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Exhibit 10.3

                        AMENDMENT TO LETTER AGREEMENTS


        THIS AMENDMENT TO LETTER AGREEMENTS (this "Amendment") is made as of
January 31, 2001 by and between LACLEDE GAS COMPANY, a Missouri corporation
(the "Borrower"), and BANK OF AMERICA, N.A., a national banking association
(the "Bank").  The Borrower and the Bank are referred to herein,
collectively, as the "Parties."


                                Recitals

        The Borrower and the Bank executed (i) that certain letter agreement
dated January 20, 2000 (the "January Agreement") providing for a committed
line of credit in the maximum principal amount of Ten Million Dollars
($10,000,000) (the "January Facility") and (ii) that certain letter
agreement dated September 1, 2000 (the "September Agreement" and, together
with the January Agreement, the "Letter Agreements") providing for a
committed line of credit in the maximum principal amount of Fifteen Million
Dollars ($15,000,000) (the "September Facility" and, together with the
January Facility, the "Credit Facilities").

        The Borrower has requested that the Bank amend the Letter Agreements
in order to extend their expiration dates, as well as the expiration dates
of the Credit Facilities and the maximum maturities of the Notes, to and
including April 30, 2001.  The Bank is willing to agree to these extensions
on the terms and conditions set forth herein.


                                Agreement

        NOW, THEREFORE, for and in consideration of the Extension Fee (as
hereinafter defined), the foregoing promises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:

1.      Definitions.  Unless otherwise defined herein, capitalized terms
        used in this Amendment shall have the meanings ascribed to them in
        the Letter Agreements.

2.      Amendment to the Letter Agreements.

        (a)  Termination Dates:  The expiration dates of the Credit
             Facilities are hereby extended to April 30, 2001.  As a result,
             the "Termination Date" defined in each Letter Agreement is
             hereby amended and redefined as April 30, 2001.

        (b)  Commitment Fees:  The nonrefundable commitment fees for the
             Credit Facilities, which are described in the second paragraph
             of the first page of each Letter Agreement (the "Commitment
             Fees"), are hereby increased to twelve and a half basis points
             (0.125%) per annum, and shall continue to be due and payable
             quarterly in arrears.  As a result, (x) the first sentence of
             the second paragraph of the first page of each Letter Agreement
             is hereby amended and restated in its entirety to read as
             follows:

                   The Borrower shall pay to the Bank a nonrefundable
                   commitment fee equal to 12.5 basis points (0.125%) per
                   annum calculated on the unused amount of this committed
                   line of credit, from time to time.

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             and (y) in clause (ii) of the second paragraph of the first
             page of each Letter Agreement, the phrase ", on March 31, 2001"
             shall be inserted after "December 31, 2000" and before "and on
             the Termination Date."

        (c)  Maturities of the Notes:  The maximum maturities of the Notes,
             as well as the maximum maturities and expiration of the
             Advances evidenced by the Notes, is hereby amended to be the
             Termination Date.  As a result, the last sentence of the third
             paragraph of the first page of each Letter Agreement is hereby
             amended and restated in its entirety to read as follows:

                   Notes issued under this commitment letter shall mature on
                   the earlier of (i) the date agreed to by the Bank and the
                   Borrower but not exceeding three (3) months from the date
                   of execution and (ii) the Termination Date (in either
                   event, the "Note Maturity"); Advances evidenced by such
                   Notes shall mature on the earlier of (x) the date agreed
                   to by the Bank and the Borrower but not exceeding three
                   (3) months from the date of execution and (y) the
                   Termination Date (in either event, the "Advance Maturity"
                   and, together with the Note Maturity, the "Maturity
                   Restrictions").

        (d)  Interest Period and Maturity:  The phrase "Subject to the
             maximum maturity of three (3) months for any Advances," at the
             beginning of clause (ii) on the second page of each Letter
             Agreement is hereby amended and restated to read "Subject to
             the Maturity Restrictions described above,".

