August 18, 1994



Chemical Bank
270 Park Avenue
New York, New York  10017
Attention:  Mr. Robert Gillham

The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, MO  63166-0236
Attention:  Mr. Thomas Guyton

Mercantile Bank of St. Louis National Association
Eighth & Locust, 12th Floor
P.O. Box 524
St. Louis, MO  63101
Attention:  Mr. Edward Cheney

Ladies and Gentlemen:

    Re:  Amendment and Further Extension of line of credit 
         agreement Dated October 18, 1993, as amended and 
         extended by letter of Amendment and Extension dated 
         April 18, 1994, among Laclede Gas Company ("Laclede"), 
         Chemical Bank ("Chemical"), The Boatmen's National 
         Bank of St. Louis ("Boatmen's") and Mercantile Bank of
         St. Louis National Association ("Mercantile") (said 
         banks being hereinafter collectively called the 
         "Banks" and said line of credit agreement, as thus 
         amended and extended, being hereinafter called the
         "Line of Credit Agreement").

    This amendatory agreement will confirm our agreement to 
further amend and extend the above-referenced Line of Credit
Agreement from August 18, 1994 to October 18, 1994 on the same 
terms and conditions set forth in the original Line of Credit 
Agreement, subject only to the modifications expressly set forth 
in numbered Paragraphs 1 through 6 below, each of which 
Paragraphs shall be effective on August 18, 1994.

          1.     New Maximum Amounts of Advances.  The combined 
     aggregate principal amount of Advances at any time out-
     standing from any  Bank under the Line of Credit Agreement 
     shall not, on or after August 18, 1994, exceed the amount  
     set forth opposite the name of such Bank below (such Bank's 
     "Maximum Amount"), and shall be in a combined aggregate 
     principal amount at any time outstanding which shall not 
     exceed $40 million:




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Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
August 18, 1994
2


           Name of Bank                   Maximum Amount

           Chemical                       $20 million
           Boatmen's                       10 million
           Mercantile                      10 million

                2.     New Termination Date.  The phrase "Termination 
           Date" as defined in the Line of Credit Agreement is hereby        
           amended from August 18, 1994 to October 18, 1994.  According-
           ly, all references in the Line of Credit Agreement to the         
           Termination Date shall hereafter refer to October 18, 1994.

                3.     Interest on LIBO Rate Advances.  The interest 
           rate, in the case of each LIBO Rate Advance made on or
           after August 18, 1994 shall be determined by the LIBO Rate 
           applicable to the Interest Period in effect for such 
           advance plus 1/4% per annum.

                4.     Facility Fee.  The Facility Fee for the period
           August 18, 1994 to October 18, 1994 shall be .08% per annum 
           on the Maximum Amount of such Bank, whether used or unused.

                5.     New Form of Note.  Each executed Note in the form
            of Exhibit A to the Line of Credit Agreement, as previously      
            amended, as to which no sums are then due and payable
            thereunder shall be returned to Laclede immediately for          
            cancellation, upon the holder Bank's receipt of an executed
            Note to that Bank in the form attached as Exhibit A to this      
            amendatory agreement.
   
                6.     Absence of Material Adverse Change.  The making
            of Advances under the Line of Credit Agreement as amended
            by this letter agreement is also subject to the absence of
            any material adverse change since March 31,1994, in the          
            financial condition of Laclede.

                7.     Ratification of Remainder of Line of Credit           
           Agreement.  Subject only to the amendments expressly set
           forth in numbered Paragraphs 1 through 6 above, the Line of       
           Credit Agreement is hereby ratified, confirmed and approved 
           in all respects.











                                
                                    98

Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
August 18, 1994
3

           Please indicate your acceptance of the terms of this
      amendatory agreement by signing in the appropriate space below
      and returning to Laclede Gas Company the enclosed duplicate of
      the original of this letter.  This letter may be executed in
      counterparts, each of which shall be an original, and all of
      which when taken together, shall constitute one agreement which 
      shall extend and amend the Line of Credit Agreement as
      hereinbefore provided.

                                    Very truly yours,

                                    LACLEDE GAS COMPANY

                                     By:    Vernon O. Steinberg
                                    Name:  Vernon O. Steinberg
                                    Title: Vice President-Treasurer
                                             and Assistant Secretary 



Accepted and Agreed to as of
the date first written above.

CHEMICAL BANK


By:    Beth Herman
Name:  Beth Herman
Title: Vice President
 
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS


By:     Thomas C. Guyton
Name:   Thomas C. Guyton
Title:  Vice President


MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION


By:    Edward A. Cheney     
Name:  Edward A. Cheney   
Title: Vice President          








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