SCHEDULE 14A
(Rule(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to SectionPROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
Exchange Act ofOF THE SECURITIES
EXCHANGE ACT OF 1934 (Amendment No.(AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
by
/X// / Definitive Proxy StatementAdditional Materials by Rule 14a-6(e)(2))
/ / Definitive Additional Materials

/ / Soliciting MaterialsMaterial Pursuant to
Rule 14a-11(c) or Rule 14a-12

Laclede Gas Company

----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

----------------------------------------------------------------------------(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

/X/ No Fee requiredfee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------------TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------------AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTIONS APPLIES:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act RulePER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined)(SET FORTH THE AMOUNT ON WHICH THE FILING
FEE IS CALCULATED AND STATE HOW IT WAS DETERMINED):

----------------------------------------------------------------------------- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------------PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:

- --------------------------------------------------------------------------------

(5) Total fee paid:

----------------------------------------------------------------------------TOTAL FEE PAID:

- --------------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

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2
LACLEDE GAS COMPANY

[LOGO]
Laclede Gas Company

720 OLIVE STREET
ST. LOUIS, MISSOURI 63101

--------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

------------------------

The Annual Meeting of Stockholders of Laclede Gas Company will be held at
Marriott'sTIME 10:00 a.m. on Thursday, January 27, 2000

PLACE Marriott Pavilion Hotel
One Broadway
St. Louis, Missouri

beginning at 10:00
a.m., Central Standard Time, on Thursday, January 23, 1997,ITEMS OF BUSINESS 1. TO ELECT THREE MEMBERS OF THE BOARD OF DIRECTORS for
three year terms.

2. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE, LLP
as our independent auditors for the following
purposes:

1. To elect three Directors, each to serve for a term of three years and
until the respective successor shall be duly elected and qualified (see
Proposal 1 on page 3).

2. To ratify the appointment by the Board of Directors of Deloitte & Touche
LLP as the firm of independent public accountants to audit the accounts
of the Company for the2000 fiscal year ending September 30, 1997 (see
Proposal 2 on page 18).year.

3. To transact such other businessTO TRANSACT SUCH OTHER BUSINESS as may properly come
before saidthe meeting orand any adjournment or
adjournments thereof.

By order of the Board of Directors,

DONALD L. GODINER,
Secretary.

St. Louis, Missouri
December 20, 1996

I M P O R T A N T

We hope you will attend the Annual Meeting. Ifpostponement.

RECORD DATE You can vote if you are unablea stockholder of record on
December 10, 1999.

ANNUAL REPORT Our 1999 annual report was mailed separately to
stockholders of record.

PROXY VOTING It is important that your shares be present,
please sign, daterepresented and
returnvoted at the meeting. PLEASE MARK, SIGN, DATE AND
PROMPTLY RETURN the enclosed proxy as soon as possible. A return
envelope, which does not require postage if mailedcard in the
United States, is
enclosed for your convenience.

Stockholders representing a majority of Common Stock issued and outstanding
mustpostage-paid envelope. Any proxy may be present or represented by proxy in order to constitute a quorum. To
ensurerevoked at any
time before its exercise at the presence of a quorum at this meeting, an early return of your proxy
is solicited by the Board of Directors.meeting.

December 16, 1999 Mary Caola Kullman
Secretary

3
L A C L E D E G A S C O M P A N YLaclede Gas Company

720 OLIVE STREET
ST. LOUIS, MISSOURIMO 63101

--------------------------

P R O X Y S T A T E M E N TPROXY STATEMENT

This proxy statement is furnishedand accompanying proxy card are being
issued in connection with athe solicitation of proxies by the Board of Directors
of Laclede Gas Company (hereinafter called the Company)of proxies to be usedvoted at the Annual Meetingour annual meeting
of Stockholders of the Companystockholders to be held on January 23, 1997, for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders.27, 2000 and at any
adjournment or postponement. The Company's Annual Reportannual report for 1996, including
financial statements,1999
has been mailed to stockholders. The Company's proxy
statement and form of proxy are being released to stockholders beginning on approximatelyor about December 20, 1996. Execution16,
1999.

ANNUAL MEETING ADMISSION

If you are a stockholder of record, you may attend the enclosed proxy givenannual
meeting by checking in response to this solicitation will not affectwith Company representatives at the desk
outside the meeting room. If your shares are held in the name of a
stockholder's rightbank, broker or other holder of record and you plan to attend the
meeting, you must show proof of ownership of Laclede Gas Company
common stock at the desk.

WHO CAN VOTE

Holders of record of Laclede Gas Company common stock at the
close of business on December 10, 1999 are entitled to receive this
notice and to vote in person. Presence at the meetingmeeting. As of a stockholder who
has signed athat date, there were
18,877,987 common shares outstanding. You are entitled to one vote
for each share owned of record on that date, except in the election
of directors where cumulative voting applies.

PROXIES

Your vote is important. Please use the postage-paid envelope
provided to vote and return your proxy does not in itself revoke a proxy. Any stockholder giving a
proxyby mail. You may revoke ityour
proxy at any time before it is exercised by giving(1) written notice thereof to
the Secretary of the Company, (2) timely delivery of a valid,
later-dated proxy or (3) voting by ballot at the meeting.

If you participate in writing or in open meeting. Unless so revoked,the Laclede Gas Company Dividend
Reinvestment and Stock Purchase Plan, your proxy card will include
the shares represented therebyregistered in your own name as well as those shares held
for you in the Dividend Reinvestment and Stock Purchase Plan. If you
do not give voting instructions for shares owned by you through the
Plan, your shares will not be votedvoted.

To vote, simply mark your proxy, date and sign it, and return it
in accordance with the specifications thereon.

The Company has authorized 50 million shares of $1.00 Par Value Common Stock
and on October 31, 1996, there were outstanding 17,557,540 shares. Only holders
of Common Stock at the close of business on December 11, 1996, are entitled to
notice of, andpostage-paid envelope provided.

VOTING AT THE ANNUAL MEETING

Voting now will in no way limit your right to vote at the meeting. Generally, each share of Common Stock
represents one vote; butannual
meeting if you later decide to attend in person. If your shares are
held in the electionname of Directors, stockholdersa bank, broker or other holder of record, you
must obtain a proxy, executed in your favor, from the holder of
record to be able to vote at the annual meeting.

All shares that have cumulativebeen properly voted and not revoked will be
voted at the annual meeting in accordance with your instructions. If
you sign your proxy card but do not give voting rights.instructions, the
shares represented by that proxy will be voted by those named in the
proxy card as recommended by the Board of Directors.

