Exhibit 3(b)









                             BY-LAWS


                               OF


             THE PEOPLES GAS LIGHT AND COKE COMPANY


























                                         AMENDED MARCH 26, 1997
THE PEOPLES GAS LIGHT AND COKE COMPANY


                             BY-LAWS




ARTICLE I            -          OFFICES


ARTICLE II           -          MEETINGS OF SHAREHOLDERS


ARTICLE III          -          DIRECTORS AND COMMITTEES


ARTICLE IV           -          OFFICERS


ARTICLE V            -          INDEMNIFICATION OF DIRECTORS,
                                  OFFICERS, EMPLOYEES AND AGENTS


ARTICLE VI           -          CERTIFICATES OF STOCK AND THEIR
                                  TRANSFER


ARTICLE VII          -          MISCELLANEOUS (CONTRACTS)


ARTICLE VIII         -          AMENDMENT OR REPEAL OF BY-LAWS

             THE PEOPLES GAS LIGHT AND COKE COMPANY


                              INDEX
                                                           PAGE

                                A

    Amendment of By-Laws                                     16
    Appointment of Officers                                   7
    Assistant Controller, Duties of                          10
    Assistant General Counsel, Duties of                     10
    Assistant Secretary, Duties of                           10
    Assistant Treasurer, Duties of                           10
    Assistant Vice President, Duties of                       9

                                B

    Board of Directors                                        4

                                C

    Certificates of Stock and Their Transfer                 12
    Chairman of the Board, Duties of                          8
    Committees                                                6
    Controller, Duties of                                    10
    Contracts, Execution of                                  14

                                D

    Directors and Committees                                  4

                                E

    Election of Directors                                     4
    Election of Officers                                      7

                                F

    Fees and Compensation of Directors                        6

                                G

    General Counsel, Duties of                               10
             THE PEOPLES GAS LIGHT AND COKE COMPANY


                                                           PAGE
                                I

    Indemnification of Directors, Officers, Employees
      and Agents                                             11

                                M

    Meetings
      Directors                                               4
      Action Without Meeting                                  6
      Shareholders                                            1

                                N

    Notice of Meetings
      Directors                                               4
      Shareholders                                            2

                                O

    Officers
      Appointed                                               7
      Elected                                                 7
    Offices, Two or More Held By One Person                   7

                                P

    President, Duties of                                      8
    Presiding Officer
      Board Meetings                                          5
      Shareholder Meetings                                    4
    Proxies                                                   3

                                Q

    Quorum
      Board                                                   5
      Shareholders                                            2

             THE PEOPLES GAS LIGHT AND COKE COMPANY


                                                           PAGE

                                S

    Secretary, Duties of                                      9
    Signatures to Checks, Drafts, etc.                       15
    Stock, Certificates of and their Transfer                12

                                T

    Treasurer, Duties of                                      9

                                V

    Vice President, Duties of                                 9
    Voting
      Shareholders                                            3
      Stock Owned by Company                                 15

                             BY-LAWS

                               OF

             THE PEOPLES GAS LIGHT AND COKE COMPANY


                            ARTICLE I

                             Offices
         SECTION 1.1.                                            

Principal Office.  The principal office of the Company shall be

in the City of Chicago, County of Cook and State of Illinois.

