Date:  February 7, 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 Employees'
Retirement Plan of Laclede Gas Company - Management Employees as set forth
in the attached exhibit, such amendment to be effectuated and evidenced by
our signatures on said exhibit.
































                                 Page 19<PAGE>
<PAGE>
              AMENDMENTS TO THE EMPLOYEES' RETIREMENT PLAN OF
                LACLEDE GAS COMPANY - MANAGEMENT EMPLOYEES
              -----------------------------------------------


1.  Effective October 1, 1989, the following new sentences are added at the
    end of Section 1.1-10 as follows:

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


2.  Effective October 1, 1982, paragraph L. of Section 3.7 is amended in
    its entirety  as follows:

    "L.  For purposes of the limitations in A. and  I. above, all defined
         benefit plans of the Company or a Related Company, whether or not
         terminated, are to be treated as one defined benefit plan.  For     
        purposes of the limitation in I. above, all defined contribution
         plans of the Company or a Related Company, whether or not
         terminated, are to be treated as one defined contribution plan."

3.  Effective December 22, 1987, paragraph C. of Section 10.3 is amended in
    its entirety  as follows:

    "C.  Qualified Status.  Each contribution shall be conditioned on the
         ----------------
         initial qualification of the Plan under the Internal Revenue Code,
         as amended.  If such qualification is denied by the Internal
         Revenue Service, such contribution must be returned to the Company
         within one year after the date of such disallowance."

4.  Effective October 1, 1989, the table under paragraph (b) of Section
    15.8 is replaced with the following table: 

                                             Vested Portion of
"Years of Service                             Accrued Benefit
 ----------------                            -----------------
less than 2                                          0%
2 but less than 3                                   20%
3 but less than 4                                   40%
4 but less than 5                                   60%
5 or more                                          100%"

5.  Effective October 1, 1989, the last sentence of paragraph (c) of
    Section 15.8 is deleted and such existing last sentence is replaced in
    its entirety, and a new sentence is added at the end of paragraph (c)
    of Section 15.8 as follows:


                                 Page 20<PAGE>
<PAGE>
    "If the Plan becomes Top-Heavy and subsequently ceases to be Top-Heavy,
    the vesting schedule set forth in paragraph (b) of this Section shall
    automatically cease to apply, and the vesting schedule set forth in
    Section 8.1 above shall apply, with respect to the entire Accrued
    Benefit; except that any Employee with three or more Years of Service
    will be given the option of remaining under the vesting schedule
    provided in paragraph (b) of this Section 15.8.  In the event that the
    Plan becomes Top-Heavy and then subsequently ceases to be Top-Heavy,
    the nonforfeitable percentage of the Employee's Accrued Benefit which
    shall have vested under this Section 15.8 before the Plan ceased to be
    Top-Heavy will not be decreased."




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



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































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