VOTING OF OTHER MATTERS

If cumulative voting rightsany other matters are exercised by any
stockholder, he or she shallproperly presented at the annual
meeting for consideration, the persons named in the enclosed proxy
card will have the rightdiscretion to cast as many votes invote on those matters for you. As
of the aggregate as shall equal the numberdate this proxy statement went to press, we do not know of
Common Stock shares so held by him or her
in the Company, multiplied by the number of Directorsany other matter to be elected. Each
stockholder may castraised at the whole number of votes, eitherannual meeting.

HOW VOTES ARE COUNTED

The presence in person or by proxy of the holders of a majority
of the votes entitled to be cast by the stockholders entitled to
vote at the annual meeting is necessary to constitute a quorum.
Abstentions, votes indicating "withhold" and broker "non-votes" are
counted as present and entitled to vote for purposes of determining
a quorum at the meeting. A broker "non-vote" may occur when a
nominee holding shares for a beneficial owner may not have received
instructions from the beneficial owner and may not have discretionary
voting power on certain matters, but may have voted with respect to
other matters pursuant to discretionary authority or beneficial
owner instructions.

If you indicate "abstain" or "withhold" for a matter on your
proxy card, your shares will be deemed present for that matter. If
you do not give voting instructions as to one or more matters but we
have indicated in this proxy statement how the persons named in the
proxy card will vote on the matter, you will be deemed to have given
voting instructions and the shares will be counted as present for
the matter and voted as recommended by the board in this proxy
statement. UMB, our transfer agent, will tabulate the votes.

STOCKHOLDER ACCOUNT MAINTENANCE

Our transfer agent is UMB. All communications about the accounts
of stockholders of record, including address changes, name changes,
inquiries as to requirements to transfer shares and similar issues
may be handled by calling UMB at 1-800-884-4225.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires
our directors and executive officers to file reports of holdings and
transactions in Laclede Gas Company shares with the SEC and the New
York and Chicago Stock Exchanges. Mr. Jaudes, director of the
Company, filed late one Form 4 reporting one transaction in Company
stock. Based on our records and other information, we believe that
in all other respects during fiscal year 1999 our directors and
executive officers met all applicable SEC reporting requirements.

PROPOSAL 1
ELECTION OF DIRECTORS

The board of directors is divided into three classes, currently
consisting of two classes of three directors each and one class of
four directors whose terms expire at successive annual meetings.
Three directors will be elected at the annual meeting to serve for a
three-year term expiring at our annual meeting in the year 2003.

The persons named on the enclosed proxy card intend to vote the
proxy for the election of each of the three nominees, unless you
indicate on the proxy card that your vote should be withheld from
any or all of such nominees. Each nominee elected as a director will
continue to serve until his or her successor has been elected, or
until his or her death, resignation or retirement. Effective June 1,
1999, the board of directors elected Mr. W. Stephen Maritz to fill
the vacant position on the board, which vacancy resulted from the
resignation of Mr. Richard E. Beumer, Vice Chairman of Jacobs
Engineering Group, Inc. The board meeting schedule for Jacobs
directly coincided and conflicted with the Company's board meeting
schedule. The board appointed Mr. Maritz to replace Mr. Beumer and
complete the remainder of Mr. Beumer's term.

CUMULATIVE VOTING

You have the right to vote cumulatively for the election of
directors. This means that you may multiply the number of shares you
own by three--the number of directors to be elected--and then cast
the resulting total number of votes for one nominee or distribute them among two or
more nominees. To exercise cumulative voting rights, please indicate
appropriate instructions on the face of the proxy. Unless directions on cumulative voting are specified in the proxy the persons named in the form of proxy reserve the right to vote each proxy
cumulatively and for the election of less than all the nominees, but they do not
presently intend to do so unless candidates other than those named herein for
Directors are duly proposed at the meeting other than by management of the
Company.

Stockholders representing a majority of the Common Stock issued and
outstanding must be present or represented by proxy to constitute a quorum. With
regard to the election of Directors, since three Directors are to be elected,
thecard.

VOTE REQUIRED

The three nominees receiving the greatest number of affirmative
votes will be deemed elected; therefore, shares represented by proxies which are marked
``WITHHOLD AUTHORITY''elected. Thus, broker non-votes and votes to
"withhold" will have no effect. If a stockholder excepts from the
proxyyou except one or more Director

4(but not
all) nominees on your proxy card, all votes represented by theyour
shares held by such stockholder shall,
unless otherwise specifically stated,will be allocated as evenly as possible for and among the
remaining nominees.

With regard to Proposal 2, or any other matters
properly brought before this meeting, approval requiresNOMINEES

The board of directors has proposed the affirmative vote of
a majority of the shares entitled to vote and represented in person or by proxy
at this meeting (unless a greater affirmative vote is required by the Company's
Articles of Incorporation or by state law). Shares represented by proxies which
are marked ``ABSTAIN'' or which deny discretionary authority on any other
matters will be countedfollowing nominees for
election as shares present for purposes of determining quorum;
such shares will also be treated as shares present and entitled to vote on
Proposal 2 and any such other matters, which will have the same effect as a vote
against Proposal 2 and any such other matters. Proxies relating to ``street
name'' shares which are not voted by brokers on one or more, but less than all,
matters will be considered present at the Annual Meeting for purposes of
determining quorum, but will not be treated as shares represented at the meeting
as to such matter(s) not voted on, and therefore will not have the effect of
either an affirmative or negative vote, except where the vote of the holders of
a majority of outstanding Common Stock is required.

When a stockholder participates in the Company's Dividend Reinvestment and
Stock Purchase Plan, the proxy to vote shares registered in the stockholder's
own name will include those shares held for the stockholder in the Dividend
Reinvestment and Stock Purchase Plan. If the stockholder does not send any proxy
to vote the shares registered in his or her own name, the shares held for the
stockholder in the Dividend Reinvestment and Stock Purchase Plan will, unless
such stockholder attends the meeting and votes in person, not be voted or
counted for the purpose of determining a quorum.

STOCKHOLDERS' PROPOSALS

Stockholders' proposals to be considered for inclusion in the Company's
proxy statement must be submitted on a timely basis. Proposals for the 1998
Annual Stockholders' Meeting must be received by the Company no later than
August 29, 1997. Any such proposals, as well as any questions related thereto,
should be directed to the Secretary of the Company.