         SECTION 1.2.                                            
Other Offices.  The Company may also have offices at such other
places both within and without the State of Illinois as the Board
of Directors may from time to time determine or the business of
the Company may require.
                           ARTICLE II
                    Meetings of Shareholders
         SECTION 2.1.                                            
Annual Meeting.  The annual meeting of the shareholders shall be
held on the last Thursday of the month of March in each year, if
not a legal holiday, or, if a legal holiday, then on the next
preceding business day, for the purpose of electing directors and
for the transaction of such other business as may come before the
meeting.  If the election of directors shall not be held on the
day herein designated for the annual meeting, or at any
adjournment thereof, the Board of Directors shall cause such
election to be held at a special meeting of the shareholders as
soon thereafter as convenient.
         SECTION 2.2.                                            
Special Meetings.  Except as otherwise prescribed by statute,
special meetings of the shareholders for any purpose or purposes,
may be called by the Chairman of the Board, the President, a 
majority of the Board of Directors or shareholders owning capital 
stock of the Company having not less than 20% of the total voting 
power.  Such request shall state the purpose or purposes of the 
proposed meeting.
         SECTION 2.3.                                            
Place of Meetings.  Each meeting of the shareholders for the
election of directors shall be held at the principal office of
the Company in the City of Chicago, Illinois, unless the Board of
Directors shall by resolution designate another place as the
place of such meeting.  Meetings of shareholders for any other
purpose may be held at such place, and at such time as shall be
determined by the Chairman of the Board, or the President, or in
their absence, by the Secretary, and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
         SECTION 2.4.                                            
Notice of Meetings.  Written or printed notice stating the place,
date and hour of each annual or special meeting of the
shareholders, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given not
less than 10 or more than 60 days before the date of the meeting,
except as otherwise provided by statute.  Notice of any meeting
of the shareholders may be waived by any shareholder.
         SECTION 2.5.                                            
Quorum.  The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite for, and shall
constitute, a quorum at all meetings of the shareholders of the
Company for the transaction of business, except as otherwise
provided by statute or these by-laws.  If a quorum shall not be
present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting if the adjournment is for thirty days or less or unless
after the adjournment a new record date is fixed, until a quorum
shall be present or represented.  At such adjourned meeting, at
which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as
originally noticed.
         SECTION 2.6.                                            
Proxies.  At every meeting of the shareholders, each shareholder
having the right to vote thereat shall be entitled to vote in
person or by proxy.  Such proxy shall be appointed by an
instrument in writing subscribed by such shareholder and bearing
a date not more than eleven months prior to such meeting, unless
such proxy provides for a longer period, and shall be filed with
the Secretary of the Company before, or at the time of, the
meeting.
         SECTION 2.7.                                            
Voting.  At each meeting of the shareholders, each shareholder
shall be entitled to one vote for each share of stock entitled to
vote thereat which is registered in the name of such shareholder
on the books of the Company.  At all elections of directors of
the Company, the holders of shares of stock of the Company shall
be entitled to cumulative voting.  When a quorum is present at
any meeting of the shareholders, the vote of the holders of a
majority of the shares present in person or represented by proxy
and entitled to vote at the meeting shall be sufficient for the
transaction of any business, unless otherwise provided by statute
or these by-laws.
         SECTION 2.8.                                            
Presiding Officer. The presiding officer of any meeting of the
shareholders shall be the Chairman of the Board or, in the case
of the absence of the Chairman of the Board, the President.
                           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, six (6)
in number, each of which shall be a shareholder.  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
his successor shall be elected and shall qualify.  The Board of
Directors may fill one or more vacancies arising between meetings
of shareholders by reason of an increase in the number of
directors or otherwise.
         SECTION 3.2.                                            
Regular Meetings.  A regular meeting of the Board of Directors
shall be held immediately, or as soon as practicable, after the
annual meeting of the shareholders in each year for the purpose
of electing officers and for the transaction of such other
business as may be deemed necessary, and regular meetings of the
Board shall be held at such date and time and at such place as
the Board of Directors may from time to time determine.  Not less
than two days' notice of all regular meetings of the Board,
except the meeting to be held after the annual meeting of
shareholders which shall be held without other notice than this
by-law, shall be given to each director personally or by mail or
telegram.
         SECTION 3.3.                                            
Special Meetings.  Special meetings of the Board may be called at
any time by the Chairman of the Board, the President, or by any
two directors, by causing the Secretary to mail to each director,
