EXHIBIT 3(A)
                                                   
                             
                            PEOPLES ENERGY CORPORATION

          
                          ACTION OF THE BOARD OF DIRECTORS

                        BY WRITTEN CONSENT IN LIEU OF MEETING

          

          The Board of Directors of the Company has taken the

following action by unanimous written consent:

                    RESOLVED, That Section 3.1 of Article
          III of the By-Laws of the Company be, and it
          hereby is, amended by deleting said Section in
          its entirety and substituting the following in
          lieu thereof:
                    
                           ARTICLE III
                     Directors and Committees

                    SECTION 3.1.  Number and Election. 
          The business and affairs of the Company shall
          be managed and controlled by a Board of
          Directors, eleven (11) in number, none of whom
          need to be a shareholder, which number may be
          altered from time to time by amendment of these
          by-laws, but shall never be less than three
          (3).  Except as provided in the Articles of
          Incorporation, the directors shall be elected
          by the shareholders entitled to vote at the
          annual meeting of such shareholders and each
          director shall be elected to serve for a term
          of one (1) year and thereafter until a
          successor shall be elected and shall qualify. 
          Only persons who are nominated in accordance
          with the procedures set forth in this section
          shall be eligible to be nominated as directors
          at any meeting of the shareholders of the
          Company.  At any meeting of the shareholders of
          the Company, nominations of persons for
          election to the Board of Directors may be made
          (1) by or at the direction of the Board of
          Directors or (2) by any shareholder of the
          Company who is a holder of record at the time
          of giving the notice provided for in this
          section, who shall be entitled to vote at the
          meeting, and who complies with the notice
          procedures set forth in this section.  For a
          nomination to be properly brought before a
          shareholders' meeting by a shareholder, timely
          written notice shall be made to the Secretary
          of the Company.  The shareholder's notice shall
          be delivered to, or mailed and received at, the
          principal office of the Company no less than 60
          days nor more than 90 days prior to the
          meeting; provided, however, in theevent that less 
          than 70 days notice or prior public disclosure of 
          the date of the meeting is given or made to
          shareholders, notice by the shareholder to be
          timely must be received not later than the
          close of business on the tenth day following
          the day on which the notice of the date of the
          meeting was mailed or the public disclosure was
          made; provided further, however, notice by the
          shareholder to be timely must be received in
          any event not later than the close of business
          on the seventh day preceding the day on which
          the meeting is to be held.  The shareholder's
          notice shall set forth (1) as to each person
          whom the shareholder proposes to nominate for
          election or reelection as a director, all
          information relating to such person that is
          required to be disclosed in solicitations of
          proxies for election of directors, or is
          otherwise required by applicable law (including
          the person's written consent to being named as
          a nominee and to serving as a director if
          elected), and (2) (a) the name and address, as
          they appear on the Company's books, of the
          shareholder, (b) the class and number of shares
          of capital stock of the Company owned by the
          shareholder, and (c) a description of all
          arrangements or understandings between the
          shareholder and each nominee and any other
          person or persons (naming such person or
          persons) pursuant to which the nomination or
          nominations are to be made by the shareholder. 
          The shareholder shall also comply with all
          applicable requirements of the 1934 Act and the
          rules and regulations thereunder with respect
          to the matters set forth in this section.  If
          the chairman of the meeting shall determine and
          declare at the meeting that a nomination was
          not made in accordance with the procedures
          prescribed by this section, the nomination
          shall not be accepted.
                    
                   and
                    
                    RESOLVED FURTHER, That William J.
          Brodsky be, and he hereby is, elected a
          director of the Company, to serve until the
          next annual election of directors of this
          Company or until his successor is duly elected
          and qualified.
             IN WITNESS WHEREOF, the Board of Directors PEOPLES

ENERGY CORPORATION has caused this Written Consent to be executed

                       as of July 1, 1997.

          

    /s/ Pastora San Juan Cafferty               /s/ J. Bruce Hasch
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   /s/ Frederick C. Langenberg                 /s/ Homer J. Livingston, Jr.
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   /s/  William G. Mitchell                      /s/  Earl L.Neal          
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     /s/ Michael S. Reeves                      /s/ Richard E. Terry        
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     /s/  Richard P. Toft                       /s/  Arthur R. Velasquez      
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