PROPOSAL 1. ELECTION OF DIRECTORS

It is the intention of the persons named in the enclosed form of proxy to
vote such proxy FOR the election of the three nominees listed below for
Directors fordirectors with terms expiring in 2000. If any nominee becomes unavailable for any
reason before2003 at the meeting (which is not anticipated), the proxies will be voted
for a person to be selected by the Board of Directors of the Company.

INFORMATION ABOUT NOMINEES AND DIRECTORS

The following information with respect to principal occupation or employment
for the past five years, name and principal business of the corporation or other
organization in which such occupation

5
or employment is carried on, and in regard to other affiliations, and to
beneficial ownership of securities at September 30, 1996, has been furnished to
the Company by the respective nominees and Directors continuing in office.
Messrs.annual
meeting: Andrew B. Craig, III, C. Ray Holman and William E. Nasser,Nasser.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
THESE NOMINEES FOR ELECTION AS DIRECTORS.

We expect each nominee for election as a director to be able to
serve if elected. If any nominee is not able to serve, proxies will
be voted in favor of the Directorsremainder of those nominated and may be
voted for substitute nominees, unless the board chooses to reduce
the number of directors serving on the board.

DIRECTORS' BIOGRAPHICAL INFORMATION

The principal occupation and certain other information about the
nominees and other directors whose terms will expire on January 23, 1997, will stand for
reelection.of office continue after
the annual meeting are set forth below.

NOMINEES FOR NEW TERM (TO EXPIRE AT ANNUAL MEETING, 2000):EXPIRING IN 2003:

ANDREW B. CRAIG, III, 65, is68, retired on April 30, 1998 as Chairman
of the Board andof NationsBank Corporation. He had served in that
position since January 1, 1997. Previously, he had been Chairman of
the Board, Chief Executive Officer and President of Boatmen's
Bancshares, Inc. He has been; Chairman sincefrom 1989 to 1997, Chief Executive
Officer sincefrom 1988 to 1997 and was President from 1985 to 1994. He was Chairman of the
Board of The Boatmen's National Bank of St. Louis from 1985 until January 1992.
In
addition to being a Director of Boatmen's Bancshares, Inc., he is a Directordirector of Petrolite Corporation and Anheuser-Busch Companies, Inc.Grupo Modelo S.A. de C.V.

Year first elected a Director:director: 1994

C. RAY HOLMAN, 54,57, is Chairman of the Board and Chief Executive
Officer of Mallinckrodt Inc. (formerly Mallinckrodt Group, Inc.)., a global medical products company. He
has been Chairman since October 1994, Chief Executive Officer since
December 1992 and was President from December 1992 to December 1995.
He served both as Corporate Vice
President of Mallinckrodt Inc. from 1990 and President and Chief Executive
Officer of Mallinckrodt Medical, Inc., a subsidiary of Mallinckrodt Inc., from
1989 to December 1992. In addition to being a Directordirector of Mallinckrodt Inc., Mr. Holman is
a Directordirector of Boatmen's Bancshares, Inc.BankAmerica Corp.

Year first elected a Director:director: 1994

WILLIAM E. NASSER, 57,60, is Chairman of the Board of Energy
BioSystems Corporation, a biotechnology company focusing on
biotechnology for the refining and oil production industries. He
retired in November 1995 as Chairman of the Board, Chief Executive Officer and
President of Petrolite Corporation.Corporation in November 1995. He had served
in that capacity since February 1992, and prior to February 1992 he had served as
President of Petrolite Corporation since June 1988. Mr. Nasser had been with
Petrolite Corporation since 1962, serving previously as Vice President and
General Manager of Petrolite's Polymers Division.1992. He is a Directordirector of Energy
BioSystems Corporation.

Year first elected a Director:director: 1994

YOUR BOARD OF DIRECTORS RECOMMENDS THAT THE FOREGOING NOMINEES
EACH BE ELECTED FOR A THREE-YEARWITH TERM EXPIRING IN 2000 AND UNTIL
THE RESPECTIVE SUCCESSOR SHALL BE DULY ELECTED AND QUALIFIED.

TERM EXPIRING AT ANNUAL MEETING, 1998:2001:

DR. HENRY GIVENS, JR., 63,66, has been Presidentpresident of Harris-Stowe
State College for the last 1720 years. He is a Directordirector of Mark Twain Bancshares,Mercantile
Bancorporation, Inc.

Year first elected a Director:director: 1992

MARY ANN KREY, 49,52, has been Chairman and Chief Executive Officer
of Krey Distributing Co., an Anheuser-Busch wholesaler, since
December 1986. She is a Directordirector of Commerce Bancshares, Inc., CPI
Corporation and CPI Corporation.Masco Corp.

Year first elected a Director:director: 1992

H. EDWIN TRUSHEIM, 69,72, retired on January 26, 1995 as Chairman
of the Board of General American Life Insurance Company, a mutually
owned company serving both
individualsproviding individual and groups withgroup life and health
insurance as well as pension plans and pension administrative
services. Previously he was Chairman of the Board and Chief Executive Officer of General American Life Insurance Company from
January 1986 to May 15, 1992 at which time he relinquished the title of Chief
Executive Officer, but remained as Chairman of the Board
until January 26, 1995. He is a Directordirector of Angelica Corporation, Venture Stores, Inc.,
RehabCare Corporation and Reinsurance Group of America.

Year first elected a Director:director: 1986

DOUGLAS H. YAEGER, 50, has been the Company's Chairman of the
Board since January 28, 1999, Chief Executive Officer since January
1, 1999 and President since December 1, 1997. He served as the
Company's Executive Vice President--Operations and Marketing from
September 1, 1995 through November 30, 1997 and Senior Vice
President--Operations, Gas Supply and Technical Services from
January 27, 1994 to August 31, 1995.

Year first elected a director: 1997

DIRECTORS WITH TERM EXPIRING AT ANNUAL MEETING, 1999:

RICHARD E. BEUMER, 58, has beenIN 2002:

ROBERT C. JAUDES, 65, retired as the Company's Chief Executive
Officer on January 1, 1999 and as Chairman of the Board on January
28, 1999. From January 27, 1994 to December 1, 1997 he served as
Chairman of the Board, Chief Executive Officer and President of the
Company. On December 1, 1997, Mr. Jaudes relinquished the title of
President but continued to serve as the Company's Chairman of the
Board and Chief Executive Officer until his retirement. Mr. Jaudes
was an employee of Sverdrup Corporation since January 1, 1996. Sverdrup Corporation
provides complete capabilities for the development, design, construction and
operation of capital facilities and technical systems. From July 1, 1994Laclede Gas Company from 1955 to December 31, 1995, he was President and Chief Executive Officer of Sverdrup
Corporation. Prior to that he served as President of Sverdrup Corporation from
January 1, 1993 to June 30, 1994. Previously, he served as an Executive Vice
President of Sverdrup Corporation from January 1, 1991 to December 31, 1992. He
is a Director of Roosevelt Financial Group, Inc.1999.