not less than three days before the time of such meeting, a
written notice stating the time and place of such meeting. 
Notice of any meeting of the Board may be waived by any director.
         SECTION 3.4.                                            
Quorum.  At each meeting of the Board of Directors, the presence
of not less than a majority of the total number of directors
specified in Section 3.1 hereof shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by
statute.  If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.  In determining the
presence of a quorum at a meeting of the directors or a committee
thereof for the purpose of authorizing a contract or transaction
between the Company and one or more of its directors, or between
the Company and any other corporation, partnership, association,
or other organization in which one or more of the directors of
this Company are directors or officers, or have a financial
interest in such other organization, such interested directors
may be counted in determining a quorum.
         SECTION 3.5.                                            
Presiding Officer.  The presiding officer of any meeting of the
Board of Directors shall be the Chairman of the Board or, in his
absence, the President or, in his absence, any other director
elected chairman of the meeting by vote of a majority of the
directors present at the meeting.
         SECTION 3.6.                                            
Committees.  The Board may appoint committees, standing or
special, from time to time from among its own members or
otherwise, and may confer such powers on such committees as the
Board may determine and may revoke such powers and terminate the
existence of such committees at its pleasure.
         SECTION 3.7.                                            
Action Without Meeting.  Any action required or permitted to be
taken at any meeting of the Board of Directors, or any committee
thereof, may be taken without a meeting if all members of the
Board or of such committee, as the case may be, consent thereto
in writing and such writing or writings are filed with the
minutes of the proceedings of the Board or such committee.
         SECTION 3.8.                                            
Fees and Compensation of Directors.  Directors shall not receive
any stated salary for their services as such; but, by resolution
of the Board of Directors, reasonable fees, with or without
expenses of attendance, may be allowed.  Members of the Board
shall be allowed their reasonable traveling expenses when
actually engaged in the business of the Company, to be audited
and allowed as in other cases of demands against the Company. 
Members of standing or special committees may be allowed fees and
expenses for attending committee meetings.  Nothing herein
contained shall be construed to preclude any director from
serving the Company in any other capacity and receiving
compensation therefor.
                           ARTICLE IV
                            Officers
         SECTION 4.1.                                            
Election of Officers.  There shall be elected by the Board of
Directors in each year the following officers:  a Chairman of the
Board; a President; such number of Senior Vice Presidents, such
number of Executive Vice Presidents, such number of Vice
Presidents and such number of Assistant Vice Presidents as the
Board at the time may decide upon; a Secretary; such number of
Assistant Secretaries as the Board at the time may decide upon; a
Treasurer; such number of Assistant Treasurers as the Board at
the time may decide upon; a Controller; and such number of
Assistant Controllers as the Board at the time may decide upon;
and, if the Board may decide, a General Counsel; and such number
of Deputy General Counsel and such number of Assistant General
Counsel as the Board at the time may decide upon.  Any two or
more offices may be held by one person, except that the offices
of President and Secretary may not be held by the same person. 
All officers shall hold their respective offices during the
pleasure of the Board.
         SECTION 4.2.                                            
Appointment of Officers.  The Board of Directors, the Chairman of
the Board, or the President may from time to time appoint such
other officers as may be deemed necessary, including one or more
Vice Presidents, one or more Assistant Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, one
or more Assistant Controllers, one or more Assistant General
Counsel, and such other agents, employees and attorneys-in-fact
of the Company as may be deemed proper.  Such officers, agents,
employees and attorneys-in-fact shall have such authority, (which
may include the authority to execute and deliver on behalf of the
Company contracts and other instruments in writing of any
nature), perform such duties and receive such compensation as the
Board of Directors or, in the case of appointments made by the
Chairman of the Board or the President, as the Chairman of the
Board or the President, may from time to time prescribe and
determine.  The Board of Directors may from time to time
authorize any officer to appoint and remove agents and employees,
to prescribe their powers and duties and to fix their
compensation therefor.
         SECTION 4.3.                                            
Duties of Chairman of the Board.  The Chairman of the Board shall
be the chief executive officer of the Company and shall have
control and direction of the management and affairs of the
Company and may execute all contracts, deeds, assignments,
certificates, bonds or other obligations for and on behalf of the
Company, and sign certificates of stock and records of
certificates required by law to be signed by the Chairman of the
Board.  When present, the Chairman of the Board shall preside at
all meetings of the Board and of the shareholders.
         SECTION 4.4.                                            
Duties of President.  Subject to the control and direction of the
Chairman of the Board, and to the control of the Board, the
