EXHIBIT 10(b)
                                      SERVICE PACKAGE NO. 19386
                                                AMENDMENT NO. 0

                  GAS TRANSPORTATION AGREEMENT
               (For Use Under FT-A Rate Schedule )

THIS AGREEMENT is made and entered into as of the 1st day of May,
1997,  by  and between TENNESSEE GAS PIPELINE COMPANY, a Delaware
Corporation, hereinafter referred to as "Transporter"  and  NORTH
SHORE  GAS COMPANY, an Illinois Corporation, hereinafter referred
to  as  "Shipper." Transporter and Shipper shall be  collectively
referred to as "Parties."

                            ARTICLE I
                                
                           DEFINITIONS

1.1  TRANSPORTATION QUANTITY (TQ) - shall mean the maximum  daily
     quantity  of  gas which Transporter agrees  to  receive  and
     transport on a firm basis, subject to Article II herein, for
     the  account  of Shipper hereunder on each day  during  each
     year   during  the  term  hereof,  which  shall   be   9,756
     dekatherms.   Any  limitations  of  the  quantities  to   be
     received from each Point of Receipt and/or delivered to each
     Point  of  Delivery  shall be as specified  on  Exhibit  "A"
     attached hereto.

1.2  EQUIVALENT  QUANTITY - shall be as defined in Article  I  of
     the  General Terms and Conditions of Transporter's FERC  Gas
     Tariff.

                           ARTICLE II
                                
                         TRANSPORTATION

Transportation Service - Transporter agrees to accept and receive
daily  on  a firm basis, the Point(s) of Receipt from Shipper  or
for  Shipper's  account such quantity of  gas  as  Shipper  makes
available up to the Transportation Quantity, and to deliver to or
for  the account of Shipper to Point(s) of Delivery an Equivalent
Quantity of gas.

                           ARTICLE III
                                
                POINT(S) OF RECEIPT AND DELIVERY

The  Primary  Point(s)  of Receipt and Delivery  shall  be  those
points specified on Exhibit "A" attached hereto.

                           ARTICLE IV

All facilities are in place to render the service provided for in
this Agreement.

                                      SERVICE PACKAGE NO. 19386
                                                AMENDMENT NO. 0

                  GAS TRANSPORTATION AGREEMENT
               (For Use Under FT-A Rate Schedule )
                                

                            ARTICLE V
                                
      QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENTS

For  all  gas received, transported, and delivered hereunder  the
Parties  agree  to the Quality Specifications and  Standards  for
Measurement  as specified in the General Terms and Conditions  of
Transporter's FERC Gas Tariff Volume No. 1.  To the  extent  that
no  new  measurement facilities are installed to provide  service
hereunder, measurement operations will continue in the manner  in
which they have previously been handled.  In the event that  such
facilities  are  not  operated  by Transporter  or  a  downstream
pipeline,  then responsibility for operations shall be deemed  to
be Shipper's.

                           ARTICLE VI
                                
            RATES AND CHARGES FOR GAS TRANSPORTATION

6.1  TRANSPORTATION  RATES - Commencing upon the  effective  date
     hereof,  the  rates, charges and surcharges to  be  paid  by
     Shipper   to  Transporter  for  the  transportation  service
     provided  herein  shall be in accordance with  Transporter's
     Rate  Schedule FT-A and the General Terms and Conditions  of
     Transporter's FERC Gas Tariff.

6.2  INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter
     for  any  filing  or  similar  fees,  which  have  not  been
     previously paid for by Shipper, which Transporter incurs  in
     rendering service hereunder.

6.3  CHANGES   IN  RATES  AND  CHARGES  -  Shipper  agrees   that
     Transporter shall have the unilateral right to file with the
     appropriate regulatory authority and make effective  changes
     in  (a) the rates and charges applicable to service pursuant
     to   Transporter's  Rate  Schedule  FT-A,   (b)   the   rate
     schedule(s) pursuant to which service hereunder is rendered,
     and  (c)any  provisions of the General Terms and  Conditions
     applicable to those rate schedules.  Transporter agrees that
     Shipper  may protest or contest the aforementioned  filings,
     or  may  seek authorization from duly constituted regulatory
     authorities  for  such adjustment of Transporter's  existing
     FERC  Gas  Tariff  as  may  be  found  necessary  to  assure
     Transporter just and reasonable rates.

                           ARTICLE VII
                                
                      BILLINGS AND PAYMENTS

Transporter shall bill and Shipper shall pay all rates and
charges in accordance with Articles V and VI, respectively, of
the General Terms and Conditions of Transporter's FERC Gas
Tariff.