Year first elected a Director: 1996

ROBERT C. JAUDES, 62,director: 1983

W. STEPHEN MARITZ, 41, has been Vice Chairman of the Board,Maritz Inc.
since July 1994, President since April 1, 1997 and Chief Executive
Officer since January 27, 1994November 1998. Maritz Inc. provides performance
improvement, marketing research and priortravel services on a global
basis. From April 1, 1997 to that served as President
andNovember 1998, he was Chief ExecutiveOperating
Officer of Laclede Gas Company since August 1, 1991. From
October 1, 1990,Maritz Inc. and from May 1995 to August 1, 1991,April 1997 he served aswas Senior
Corporate Vice President. Mr. Jaudes has been
with Laclede Gas Company since 1955. He is a Director of The Boatmen's National
Bank of St. Louis.

Year first electedappointed a Director: 1983director: 1999

ROBERT P. STUPP, 66,69, is and since December 31, 1990 has been the
President and Chief Executive Officer of Stupp Bros., Inc., established on December 31, 1990, which has four Stupp
Bros. Inc. has: (1) three operating divisions: Stupp Bros. Bridge &Company
of Bowling Green, Kentucky, fabricator of highway and railroad
girder bridges; Stupp Corporation of Baton Rouge, Louisiana,
producer of custom-made Electrical Resistance Welded pipe for oil
and gas transmission; and Fulton Iron Co.Works International of St.
Louis, Missouri, engineers and manufacturers of machinery; and (2)
three subsidiaries: Hammerts Iron Works, Inc. of St. Louis,
Missouri, fabricator of ironstructural steel; Bayou Coating L.L.C. of
Houston, Texas, provider of applicators for steel line pipe; and
steel;Lemay Bank and Trust Company of St. Louis, Missouri, a Missouri bank
and member of the FDIC and Federal Reserve systems. Mr. Stupp
Corporationcurrently serves, and has served since 1960, as a senior executive
officer of Baton Rouge, Louisiana,one or more of those entities. He is a director of Stupp
Bros. Inc.

Year first elected a director: 1990

[FN]
- --------

``Control Person''-------
"Control Person"--defined as one who, other than solely as a
Directordirector of Laclede Gas Company, possesses the power to direct
the management and policies of Laclede Gas Company.

7
steel pipe manufacturer; Stupp Metals of St. Louis, Missouri, a steel service
center; and Fulton Iron Works International of St. Louis, Missouri, engineers
and manufacturers of machinery. Mr. Stupp currently serves in senior executive
positions in these operating divisions. He has served as a senior executive
officer of one or more of those entities since 1960. He is a Director of Stupp
Bros., Inc.

Year first elected a Director: 1990
BOARD AND BOARD COMMITTEE MEETINGS

The standing committees of the Board of Directorsboard for the fiscal year ended
September 30, 1996,1999 included the Audit Committee,audit committee, compensation
committee and nominating committee. During the Compensation Committee and
the Nominating Committee.

The Audit Committee, comprised of five members, now consisting of: Messrs.
Beumer, Craig, Givens, Holman and Trusheim, Chairman, met four times during the
19961999 fiscal year. It is the dutyyear
there were 14 meetings of the Committee to recommendboard of directors. All directors
attended 75% or more of the aggregate number of meetings of the
board and applicable committee meetings.

THE AUDIT COMMITTEE

The audit committee recommends to the Boardboard independent auditors
to perform audit and non-audit services, reviewreviews the scope and
results of such services, reviewreviews with management and the
independent auditors any recommendations of the auditors regarding
changes and improvements in the Company's accounting procedures and
controls and management's response thereto, and reportreports to the Boardboard
after each Audit Committeeaudit committee meeting. The Compensation Committee, comprised of fourcommittee members now consisting of:
Ms. Kreyare Andrew
B. Craig, III, Henry Givens, Jr., C. Ray Holman (chairman) and Messrs. Nasser, StuppH. Edwin
Trusheim. The committee met three times in fiscal year 1999.

THE COMPENSATION COMMITTEE

The compensation committee reviews and Trusheim, Chairman, met two times during
the 1996 fiscal year. It is the duty of the Committee to review and recommendrecommends to the Boardboard
the salaries and all other forms of compensation of the Company's
Officers.officers. The Nominating Committee, comprised of fivecommittee members now consisting of: Ms.
Kreyare C. Ray Holman, Robert C. Jaudes,
William E. Nasser, Robert P. Stupp and Messrs.H. Edwin Trusheim (chairman).
The committee met once in fiscal year 1999.

THE NOMINATING COMMITTEE

The nominating committee recommends to the board new director
nominees. The committee members are C. Ray Holman, Robert C. Jaudes,
William E. Nasser, Robert P. Stupp, H. Edwin Trusheim and Jaudes, Chairman,Douglas H.
Yaeger (chairman). The committee met once during
the 1996 fiscal year. It is the duty of the Nominating Committee to recommend
new Director nominees to the Board of Directors. Stockholders may recommend
Director nominees to the Committee in writing, giving pertinent background
information, and such person will be given the same consideration as any other
person reviewed as a possible nominee.

During the 1996 fiscal year there were 14 meetings of the Board of
Directors. All Directors attended 75% or more of the aggregate number of
meetings of the Board and applicable committee meetings.1999.

BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK

The following table sets forth as of September 30, 19961999 the
beneficial ownership of the Company's Common Stock by (i) Stupp
Bros., Inc., P. O. Box
6600, Lemay Station,120 South Central Ave., Ste. 1650, St. Louis, MO 63125,63105,
the only person or entity who as of September 30, 1996,1999 is known to
be the beneficial owner of 5% or more of the Company's Common Stock,
(ii) each of the Directors, (iii) each of the Company's current
Executive Officers listed in the Summary Compensation Table, and
(iv) all Directors and Executive OfficersExecutives as a group.

