EXHIBIT 3(a)

                          CERTIFIED COPY OF RESOLUTIONS

          I, F. J. RUDOW, Assistant Secretary of NORTH SHORE GAS 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 7, 1994, 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have not been amended, rescinded or revoked and the same remain in full force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 December 7, 1994, the By-Laws of the
      Company be, and they hereby are, amended by replacing
      Article V of the By-Laws in its entirety with the following:

                                    ARTICLE V

                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

                  SECTION 5.1.  INDEMNIFICATION OF DIRECTORS,
      OFFICERS AND EMPLOYEES. The Company shall indemnify,
      to the fullest extent permitted under the laws of the State
      of Illinois and any other applicable laws, as they now exist
      or as they may be amended in the future, any person who
      was or is a party, or is threatened to be made a party, to
      any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or
      investigative (including, without limitation, an action by or
      in the right of the Company), by reason of the fact that
      he or she is or was a director, officer or employee of the
      Company, or is or was serving at the request of the
      Company as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust,
      employee benefit plan or other enterprise against
      expenses (including attorneys' fees), judgments, fines and
      amounts paid in settlement actually and reasonably
      incurred by such person in connection with such action,
      suit or proceeding.

                  SECTION 5.2.  ADVANCEMENT OF EXPENSES TO
      DIRECTORS, OFFICERS AND EMPLOYEES.  Expenses incurred by
      such a director, officer or employee in defending a civil or
      criminal action, suit or proceeding shall be paid by the




      Company in advance of the final disposition of such
      action, suit or proceeding to the fullest extent permitted
      under the laws of the State of Illinois and any other
      applicable laws, as they now exist or as they may be
      amended in the future.

                  SECTION 5.3.  INDEMNIFICATION AND
       ADVANCEMENT OF EXPENSES TO AGENTS. The board of
      directors may, by resolution, extend the provisions of this
      Article V regarding indemnification and the advancement
      of expenses to any person who was or is a party or is
      threatened to be made a party to any threatened, pending
      or completed action, suit or proceeding by reason of the
      fact he or she is or was an agent of the Company or is or
      was serving at the request of the Company as a director,
      officer, employee or agent of another corporation,
      partnership, joint venture, trust, employee benefit plan or
      other enterprise.

                  SECTION 5.4.  RIGHTS NOT EXCLUSIVE.  The
      rights provided by or granted under this Article V are not
      exclusive of any other rights to which those seeking
      indemnification or advancement of expenses may be entitled.

                  SECTION 5.5.  CONTINUING RIGHTS.  The
      indemnification and advancement of expenses provided
      by or granted under this Article V shall continue as to a
      person who has ceased to be a director, officer, employee
      or agent and shall inure to the benefit of the heirs,
      executors and administrators of that person.

                  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 9th day of December, 1994.

                                               /s/  FRED J. RUDOW
                                               -------------------------
                                                  Assistant Secretary