EXHIBIT 10(c)
                                      SERVICE PACKAGE NO. 19394
                                                AMENDMENT NO. 0

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

THIS  AGREEMENT  is made and entered into as of the  1st  day  of
November,  1997,  by  and  between  MIDWESTERN  GAS  TRANSMISSION
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."

                           WITNESSETH:

That, in consideration of the premises and of the mutual
agreements herein contained, Transporter and Shipper agree as
follows:

                     ARTICLE I - DEFINITIONS

The definitions found in Article 1 of Transporter's General Terms
and Conditions are incorporated herein by reference.

                   ARTICLE II - TRANSPORTATION

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

           ARTICLE III- POINTS OF RECEIPT AND DELIVERY
                    AND ASSOCIATED PRESSURES

3.1  The  Primary Point(s) of Receipt and Delivery shall be those
     points specified on Exhibit A attached hereto. Shipper shall
     have  access  to  secondary receipt and delivery  points  as
     specified  in the applicable rate schedule (FT-A  or  FT-GS)
     pursuant  to  which Shipper's volumes are being transported.
     Priority of transportation to such secondary points shall be
     determined  in  accord with Article III, Section  5  of  the
     General Terms and Conditions of Transporter's tariff.

3.2  Shipper  may  request  a  change to the  Primary  Points  of
     Receipt  and/or Primary Points of Delivery provided in  this
     Agreement  by  submitting to Transporter a  Service  Request
     Form  in  accord with Article XXV of the General  Terms  and
     Conditions  of  Transporter's FERC Gas Tariff.  Priority  of
     transportation service to such additional Points of  Receipt
     and/or Delivery shall be determined pursuant to Article III,
     Section 5 of the General Terms and Conditions.

3.3  Shipper  shall  deliver,  or  cause  to  be  delivered,   to
     Transporter the gas to be transported hereunder at pressures
     sufficient to deliver such gas into Transporter's system  at
     the  Receipt  Point(s),  provided such  pressure  shall  not
     exceed  Transporter's maximum allowable operating  pressure.
     Transporter   shall  deliver  the  gas  to  be   transported
     hereunder  to or for the account of Shipper at the pressures
     existing in Transporter's system at the Delivery Point(s).


                                      SERVICE PACKAGE NO. 19394
                                                AMENDMENT NO. 0

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

                     ARTICLE IV- FACILITIES

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

(If  facilities  are  contemplated to  be  constructed,  a  brief
description of the facilities will be included, as well as who is
to construct, own and/or operate such facilities.)

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 provided for in the General Terms and  Conditions
of   Transporter's   FERC  Gas  Tariff.  Transporter   shall   be
responsible  for the operation of measurement facilities  at  the
Delivery Point(s) and at the Receipt Point(s). In the event  that
measurement facilities are not operated by Transporter, then  the
responsibility for operations shall be deemed to be that  of  the
Balancing  Party at such point.    If measurement facilities  are
not  operated by Transporter and there is no Balancing  Party  at
such  point,  then  the responsibility for  operations  shall  be
deemed to be Shipper's.

                 ARTICLE VI - RATES FOR SERVICE

6.1  Transportation Charge - Commencing on the date of the rates,
     charges and surcharges to be paid by Shipper to Transporter,
     including compensation for system fuel and losses, shall  be
     in  accordance with Transporter's applicable effective  Rate
     Schedule   (FT-A  or  FT-GS)  and  the  General  Terms   and
     Conditions of Transporter's Tariff.

6.2  Incidental  Charges  -  Upon execution  of  this  Agreement,
     Shipper  agrees  to  pay  Transporter  for  all  known   and
     anticipated  filing fees, reporting fees or similar  charges
     required  for  the  rendition of the transportation  service
     provided  for  herein. Further, Shipper agrees to  reimburse
     Transporter for all such fees within thirty (30) days  after
     receiving proof of payment from Transporter.

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 changes  effective
     in  (a)  the rates, charges, terms and conditions applicable
     to  service  pursuant to the Rate Schedule under which  this
     service  is  rendered, (b) the Rate Schedule(s) pursuant  to
     which  service hereunder is rendered, and (c)any  provisions
     of  the  General Terms and Conditions in Transporter's  FERC
     Gas  Tariff  applicable  to those Rate  Schedules,  as  such
     Tariff  may  be  revised or  replaced  from  time  to  time.
     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.


                                      SERVICE PACKAGE NO. 19394
                                                AMENDMENT NO. 0

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


       ARTICLE VII - RESPONSIBILITY DURING TRANSPORTATION

As  between the Parties hereto, it is agreed that from  the  time
gas  is  delivered  by  Shipper to  Transporter  at  the  Receipt
Point(s) and prior to delivery of such gas to or for the  account
of  Shipper at the Delivery Point(s), Transporter shall have  the
unqualified  right to commingle such gas with other  gas  in  its
system  and shall have the unqualified right to handle and  treat
such gas as its own.

              ARTICLE VIII - BILLINGS AND PAYMENTS

Billings and payments under this Agreement shall be in accordance
with the terms and conditions of Transporter's FERC Gas Tariff as
such Tariff may be revised or replaced from time to time.

  ARTICLE IX - RATE SCHEDULES AND GENERAL TERMS AND CONDITIONS

This  Agreement  and  all  terms  and  provisions  contained   or
incorporated  herein are subject to the effective  provisions  of
Transporter's applicable Rate Schedule(s) as set forth on Exhibit
A and Transporter's General Terms and Conditions on file with the
FERC,  or other duly constituted authorities having jurisdiction,
as  the  same may be changed or superseded from time to  time  in
accordance with the rules and regulations of the FERC, which Rate
Schedule(s) and General Terms and Conditions are incorporated  by
reference.  To the extent a term or condition set forth  in  this
Contract  is  inconsistent with the General Terms and Conditions,
the  General  Terms and Conditions shall govern. Furthermore,  to
the  extent  a  term or condition set forth in this  Contract  is
inconsistent with the applicable Rate Schedule, the Rate Schedule
shall  govern unless the relevant provision is inconsistent  with
General Terms and Conditions.

