waives diligence, presentment, demand, protest and notice
of any kind.  The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.

All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.

This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.

                              LACLEDE GAS COMPANY


                              By:  /s/ Ronald L. Krutzman                    
             
                              Name:   Ronald L. Krutzman           

                              Title:  Treas. & Asst. Secy.         







                                 Page 40<PAGE>
<PAGE>


                  Loans by and Payments to the Bank
                  ---------------------------------
                  Referred to in the Foregoing Note
                  ---------------------------------   


                                                                  Name of
                                                   Payments       Person
        Amount   Type of  Interest  Maturity                      Making
Date    of Loan  Loan     Rate      Date      Principal Interest  Notation
--------------------------------------------------------------------------
















































                                 Page 41<PAGE>
<PAGE>






         THE MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION



                                                  March 1, 1997   

Laclede Gas Company
720 Olive Street
St. Louis, Missouri  63101

Attention of: Ronald L. Krutzman, Treasurer & Asst. Secretary



                         Laclede Gas Company

Dear Sirs:
            Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof (said letter agreement, as thus amended, being hereinafter called the
"Line  of Credit Agreement") among Mercantile Bank of St. Louis National
Association ("Mercantile"), certain other banks and Laclede Gas Company
("Laclede") providing for advances by Mercantile to Laclede in an aggregate
principal amount at any time outstanding not to exceed $10,000,000. 
Mercantile confirms that nothing in the Line of Credit Agreement is intended
to alter the arrangements set forth in the letter of Mercantile to Laclede
dated January 17, 1997, or the availability of up to $10,000,000 of advances
thereunder on the terms set forth therein.

                                        Very truly yours,

                                        MERCANTILE BANK OF ST. LOUIS         
                                        NATIONAL ASSOCIATION



                                        By:  /s/ Timothy W. Hassler          
                
                                        Name:  Timothy W. Hassler            
           
                                        Title:  Assistant Vice President     
                  
    










                                 Page 42