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 Wage 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
                      WAGE DEFERRAL SAVINGS PLAN
                 -------------------------------------


The following amendments are all effective July 1, 1989.

1.  The first sentence of Section 2.9 is hereby deleted and the second
    sentence (which shall be the first sentence after such deletion) 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."

2.  The fourth sentence of Section 2.14 is hereby amended to read in its
    entirety as follows:

    "A person ceases to be an "Employee" when such person has been on
    temporary layoff for a continuous period of more than six (6) months,
    or when such person takes an unauthorized leave of absence, or when
    such person otherwise ceases to be employed with the Laclede Division
    or St. Charles Division of the Company."

3.  Two new sentences are hereby added at the end of paragraph (a) of
    Section 4.2 to read as follows:

    "The aggregate amount of wage deferrals for each individual Participant
    (during the Participant's taxable year) shall not exceed the limitation
    on deferrals under Section 402 of the Code (as such limitation is, or
    may be, adjusted or increased by Section 415(d) or any other provision
    of the Code) for an individual's taxable year.  If wage deferrals
    exceed the Code Section 402 limit, they shall be distributed to the
    Participant, after first being reduced by any excess wage deferrals
    previously distributed to the Participant for the Plan Year beginning
    within the Participant's taxable year."

4.  Section 4.4(a) is hereby amended by adding a new paragraph immediately
    following subparagraph (ii) of Section 4.4(a) to read as follows:

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


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5.  Section 4.4(b) is hereby amended by replacing the unnumbered paragraph
    immediately following subparagraph (ii) of Section 4.4(b) with an
    unnumbered paragraph 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 wage
    deferrals shall include any applicable income earned on such deferrals
    during the Plan Year."

6.  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 August 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
   
                                 Page 29<PAGE>
<PAGE>
    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 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 August 1,
    1997."

7.  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."




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



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


























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