President shall have general management of all the business of
the Company, and he shall have such other powers and perform such
other duties as may be prescribed for him by the Board or be
delegated to him by the Chairman of the Board.  He shall possess
the same power as the Chairman of the Board to sign all
certificates, contracts and other instruments of the Company.  In
case of the absence or disability of the President, or in case of
his death, resignation or removal from office, the powers and
duties of the President shall devolve upon the Chairman of the
Board during absence or disability, or until the vacancy in the
office of President shall be filled.
         SECTION 4.5.                                            
Duties of Vice President.  Each of the Senior Vice Presidents,
Executive Vice Presidents, Vice Presidents and Assistant Vice
Presidents shall have such powers and duties as may be prescribed
for him by the Board, or be delegated to him by the Chairman of
the Board or by the President.  Each of such officers shall
possess the same power as the President to sign all certificates,
contracts and other instruments of the Company.
         SECTION 4.6.                                            
Duties of Secretary.  The Secretary shall have the custody and
care of the corporate seal, records and minute books of the
Company.  He shall attend the meetings of the Board, and of the
shareholders, and duly record and keep the minutes of the
proceedings, and file and take charge of all papers and documents
belonging to the general files of the Company, and shall have
such other powers and duties as are commonly incident to the
office of Secretary or as may be prescribed for him by the Board,
or be delegated to him by the Chairman of the Board or by the
President.
         SECTION 4.7.                                            
Duties of Treasurer.  The Treasurer shall have charge of, and be
responsible for, the collection, receipt, custody and
disbursement of the funds of the Company, and shall deposit its
funds in the name of the Company in such banks, trust companies
or safety deposit vaults as the Board may direct.  He shall have
the custody of the stock record books and such other books and
papers as in the practical business operations of the Company
shall naturally belong in the office or custody of the Treasurer,
or as shall be placed in his custody by the Board, the Chairman
of the Board, the President, or any Vice President, and shall
have such other powers and duties as are commonly incident to the
office of Treasurer, or as may be prescribed for him by the
Board, or be delegated to him by the Chairman of the Board or by
the President.
         SECTION 4.8.                                            
Duties of Controller.  The Controller shall have control over all
accounting records pertaining to moneys, properties, materials
and supplies of the Company.  He shall have charge of the
bookkeeping and accounting records and functions, the related
accounting information systems and reports and executive
supervision of the system of internal accounting controls, and
such other powers and duties as are commonly incident to the
office of Controller or as may be prescribed by the Board, or be
delegated to him by the Chairman of the Board or by the
President.
         SECTION 4.9.                                            
Duties of General Counsel.  The General Counsel shall have full
responsibility for all legal advice, counsel and services for the
Company and its subsidiaries including employment and retaining
of attorneys and law firms as shall in his discretion be
necessary or desirable and shall have such other powers and shall
perform such other duties as from time to time may be assigned to
him by the Board, the Chairman of the Board or the President.
         SECTION 4.10.                                           
Duties of Assistant Secretary, Assistant Treasurer, Assistant
Controller and Assistant General Counsel.  The Assistant
Secretary, Assistant Treasurer, Assistant Controller and
Assistant General Counsel shall assist the Secretary, Treasurer,
Controller and General Counsel, respectively, in the performance
of the duties assigned to each and shall for such purpose have
the same powers as his principal.  He shall also have such other
powers and duties as may be prescribed for him by the Board, or
be delegated to him by the Chairman of the Board or by the
President.
                            ARTICLE V
  Indemnification of Directors, Officers, Employees and Agents
         SECTION 5.1.                                            
Indemnification of Directors, Officers and Employees.  The
Company shall indemnify, to the fullest extent permitted under
the laws of the State of Illinois and any other applicable laws,
as they now exist or as they may be amended in the future, any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (including, without limitation, an action by or in
the right of the Company), by reason of the fact that he or she
is or was a director, officer or employee of the Company, or is
or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or
proceeding.
         SECTION 5.2.                                            
Advancement of Expenses to Directors, Officers and Employees. 
Expenses incurred by such a director, officer or employee in
defending a civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such
action, suit or proceeding to the fullest extent permitted under
the laws of the State of Illinois and any other applicable laws,
as they now exist or as they may be amended in the future.
         SECTION 5.3.                                            
Indemnification and Advancement of Expenses to Agents.  The board
of directors may, by resolution, extend the provisions of this
Article V regarding indemnification and the advancement of
expenses to any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact he or she is or was an
agent of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise.
         SECTION 5.4.                                            
Rights Not Exclusive.  The rights provided by or granted under