8
AMOUNT AND NATURE OF OWNERSHIP

SOLE VOTING SHARED VOTING
AND/OR AND/OR
NAME OF INVESTMENT INVESTMENT PERCENT
BENEFICIAL OWNER POWER POWER TOTAL OF CLASS
---------------- ----------- ------------- -------------- --------

R. E. Beumer........ 1,100 700 1,800 A. B. Craig, III....III............................. 2,800 -0- 2,800
H. Givens, Jr................................ 2,200 -0- 2,200
H. Givens, Jr....... 1,600C. R. Holman................................. 2,800 -0- 1,600
D. L. Godiner....... 1,037 -0- 1,037
C. R. Holman........ 2,200 -0- 2,2002,800
R. C. Jaudes........ 6,372 4,000 10,372Jaudes................................. 12,681 9,000 21,681
M. A. Krey.......... 2,600Krey................................... 3,200 -0- 2,6003,200
R. M. Lee........... 3,356W. S. Maritz................................. 800 -0- 3,356800
G. T. McNeive, Jr... 12Jr............................ 3,013 -0- 123,013
W. E. Nasser........ 2,200Nasser................................. 2,800 -0- 2,2002,800
K. J. Neises........ 214Neises................................. 494 -0- 214494
P. J. Palumbo................................ 1,468 -0- 1,468
R. L. Russell................................ 4,521 -0- 4,521
R. P. Stupp......... 2,632Stupp.................................. 5,232 1,155,000 -0- 2,632 1,160,232 6.15%
H. E. Trusheim...... 2,674Trusheim............................... 3,274 -0- 2,6743,274
D. H. Yaeger........ 1,824Yaeger................................. 3,055 -0- 1,8243,055
Stupp Bros., Inc.... Inc.............................. 1,155,000 -0- 1,155,000 6.6%6.12%
All Directors and Executive Officers
as a Group........ 42,457Group (21)............................ 65,874

- -----------------
Includes restricted, nonvested shares granted under the Restricted
Stock Plan for Non-Employee Directors, as described in more detail on
page 17.15.

Does not include the shares owned by Stupp Bros., Inc., which are set forth
separately in the table and of which shares Mr. Stupp is a beneficial owner
with shared voting and investment power.

owns these 1,155,000 shares. Mr. Stupp is a
Director and Executive Officer of Stupp Bros., Inc. and has a one-third
interest in a voting trust which controls 100% of the stock of Stupp
Bros., Inc.

This amount does not include the shares owned by Stupp Bros., Inc.

Less than one percent.

9
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Set forth below is certain information as to amounts paid,
earned or awarded by the Company for the fiscal year ended September
30, 1996,1999, and for the immediately preceding two fiscal years for
services in all capacities by the Chief Executive Officerchief executive officer and the
fivefour other most highly compensated Executive
Officers.executive officers.

SUMMARY

LONG TERM
COMPENSATION TABLE

ANNUAL COMPENSATION -------------------------PAYOUTS
--------------------------- ------------
NAME AND OTHER ANNUAL LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY COMPENSATION PAYOUTSCOMPENSATION
---------------------- ---- -------------- ---------------- ----------- ----------------

R. C. Jaudes 1996 $486,667 $129,640 $20,3801999 $135,000 $ 7,000 $ 34,840 $10,094
Retired Chairman of the 1998 $530,833 $16,500 $135,465 $30,339
Board and CEO 1997 $506,667 $15,500 $124,963 $21,877

D. H. Yaeger 1999 $335,000 $16,500 $ 60,970 $ 7,020
Chairman of the Board, 1995 $460,455 $129,310 $16,3721998 $280,000 $12,000 $ 42,240 $ 6,406
President and CEO 1994 $429,714 $121,480 $12,423

D. H. Yaeger 1996 $213,3331997 $225,000 $ 17,16825,025 $ 5,099
Executive Vice President-- 1995 $184,894 $ 7,440 $ 4,381
Operations and Marketing 1994 $175,179 -- $ 4,245

D. L. Godiner 1996 $171,500 $ 17,168 $10,995
Senior Vice President, General 1995 $162,333 $ 7,440 $ 9,252
Counsel and Secretary 1994 $159,089 -- $ 6,1625,320

K. J. Neises 1996 $169,0001999 $203,667 $ 6,300 $ 6,97028,140 $13,075
Senior Vice President--Gas Supply 1995 $151,269President--Energy 1998 $188,000 $ 4,650 $ 4,89620,460 $10,074
and Regulatory Affairs 1994 $144,286 -- $ 3,686

R. M. Lee 1996 $155,000 $ 6,300 $ 5,976
Senior Vice President-- 1995 $137,746 $ 4,650 $ 4,338 Administrative Services 1994 $131,464 --1997 $177,167 $ 3,5259,425 $ 8,605

G. T. McNeive, Jr. 1996 $146,0001999 $198,667 $ 9,45028,140 $ 4,1717,410
Senior Vice President-- 1995 $115,758 --President--Finance 1998 $180,333 $ 3,011
Finance22,110 $ 6,763
and Chief Financial Officer 1994 $106,980 --General Counsel 1997 $161,667 $ 2,86915,925 $ 5,446

R. L. Russell 1999 $146,667 $ 6,031
Senior Vice President--Operations 1998 $109,167 $ 4,090
and Marketing 1997 $ 92,333 $ 3,476

P. J. Palumbo 1999 $144,333 $ 6,833
Vice President--Industrial 1998 $139,000 $ 5,276
Relations 1997 $133,333 $ 5,039

- ------------------
Effective SeptemberOn January 1, 1995,1999, Mr. Jaudes retired as chief executive officer,
and Mr. Yaeger was promotedelected to Executive Vice
President--Operations and Marketing;that position. On January 28, 1999, Mr.
Neises was named Senior Vice
President--Gas Supply and Regulatory Affairs; Mr. Lee was named Senior Vice
President--Administrative Services;Jaudes retired as chairman of the board, and Mr. McNeiveYaeger was named Senior Vice
President--Finance and Chief Financial Officer.elected to
that position.

The amounts in this column reflect Dividend Equivalentsfees paid for attendance at board
of directors and board committee meetings.

The amounts in this column reflect dividend equivalents paid under
the Incentive Compensation Plan to the named Executive Officerexecutive officer during
the three most recent fiscal years together, in the case of Mr. Jaudes, with Mr.
Jaudes' Board of Directors and Board committee fees for those three

10 years. For a more detailed discussion of
the Incentive Compensation Plan, see the Long-Term Incentive Plan Table and discussion thereof on page 9.