                                      SERVICE PACKAGE NO. 19386
                                                AMENDMENT NO. 0

                  GAS TRANSPORTATION AGREEMENT
               (For Use Under FT-A Rate Schedule )


                          ARTICLE VIII
                                
                  GENERAL TERMS AND CONDITIONS

This  Agreement shall be subject to the effective  provisions  of
Transporter's  Rate Schedule FT-A and to the  General  Terms  and
Conditions  incorporated therein, as the same may be  changed  or
superseded  from time to time in accordance with  the  rules  and
regulations of the FERC.

                           ARTICLE IX
                                
                           REGULATION

9.1  This Agreement shall be subject to all applicable and lawful
     governmental statutes, orders, rules, and regulations and is
     contingent  upon  the  receipt  and  continuation   of   all
     necessary regulatory approvals or authorizations upon  terms
     acceptable to Transporter.  This Agreement shall be void and
     of  no force and effect if any necessary regulatory approval
     is  not so obtained or continued.  All Parties hereto  shall
     cooperate  to obtain or continue all necessary approvals  or
     authorizations, but no Party shall be liable  to  any  other
     Party  for  failure to obtain or continue such approvals  or
     authorizations.

9.2  The   transportation  service  described  herein  shall   be
     provided  subject  to  Subpart G,  Part  284,  of  the  FERC
     Regulations.

                            ARTICLE X
                                
              RESPONSIBILITY DURING TRANSPORTATION

Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and
Conditions of Transporter's FERC Gas Tariff Volume No. 1.

                           ARTICLE XI
                                
                           WARRANTIES
                                
11.1 In addition to the warranties set forth in Article IX of the
     General  Terms  and  Conditions of  Transporter's  FERC  Gas
     Tariff, Shipper warrants the following:

  (a) Shipper   warrants   that  all  upstream   and   downstream
      transportation arrangements are in place,  or  will  be  in
      place  and of the requested effective date of service,  and
      that   it   has   advised  the  upstream   and   downstream
      transporters of the receipt and delivery points under  this
      Agreement  and any quantity limitations for each  point  as
      specified on Exhibit "A" attached hereto.


                                      SERVICE PACKAGE NO. 19386
                                                AMENDMENT NO. 0

                  GAS TRANSPORTATION AGREEMENT
               (For Use Under FT-A Rate Schedule )
                                

      Shipper  agrees to indemnify and hold Transporter  harmless
      for  refusal  to transport gas hereunder in the  event  any
      upstream  or  downstream transporter fails  to  receive  or
      deliver gas as contemplated by this Agreement.
  
  (b) Shipper  agrees to indemnify and hold Transporter  harmless
      from  all suits, actions, debts, accounts, damages,  costs,
      losses  and expenses (including reasonable attorneys  fees)
      arising  form or out of breach of any warranty  by  Shipper
      herein.

11.2 Transporter  shall not be obligated to provide  or  continue
     service hereunder in the event of any breach of warranty.
                                
                           ARTICLE XII
                                
                              TERM
                                
12.1 This  Agreement shall become effective as of the 1st day  of
     May,  1997, and shall remain in full force and effect  until
     the  31st  day of October, 1997, ("Primary Term")  and  will
     terminate on that date.

12.2 Any portions of this Agreement necessary to resolve or cash-
     out  imbalances  under this Agreement  as  required  by  the
     General Terms and Conditions of Transporter's Tariff,  shall
     survive the other parts of this Agreement until such time as
     such  balancing  has  been accomplished; provided,  however,
     that  Transporter  notifies Shipper of  such  imbalance  not
     later  than  twelve  months after the  termination  of  this
     Agreement.

12.3 This  Agreement  will terminate automatically  upon  written
     notice  from Transporter in the event Shipper fails  to  pay
     all  of  the  amount  of any bill for  service  rendered  by
     Transporter   hereunder  in  accord  with  the   terms   and
     conditions of Article VI of the General Terms and Conditions
     of Transporter's FERC Gas Tariff.



                                      SERVICE PACKAGE NO. 19386
                                                AMENDMENT NO. 0

                  GAS TRANSPORTATION AGREEMENT
               (For Use Under FT-A Rate Schedule )

                          ARTICLE XIII
                                
                             NOTICES

Except  as otherwise provided in the General Terms and conditions
applicable  to  this Agreement, any notice under  this  Agreement
shall be in writing and mailed to the post office address of  the
Party intended to receive the same, as follows:

TRANSPORTER:   TENNESSEE GAS PIPELINE COMPANY
               P.O. Box 2511
               Houston, Texas 77252-2511
               Attention: Director, Transportation Control

SHIPPER:

NOTICES:       NORTH SHORE GAS COMPANY
               130 East Randolph Drive
               Chicago, IL 60601
               Attention: Raulando C. Delara

BILLING:       NORTH SHORE GAS COMPANY
               130 East Randolph Drive
               Chicago, IL 60601
               Attention: Raulando C. Delara

or to such other address as either Party may designate by formal
written notice to the other.

