Exhibit 3(a)



                    Peoples Energy Corporation

      Consider Recommendation of the Compensation-Nominating
           Committee Concerning Amendment to the By-Laws        

           After discussion, on motion duly made and

    seconded, the following resolution was unanimously

    adopted:

                      RESOLVED, That, effective as of the
           close of business on February 28, 1997, 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, ten (10) 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 the event 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.