EXHIBIT 3(a)


                          CERTIFIED COPY OF RESOLUTIONS

          I, E. P. CASSIDY, Secretary of THE PEOPLES GAS LIGHT AND COKE COMPANY
(herein called the "Company"), DO HEREBY CERTIFY that the following is a true
and correct copy of certain resolutions unanimously adopted by written consent
of the Board of Directors of said Company on December 13, 1991, and said
resolutions have not been amended, rescinded or revoked and the same remain in
full force and effect:

               RESOLVED, That, effective as of the close of business
          on February 1, 1992, Section 3.1 of Article III of the By-
          Laws of the Company be, and it hereby is, amended by
          deleting said Section in its entirety and substituting the
          following in lieu thereof:

                                   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, 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.

          and

               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.

               RESOLVED, That, effective as of the close of business
          on February 1, 1992, the By-Laws of the Company be, and
          hereby are, amended by deleting in their entirety Section
          3.3, Section 3.5 and Section 3.6 of



          Article III, and Section 4.1 of Article IV and substituting the
          following in lieu thereof:

                                   ARTICLE III
                            DIRECTORS AND COMMITTEES

               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 3.5.  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.

                                   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.

               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, I have hereunto set my hand and affixed the seal
of the Company this 7th day of December, 1994.

                                        /S/ E. P. CASSIDY
                                        --------------------
                                             Secretary