                           ARTICLE XIV
                                
                           ASSIGNMENTS

14.1 Either  Party  may assign or pledge this Agreement  and  all
     rights and obligations hereunder under the provisions of any
     mortgage, deed of trust, indenture or other instrument which
     it  has  executed or may execute hereafter as  security  for
     indebtedness. Either Party may, without relieving itself  of
     its  obligations  under this Agreement, assign  any  of  its
     rights  hereunder to a company with which it is  affiliated.
     Otherwise, Shipper shall not assign this Agreement or any of
     its hereunder, except in accord with Article III, Section 11
     of  the  General Terms and Conditions of Transporter's  FERC
     Gas Tariff.

14.2 Any  person  which  shall succeed by  purchase,  merger,  or
     consolidation  to  the properties, substantially  or  as  an
     entirety,  of either Party hereto shall be entitled  to  the
     rights  and  shall  be  subject to the  obligations  of  its
     predecessor in interest under this Agreement.


                                      SERVICE PACKAGE NO. 19386
                                                AMENDMENT NO. 0

                  GAS TRANSPORTATION AGREEMENT
               (For Use Under FT-A Rate Schedule )
                                
                           ARTICLE XV
                                
                          MISCELLANEOUS
                                
15.1 THE INTERPRETATION AND PERFORMANCE OF THIS CONTRACT SHALL BE
     IN  ACCORDANCE WITH AND CONTROLLED BY THE LAWS OF THE  STATE
     OF  TEXAS, WITHOUT REGARD TO THE DOCTRINES GOVERNING  CHOICE
     OF LAW.

15.2 If  any  provisions of this Agreement is declared  null  and
     void,  or  voidable,  by a court of competent  jurisdiction,
     then  that provision will be considered severable at  either
     Party's option; and if the severability option is exercised,
     the  remaining provisions of the Agreement shall  remain  in
     full force and effect.

15.3 Unless  otherwise  expressly provided in this  Agreement  or
     Transporter's  Gas Tariff, no modification of or  supplement
     to  the terms and provisions stated in this agreement  shall
     be or become effective until Shipper has submitted a request
     for  change through the TENN-SPEED 2 System and Shipper  has
     been   notified   through  TENN-SPEED  2  of   Transporter's
     agreement to such changes.

15.4 Exhibit  "A"  attached  hereto  is  incorporated  herein  by
     reference and made a part hereof for all purposes.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be duly executed as of the date first hereinabove written

TENNESSEE GAS PIPELINE COMPANY

By:   /s/ Matthew W. Rowland
         Agent and
      Attorney-in-Fact
      Matthew W. Rowland
     
Date: June 16, 1997
     


NORTH SHORE GAS COMPANY


By:   /s/ T. M. Patrick
     
Title: Executive Vice President
     
Date: May 1, 1997
     

                                                       SERVICE PACKAGE NO. 19386
                                                                 AMENDMENT NO. 0
<TABLE>
<CAPTION>
                                        
                          GAS TRANSPORTATION AGREEMENT
                       (For Use Under FT-A Rate Schedule)
                                        
                                   EXHIBIT "A"
                  AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
                                DATED May 1, 1997
                                     BETWEEN
                         TENNESSEE GAS PIPELINE COMPANY
                                       AND
                             NORTH SHORE GAS COMPANY
                                        

NORTH SHORE GAS COMPANY
EFFECTIVE DATE OF AMENDMENT:  May 1, 1997
RATE SCHEDULE:  FT-A
SERVICE PACKAGE:  19386
SERVICE PACKAGE TQ:  9,756  Dth
<S>    <C>                     <C>                      <C>           <C>  <C>   <C>   <C>   <C>       <C>
METER  METER NAME              INTERCONNECT PARTY NAME  COUNTY        ST   ZONE  R/D   LEG   METER-TQ  BILLABLE-TQ
                                                                                               
011929 TRANSCO - WHARTON       TRANSCONTINENTAL GAS     WHARTON       TX    00    R    100     4,878      4,878
       COUNTY TIE-1            PPELINE
012020 TRANSCO - FALFURRIAS    TRANSCONTINENTAL GAS    JIM WELLS      TX    00    R    100      4,878     4,878
       TRANSPORT               PIPELINE
                                                                                               
                                                                          Total                 9,756     9,756
                                                                          Receipt
                                                                          TQ:
                                                                                               
                                                                                               
020852 MGT SMS (Bi 1-2447,                              SUMNER        TN    01    D    999      9,756     9,756
       Dual 1-702



NUMBER OF RECEIPT POINTS AFFECTED:  2
NUMBER OF DELIVERY POINTS AFFECTED:  1


Note:  Exhibit "A" is a reflection of the contract and all amendments as of the
amendment effective date.
</TABLE>