Exhibit 3(a)



             THE PEOPLES GAS LIGHT AND COKE COMPANY

                ACTION OF THE BOARD OF DIRECTORS
              BY WRITTEN CONSENT IN LIEU OF MEETING

          The Board of Directors of the Company has taken the
following action by unanimous written consent:

                   RESOLVED, That the By-Laws of the
          Company be, and they hereby are, amended by
          replacing Section 3.1 of Article III of the
          By-Laws in its entirety with the following:

                           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, five (5) in number.  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.

                   RESOLVED FURTHER, That the
          Secretary of the Company be, and he hereby
          is, directed to initial a copy of the
          amended By-Laws presented at this meeting
          and place it with the important papers of
          this meeting.

          IN WITNESS WHEREOF, the Board of Directors of THE
PEOPLES GAS LIGHT AND COKE COMPANY has executed this Written
Consent as of April 15, 1999.