For 19961999 this column includes (a) above-market interest on deferrals
under the Company's Deferred Income Plan described on page 1211
(Mr. Jaudes, $7,445;$2,916; Mr. Yaeger, $-0-; Mr. Godiner, $3,180;Neises, $2,909; Mr. Neises, $623;McNeive,
$840; Mr. Lee,
$623;Russell, $-0- and Mr. McNeive, $124)Palumbo, $-0-); (b) above-market interest
on deferrals under the Company's Deferred Income Plan II described on
page 1311 (Mr. Jaudes, $8,227;$5,261; Mr. Yaeger, $369; Mr. Godiner, $3,107;$949; Mr. Neises, $1,580;$4,334;
Mr. Lee,
$582;McNeive, $752; Mr. Russell, $928, and Mr. McNeive, $-0-)Palumbo, $1,637);
(c) Company matching contributions under the Company's Salary Deferral
Savings Plan which was established under Section 401(k) of the Internal
Revenue Code (Mr. Jaudes, $4,580;$1,780; Mr. Yaeger, $4,586; Mr. Godiner, $4,569;$5,934; Mr. Neises,
$4,519;$5,695; Mr. Lee, $4,521;McNeive, $5,681; Mr. Russell, $4,966 and Mr. McNeive, $3,903)Palumbo,
$5,059); and (d) Company paid premiums for supplemental travel and
accident insurance for accidental death or dismemberment with benefits
of up to $250,000 (approximately $144$137 for each named Executive Officer)executive officer).

INCENTIVE COMPENSATION PLAN

The following table discloses certain information about the
Company's Incentive Compensation Plan, which is considered a type of
long-term incentive plan under the proxy disclosure rules of the
Securities and Exchange Commission.

LONG TERMLONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR

NUMBER PERIOD
NUMBER UNTIL
NAME OF UNITS MATURATION
---- -------- --------------

Douglas H. Yaeger............. 7,500Yaeger.................................... 13,500 5 years
Donald L. Godiner............. 7,500 2Kenneth J. Neises.................................... 4,000 4 years
Gerald T. McNeive, Jr......... 10,000 5Jr................................ 4,000 4 years

- ---------------
Prior to January 26, 1995, Dividend Equivalentsdividend equivalents (equal to the cash
dividend paid on each share of the Company's Common Stock) were paid on
each of the Share Unitsshare units to the recipient until his death, and thereafter
to a surviving spouse, if any, for life. Effective for awards of Share Unitsshare
units made on and after January 26, 1995, no post-retirement Dividend Equivalentsdividend
equivalents and no post-retirement Deferred Compensation Amountsdeferred compensation amounts shall
be paid to an awardee who retires before attaining the age of 65 (other
than by reason of death or disability or following a hostile change of
control) unless the awardee remains employed by the Company for at least
the following respective periods (based on the awardee's age at the date
of the award of the Share
Units)share units) subsequent to the date upon which the
Share Unitsshare units are awarded:

AGE AT
NUMBER OF YEARS OF SERVICE
DATE OFAGE AT REQUIRED FOLLOWING THE
DATE OF AWARD DATE OF SUCH AWARD
-------------------- --------------------------

61 and older..................older.............. 2
55-60.........................55-60..................... 4
54 and under..................under.............. 5

The amount of Dividend Equivalents paid to any named Executive
during the last fiscal year is disclosed in the ``Other Annual Compensation''"LTIP Payouts"
column in the Summary Compensation Table.

Each year, the Company credits or debits an amount (Deferred Compensation
Amount)(deferred
compensation amount) to each Share Unitshare unit outstanding at the end of a
fiscal year equal, subject to certain adjustments, to the per common
share net increase or decrease in Consolidated Retained Earningsconsolidated retained earnings for
that fiscal year. The aggregate of annual Deferred Compensation Amountsdeferred compensation
amounts are payable in ten equal annual installments to the
recipient or, if he is no longer living, his designated
beneficiaries or estate beginning on the fifth month following the
month in which the earlier of the following occurs: retirement,
death, disability or the recipient's election to terminate
employment with the Company following a hostile change in control
(as defined in the Plan)plan). No Deferred Compensation Amountsdeferred compensation amounts accrue on
Share Unitsshare units held by a recipient after the fiscal year in which his
employment has terminated due to retirement, disability, death or
the recipient's election to terminate following a hostile change in
control. Furthermore, if a participant's employment with the Company
ceases other than by reason of retirement, disability, death or
termination of employment following a hostile change in control,
then all Share Unitsshare units are forfeited and all future rights to Deferred
Compensation Amountsdeferred
compensation amounts and Dividend Equivalentsdividend equivalents on account of such Share Unitsshare
units lapse. Similarly, if a participant retires before age 65 (other
than by reason of death or disability or following a hostile change in
control), without providing the required additional years of service as
discussed in footnote 1 to the table above, then no post-retirement
benefits will be payable to such participant for such Share Units.share units.
During the fiscal year ended September 30, 1996, $.611999, $.20 was credited as a
Deferred Compensation Amountdeferred compensation amount on account of each Share Unit.share unit. Interest
accrues on the Deferred Compensation Amountsdeferred compensation amounts on Share Unitsshare units (for which
the required additional years of service have been provided) only after
the date of retirement, disability, death or election of recipient to
terminate employment following a hostile change in control.

PENSION PLAN

The table below shows estimated annual benefits payable at a
normal retirement date under the Employees' Retirement Plan of
Laclede Gas Company--Management Employees and the Laclede Gas
Company Supplemental Retirement Benefit Plan.

PENSION PLAN TABLE
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT

AVERAGE YEARS OF SERVICE
AVERAGE FINAL ----------------------------------------------------------------------------------------------------------------------------------------------------------
COMPENSATION 15 20 25 30 35 40 45
---------------- -- -- -- -- -- -- --

$125,000............$150,000............. $ 36,56744,161 $ 48,75658,881 $ 60,94573,601 $ 73,134 $ 85,323 $ 97,512 $ 110,637
150,000............ 44,442 59,256 74,070 88,884 103,698 118,512 134,262
200,000............ 60,192 80,256 100,320 120,384 140,448 160,512 181,512
250,000............ 75,942 101,256 126,570 151,884 177,198 202,512 228,762
300,000............ 91,692 122,256 152,820 183,384 213,948 244,512 276,012
350,000............ 107,442 143,256 179,070 214,884 250,698 286,512 323,262
400,000............ 123,192 164,256 205,320 246,384 287,448 328,512 370,512
450,000............ 138,942 185,256 231,570 277,884 324,198 370,512 417,762
500,000............ 154,692 206,256 257,820 309,384 360,948 412,512 465,012
550,000............ 170,442 227,256 284,070 340,884 397,698 454,512 512,262
600,000............ 186,192 248,256 310,320 372,384 434,448 496,512 559,51288,321 $103,042 $117,762 $133,512
200,000............. 59,911 79,881 99,851 119,821 139,792 159,762 180,762
250,000............. 75,661 100,881 126,101 151,321 176,542 201,762 228,012
300,000............. 91,411 121,881 152,351 182,821 213,292 243,762 275,262
350,000............. 107,161 142,881 178,601 214,321 250,042 285,762 322,512
400,000............. 122,911 163,881 204,851 245,821 286,792 327,762 369,762

- ------------------
``Average Final Compensation''"Average final compensation" is the higher of: (a) the annual
average of the highest 36 consecutive calendar months' compensation for
the participant's last 120 months of service; or (b) the annual average
of the highest three consecutive calendar years' compensation for the
participant's last ten calendar Years of Service. Compensation used for
pension formula purposes is the type of compensation included as
``Salary''"Salary" in the Summary Compensation Table.