3.      Extension Fee.  In order to induce the Bank to enter into this
        Amendment, Borrower hereby agrees to pay to the Bank,
        contemporaneously with the execution of this Amendment, a
        nonrefundable extension fee in the amount of One Thousand Five
        Hundred Dollars ($1,500) (the "Extension Fee").

4.      Representations and Warranties.  The Borrower hereby represents and
        warrants to the Bank that:

        (a)  this Amendment has been duly authorized, executed and delivered
             on its behalf, and the Letter Agreements (as amended hereby)
             constitute its legal, valid and binding obligations enforceable
             against it in accordance with its terms; and

        (b)  no default, event of default, "Default" or "Event of Default"
             under a Letter Agreement, any Note or any related document has
             occurred and is continuing or will result from the execution
             and delivery of this Amendment, and no status or condition
             exists which, with the giving of notice or the passage of time
             or both, would constitute a default, event of default,
             "Default" or "Event of Default" under a Letter Agreements, any
             Note or any related document.

5.      Effective Date.  This Amendment shall be effective as of January 31,
        2001 when (i) the Bank has received fully-executed counterparts
        hereof, (ii) all legal matters incident to this Amendment shall be
        satisfactory to the Bank's counsel and (iii) the Bank shall have
        received certified copies of all corporate action taken by the
        Borrower to authorize the execution, delivery and performance of
        this Amendment, the Letter Agreements (as amended hereby) and the
        Notes, and such other documents as the Bank's counsel shall
        reasonably require (the "Effective Date").

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6.      Ratification.  Except as specifically and expressly amended hereby,
        the Letter Agreements and the Notes are unchanged, ratified and
        confirmed and shall continue in full force and effect.  From and
        after the Effective Date, each reference in the Letter Agreements
        and the Notes (including all exhibits and schedules thereto) to
        "this Agreement," "this Note," "hereto," "hereof" and terms of
        similar import taken as a reference to the Letter Agreements or the
        Notes, and all references to the Letter Agreements or the Notes in
        any documents, instruments, certificates, notes, bonds or other
        agreements executed in connection therewith, shall be deemed to
        refer to the Letter Agreements or the Notes, as applicable, as
        amended hereby.  This Amendment (i) is limited precisely as
        specified herein and does not constitute nor shall be deemed to
        constitute a modification, acceptance or waiver of any other
        provision of the Letter Agreements, the Notes or any documents,
        instruments, certificate, notes, bonds or agreements delivered in
        connection therewith and (ii) shall not prejudice or be deemed to
        prejudice any right or rights the Bank may now have or may in the
        future have under or in connection with the Letter Agreements, the
        Notes or any documents, instruments, certificates, notes, bonds or
        agreements executed in connection therewith.  All collateral given
        as security for the Letter Agreements and/or the Notes secures, and
        shall continue to secure, the Letter Agreements (as amended hereby)
        and/or the Notes, and nothing in this Amendment is intended, or
        shall be construed, to modify, affect or impair the perfection or
        continuity of the Bank's security interest in, security title to, or
        other liens on any such collateral.

7.      Governing Law.  This Amendment shall be governed by and construed in
        accordance with the laws of the State of Missouri.

8.      Counterparts.  This Amendment may be executed in multiple
        counterparts, each of which when so executed and delivered shall be
        deemed to be an original and all of which, when taken together,
        shall constitute one and the same instrument.  Any of the Parties
        may execute this Amendment by signing any such counterpart.


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        IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed by their duly authorized officers as of the date first above
written.


                                  BORROWER:


                                  LACLEDE GAS COMPANY,
                                  a Missouri corporation


                                  By:    /s/ Ronald L. Krutzman
                                         Name:  Ronald L. Krutzman
                                         Title:    Treasurer and Assistant
                                                   Secretary



                                  BANK:


                                  BANK OF AMERICA, N.A.,
                                  a national banking association


                                  By:    /s/ Michelle A. Schoenfeld
                                         Name:  Michelle A. Schoenfeld
                                         Title:  Vice President

































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