                     ARTICLE X - REGULATION

10.1 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
     or authorization 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.


                                      SERVICE PACKAGE NO. 19394
                                                AMENDMENT NO. 0

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

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

10.3 In  the event the Parties are unable to obtain all necessary
     and   satisfactory  regulatory  approvals  for  service   on
     facilities prior to the expiration of two (2) years from the
     effective  date  hereof,  then, prior  to  receipt  of  such
     regulatory  approvals,  either  Party  may  terminate   this
     Agreement  by  giving the other Party at least  thirty  (30)
     days  prior  written notice, and the respective  obligations
     hereunder, except for the provisions of Section 6.2  herein,
     shall be of no force and effect from and after the effective
     date of such termination.

                     ARTICLE XI - WARRANTIES

Shipper  agrees to indemnify and hold Transporter  harmless  from
all  suits, actions, debts, accounts, damages, costs, losses, and
expenses  (including reasonable attorneys fees) arising  from  or
out of breach of any warranty, express or implied, by the Shipper
herein. Transporter shall not be obligated to provide or continue
service hereunder in the event of any breach of warranty.

                 ARTICLE XII - TERM OF AGREEMENT

12.1 This  Agreement shall become effective on the  date  of  its
     execution, and shall be implemented no later than the  first
     day  of  the  month  following the  later  of  the  date  of
     execution  or the completion of any necessary facilities  on
     Transporter's  system and shall remain  in  full  force  and
     effect  until the 31st day of March, 1998, ("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 upon its termination, as
     required   by   the   General  Terms   and   Conditions   of
     Transporter's FERC Gas Tariff, shall survive the other parts
     of this Agreement until such time as such balancing has been
     accomplished.

12.3 In  addition to any other remedy Transporter may have,  this
     Agreement will terminate automatically in the event  Shipper
     fails  to  pay  all  of the amount of any bill  for  service
     rendered by Transporter hereunder when that amount  is  due,
     provided  Transporter shall give Shipper thirty days  notice
     prior to any termination of service.    Service may continue
     hereunder   if   within  the  thirty   day   notice   period
     satisfactory assurance of payment is made 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. 19394
                                                AMENDMENT NO. 0

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

                    ARTICLE XIII - NOTICES

Except  when notice is required through TENN-SPEED 2, any notice,
request,  demand,  statement,  or  bill  provided  for  in   this
Agreement or any notice that either Party may desire to  give  to
the  other shall be in writing and mailed by registered  mail  to
the post office address of the Party intended to receive the same
as follows:

TRANSPORTER:   MIDWESTERN GAS TRANSMISSION COMPANY
               P.O. Box 2511
               Houston, Texas 77252-2511
               Attention: Transportation Marketing

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 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  that
     it  has  executed or may execute hereafter as  security  for
     indebtedness. Either Party, without relieving itself of  its
     obligations  under  this Agreement, may 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  rights and obligations hereunder, except in accord with
     Article   XXI  of  the  General  Terms  and  Conditions   of
     Transporter's Tariff.

14.2 Any  person or entity that succeeds 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.

                 ARTICLE XV - MISCELLANEOUS

15.1 Except for changes specifically authorized pursuant to  this
     Agreement,  no modification of or supplement  to  the  terms
     conditions hereof shall be or become effective until Shipper has


                                        SERVICE PACKAGE NO. 19394
                                                AMENDMENT NO. 0

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

     submitted  a  request for change through  TENN-SPEED  2  and
     Shipper   has   been  notified  through  TENN-SPEED   2   of
     Transporter's agreement to such change.

15.2 No  waiver by any Party of any one or more defaults  by  the
     other  in the performance of any provision of this Agreement
     shall  operate  or be construed as a waiver  of  any  future
     default  or  defaults, whether of a like or of  a  different
     character.

15.3 The  interpretation and performance of this agreement  shall
     be  in  accordance with and controlled by the  laws  of  the
     State  of  Texas, without regard to Choice of  Law  doctrine
     that refers to the laws of another jurisdiction.

15.4 Exhibit   A  attached  hereto  is  incorporated  herein   by
     reference  and  made  a  part  of  this  Agreement  for  all
     purposes.

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

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

MIDWESTERN GAS TRANSMISSION 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: November 1, 1997
     
<TABLE>
<CAPTION>

                          GAS TRANSPORTATION AGREEMENT
                       (For Use Under FT-A Rate Schedule)
                                        
                                   EXHIBIT "A"
                  AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
                             DATED November 1, 1997
                                     BETWEEN
                       MIDWESTERN GAS TRANSMISSION COMPANY
                                       AND
                             NORTH SHORE GAS COMPANY
                                        

NORTH SHORE GAS COMPANY
EFFECTIVE DATE OF AMENDMENT:  November 1, 1997
RATE SCHEDULE:  FT-A
SERVICE PACKAGE:  19394
SERVICE PACKAGE TQ:  9,711 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
                                                                                               
017024 MGT PURCHASE (Bi 2-                              SUMNER        TN     01   R          9,711      9,711
       7086, Dual
                                                                                               
                                                                          Total              9,711      9,711
                                                                          Receipt
                                                                          TQ:
                                                                                               
                                                                                               
027062 PEOPLES-UNION HILL      PEOPLES GAS LIGHT &       WILL         IL     01   D          9,711      9,711
       SALES                   COKE CO



NUMBER OF RECEIPT POINTS AFFECTED:  1
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>