Benefits shown in the table (the calculation of which, in some cases,
takes into account the portion of average final compensation in excess
of Social Security covered compensation, and, in other cases, is
calculated after the deduction of Social Security offset amounts) assume
retirement at age 65, the Years of Service shown, continued existence of
the current plans without substantial change and payment in the form of
a single life annuity. Years of Service as of September 30, 1999 for the
persons named in the Summary Compensation Table.Table are as follows: D. H.
Yaeger, 8 years; K. J. Neises, 15 years; G. T. McNeive, Jr., 13 years;
R. L. Russell, 43 years; and P. J. Palumbo, 8 years. Mr. Jaudes had 43
years of credited service when he retired.

Benefits shown in the table (the calculation of which, in some cases, takes
into account the portion of Average Final Compensation in excess of Social
Security covered compensation, and, in other cases, is calculated after the
deduction of Social Security offset amounts) assume retirement at age 65, the
Years of Service shown, continued existence of the current plans without
substantial change and payment in the form of a single life annuity. Years of
Service as of September 30, 1996 for the persons named in the Summary
Compensation Table are as follows: R. C. Jaudes, 41 years; D. H. Yaeger, 5
years; D. L. Godiner, 16 years; K. J. Neises, 12 years; R. M. Lee, 18 years; and
G. T. McNeive, Jr., 10 years.

OTHER PLANS

An Executive Salary Protection Program for Executive OfficersEXECUTIVE SALARY PROTECTION PLAN

This program provides that if a participating Executive Officerexecutive officer
dies while an active employee of the Company, his or her
beneficiaries will receive his or her annual salary for one year,
and one-half of his or her annual salary for the next nine years or
until the Executive Officerexecutive officer would have been 65 years old, whichever
period is longer. When an 11

13
Executive Officerexecutive officer dies after retiring from
the Company, his or her beneficiaries will receive an amount equal
to twice his or her annual salary if he or she dies prior to age 70,
or one times his or her annual salary if he or she dies after age 70.

The Company, as ofMANAGEMENT CONTINUITY PROTECTION PLAN

Under this plan, adopted January 25, 1990, adopted a Management Continuity
Protection Plan pursuant to which the Company has enteredenters
into Management
Continuity Protection Agreements (the ``Agreements'')management continuity protection agreements with all of its
Officers.officers. The Agreementsagreements provide that if the Officer'sofficer's employment
terminates for any reason (other than death, disability or for
actions involving moral turpitude) within 54 months, in the case of
Mr. Jaudes,Yaeger, or 42 months, in the case of all other Officers,officers, after a
change in control of the Company, the Officerofficer will receive a
non-discounted lump sum payment. The lump sum payment will be in an
amount equal to the Officer'sofficer's average annual compensation for the
five-year period preceding termination multiplied by 2.99, in the
case of Mr. Jaudes,Yaeger, or 2.00 for all other Officers.officers. If the Officerofficer
remains employed by the Company for more than six months after a
change in control, the above benefit shall be reduced, in the case
of Mr. Jaudes,Yaeger, by one forty-eighth, or, in the case of all other
Officers,officers, by one thirty-sixth for each month beyond such six-month
period. In no event, however, will the benefit be greater than the
product of the Officer'sofficer's average monthly compensation for the
five-year period preceding termination and the number of

months remaining from such termination until the date the Officerofficer will
reach the age of 65. The Agreementsagreements expire upon the earlier of (a)
the effective date of the Officer'sofficer's termination if prior to a change
in control; or (b) 54 months, in the case of Mr. Jaudes,Yaeger, or 42
months, in the case of all other Officers,officers, after a change in
control. Under the Agreements,agreements, a ``change"change in control''control" occurs when any
person becomes a beneficial owner, directly or indirectly, of the
Company's securities representing (a) more than 50 percent of the
voting power of the Company's outstanding securities or (b) at least
30 percent but nonot more than 50 percent of such securities and a
majority of the outside members of the Company's Boardboard of Directorsdirectors
decides that a change in control has occurred.

DEFERRED INCOME PLAN AND DEFERRED INCOME PLAN II

Previously, the Company established athe Deferred Income Plan
for: (i) non-employee Directors,directors, and (ii) employee Directors, Officersdirectors,
officers and certain other employees who are deemed by the
Compensation Committeecompensation committee of the Boardboard of Directorsdirectors to be key
executives who contribute materially to the prosperity of the
Company. The plan permitted deferral through April 30, 1990 for each
of four consecutive years of up to 100% of fees and retainers for
non-employee Directorsdirectors and up to 15% of salary (excluding incentive
compensation) for other participants. Such deferrals, along with
applicable income growth factors (at rates not to exceed the greater
ofof: (i) twelve percent per annum, and (ii) the annual corporate bond
rates specified in Moody's Investors Service plus four percent per
annum), form the basis for certain benefits payable to the
participant upon retirement; death or permanent and total disability
before retirement; or termination of a participant's status as a
Directordirector or employee before age 55. The amount of such benefit
depends on the type of triggering event, the amount deferred by a
participant, the ages at which deferrals are made and the
participant's age at the time of the triggering event. In the event
a participant, following a change in control of the Company,
terminates his or her status as a Directordirector or employee for good
reason, or is terminated by the Company without cause, such

14
participant is entitled to receive a lump sum benefit in the amount
equal to the greater of: (i) the present value of the account
balance under the Deferred Income Plan to which the participant
would be entitled if he or she had continued to make deferrals
during the remainder of the annual deferral period and if he or she
had terminated his or her status as a Directordirector or employee after
reaching normal retirement age (for this purpose, age 70 for all
Directors,directors, and age 65 for all other participants); or (ii) the
amount of the participant's account balance.