this Article V are not exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be
entitled.
         SECTION 5.5.                                            
Continuing Rights.  The indemnification and advancement of
expenses provided by or granted under this Article V shall
continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of that person.
                           ARTICLE VI
            Certificates of Stock and Their Transfer
         SECTION 6.1.                                            
Certificates of Stock.  The certificates of stock of the Company
shall be in such form as may be determined by the Board of
Directors, shall be numbered and shall be entered in the books of
the Company as they are issued.  They shall exhibit the holder's
name and number of shares and shall be signed by the Chairman of
the Board, the President or a Vice President and also by the
Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary and shall bear the corporate seal or a
facsimile thereof.  If a certificate is countersigned by a
transfer agent or registrar, other than the Company itself or its
employee, any other signature or countersignature on the
certificate may be facsimiles.  In case any officer of the
Company, or any officer or employee of the transfer agent or
registrar, who has signed or whose facsimile signature has been
placed upon such certificate ceases to be an officer of the
Company, or an officer or employee of the transfer agent or
registrar, before such certificate is issued, said certificate
may be issued with the same effect as if the officer of the
Company, or the officer or employee of the transfer agent or
registrar, had not ceased to be such at the date of issue.
         SECTION 6.2.                                            
Transfer of Stock.  Upon surrender to the Company of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, and
upon payment of applicable taxes with respect to such transfer,
it shall be the duty of the Company, subject to such rules and
regulations as the Board of Directors may from time to time deem
advisable concerning the transfer and registration of
certificates for shares of stock of the Company, to issue a new
certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
         SECTION 6.3.                                            
Shareholders of Record.  The Company shall be entitled to treat
the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as
otherwise provided by statute.
         SECTION 6.4.                                            
Lost, Destroyed or Stolen Certificates.  The Board of Directors,
in individual cases or by general resolution, may direct a new
certificate or certificates to be issued by the Company as a
replacement for a certificate or certificates for a like number
of shares alleged to have been lost, destroyed or stolen, upon
the making of an affidavit of that fact by the person claiming
the certificate or certificates of stock to be lost, destroyed or
stolen.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the
owner of such lost, destroyed or stolen certificate or
certificates, or his legal representative, to give the Company a
bond in such form and amount as it may direct as indemnity
against any claim that may be made against the Company with
respect to the certificate or certificates alleged to have been
lost, destroyed or stolen.
                           ARTICLE VII
                          Miscellaneous
         SECTION 7.1.                                            
Contracts and Other Instruments.  All contracts or obligations of
the Company shall be in writing and shall be signed either by the
Chairman of the Board, the President, any Executive Vice
President, any Vice President, the Treasurer, or any other
officer of the Company, agent, employee or attorney-in-fact as
may be designated by the Board, the Chairman of the Board or the
President pursuant to specific authorizations and, the seal of
the Company may be attached thereto, duly attested by the
Secretary or an Assistant Secretary, except contracts entered
into in the ordinary course of business where the amount involved
is less than Five Hundred Thousand Dollars ($500,000), and except
contracts for the employment of servants or agents, which
contracts so excepted may be entered into by the Chairman of the
Board, the President, any Executive Vice President, any Vice
President, the Treasurer, or by such officers, agents, employees
or attorneys-in-fact as the Chairman of the Board or the
President may designate and authorize.  Unless the Board shall
otherwise determine and direct, all checks or drafts and all
promissory notes shall be signed by two officers of the Company. 
When prescribed by the Board, bonds, promissory notes, and other
obligations of the Company may bear the facsimile signature of
the officer who is authorized to sign such instruments and,
likewise, may bear the facsimile signature of the Secretary or an
Assistant Secretary.
         SECTION 7.2.                                            
Voting Stock Owned by Company.  Any or all shares of stock owned
by the Company in any other corporation, and any or all voting
trust certificates owned by the Company calling for or
representing shares of stock of any other corporation, may be
voted by the Chairman of the Board, the President, any Vice
President, the Secretary or the Treasurer, either in person or by
written proxy given to any person in the name of the Company at
any meeting of the shareholders of such corporation, or at any
meeting of voting trust certificate holders, upon any question
that may be presented at any such meeting.  Any such officer, or
anyone so representing him by written proxy, may on behalf of the
Company waive any notice of any such meeting required by any
statute or by-law and consent to the holding of such meeting
without notice.
                          ARTICLE VIII
                 Amendment or Repeal of By-Laws
         These by-laws may be added to, amended or repealed at
any regular or special meeting of the Board by a vote of a
majority of the membership of the Board.