At the Boardboard of Directors'directors' meeting on September 23, 1993, the
Boardboard approved a separate Deferred Income Plan II. Deferred Income
Plan II provides that the Boardboard of Directorsdirectors may from time to time
determine to open up the Deferred Income Plan II to allow deferrals
during one or more succeeding annual periods and to allow new
participants in thethat Deferred Income Plan. Participants were allowed
to make deferrals during the 19961999 calendar year and will also be
allowed to make deferrals during the 19972000 calendar year. During each
deferral period a non-employee Directordirector participant may defer up to
100% of fees and retainers and an employee participant may defer up
to 15% of his or her annual salary (excluding incentive
compensation). In addition, under Deferred Income Plan II the
minimum applicable income growth factor for deferrals on and after
October 1, 1993 shall not exceed the greater of: (i) nine percent
per annum; and (ii) the annual corporate bond rates specified in
Moody's Investors Service plus three percent per annum. The
remainder of the terms of the Deferred Income Plan II are similar to
those of the original Deferred Income Plan discussed above.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT
INCORPORATE THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING
COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION AND THE
PERFORMANCE GRAPH ON PAGE 1614 SHALL NOT BE INCORPORATED BY REFERENCE
INTO ANY SUCH FILINGS.

COMPENSATION COMMITTEE REPORT REGARDING EXECUTIVE COMPENSATION

The Compensation Committeecompensation committee of the Boardboard of Directors, composed of four
independent non-employee Directors,directors
("Committee") administers and determines the Company's executive
compensation program. None of such members is or has been an Officer or employee
of the Company or any of its subsidiaries. After review and approval by the Committee,
all material issues relating to executive compensation are submitted
to the Boardboard for consideration and approval.

The philosophy of the Committee as it relates to executive
compensation is that the Chief Executive Officerchief executive officer (CEO) and other
Executive Officersexecutive officers should be compensated at levels designed to
attract, motivate, and retain talented Executivesexecutives who are capable of
leading the Company in achieving its business objectives in an
industry facing increasing complexity, competition, and change; to
encourage and reward excellent performance; and to encourage
individual growth as a part of the Company's management development
program. Annual compensation for the Company's senior 13

15
management
consists of salary, and for certain key Executives,executives, a long-term
Incentive Compensation Plan.incentive compensation plan.

Salary levels of Company Executivesexecutives are reviewed and may be
adjusted annually. Salaries are also increased to recognize
promotions and assignment of increased responsibilities to the
Company. In determining appropriate salaries, the Committee
considers: (1) the CEO's recommendations as to compensation for all
other Executive Officers;executive officers; (2) the scope of responsibility,
experience, time in position, and individual performance for all
Officersofficers including the CEO; (3) internal fairness and equity among
positions held by each Executive Officer;executive officer; (4) special factors such
as each individual's willingness and ability to accept special
assignments and responsibilities; (5) general cognizance of pay
practices of major companies within the St. Louis region as well as
within the utility industry generally relating to Executivesexecutives of
comparable responsibility; and (6) corporate performance. Evaluation
of corporate performance takes into account the significant effects
which weather variations as well as other unusual events may have on
the Company's earnings per share and other financial and operating
results as compared to corporate budgeted levels. The Committee's
analysis is a subjective process which utilizes no specific
weighting or formula of the aforementioned factors in determining
Executives'executives' base salaries.

Awards under the Company's long-term Incentive Compensation Planincentive compensation plan
may be granted by Committee recommendation and Boardboard approval to the
CEO and/or certain other key Executivesexecutives who have, in the judgment of
the Committee, demonstrated great ability and who the Company seeks
to retain in positions which can affect the long-term success of the
Company, including both the establishment and execution of the
Company's business strategies. Under this Plan,plan, upon the
recommendation of the Compensation Committee, the Boardboard of Directors,directors, exclusive
of any employee Directordirector who is eligible to participate in the Plan,plan,
may award Share Unitsshare units to these key Executives.executives. The Executivesexecutives are
paid quarterly dividend equivalents on these Share Unitsshare units at the same
rate that dividends are paid to stockholders. Share Unitsunits also have
a deferred compensation component based on changes in the Company's
retained earnings over the course of a year. Such deferred
compensation is payable upon the Executive'sexecutive's retirement. Current
compensation under this Planplan is limited to 25% of the Executive'sexecutive's
current annual salary. Awards granted under this Planplan are intended
to encourage the continued employment of these talented Executives.executives.
Toward that end, this Planplan requires that an Executiveexecutive provide a
certain number of additional years of service after the date of an
award of Share Unitsshare units in order for post-retirement dividend
equivalents and deferred compensation amounts associated with that
award to be paid. This Planplan provides compensation which is directly
linked with earnings per share achievement, a critical factor in
creating increased shareholder value. Determination of the number of
Share Unitsshare units to award to a key Executiveexecutive is a subjective process
which considers an individual's current salary level, the number of
Share Unitsshare units previously awarded, as well as expectations for the
Executive'sexecutive's performance relative to maintaining the long-term
financial and operational integrity of the Company.

16
The compensation of all Executive Officersexecutive officers other than the CEO was
adjusted effective February 1, 1999. Effective January 1, 1999,
which was the date of Robert C. Jaudes' retirement as CEO, Douglas
H. Yaeger

was elected and assumed the position of CEO, in addition to his
position as President. The Committee considered Mr. Yaeger's
compensation and adjusted init effective January 1996.1, 1999, coinciding
with his election as CEO.

Also, the Boardboard of Directors,directors, in recognition of the prior
performance and an increasedthe high level of responsibility of several of the
Company's Senior Officers,senior officers, awarded new Share Unitsshare units to them, as set
forth in greater detail elsewhere in this proxy statement. Such
Share Unitshare unit awards are intended, among other things, to relate a
portion of executive compensation more directly with the long-term
interestsinterest of shareholders. Further, salary for fiscal year 1996 in
the Summary Compensation Table contained on page 8 of this proxy statement
reflects a full year of salary increases, effective September 1, 1995, granted
to various Officers who assumed substantially increased responsibilities on that
date, as part of a realignment of management assignments related to the
retirement of two Senior Officers.

In determining the total compensation package of the CEO for
1996,1999, the
Compensation Committee considered all of the matters discussed above.
The Committee also considered the attainment of corporate-wide
budgeted goals, giving recognition to factors such as weather,
interest rates and regulatory policies which can significantly
impact operating results of gas utilities but are generally outside
the control of management. Further, the Committee considered
subjective factors related to individual performance and
responsibility for the long-term strategic direction of the Company.
Noted was the CEO'sMr. Yaeger's leadership in: (1) the formulation and implementation of various
policies directed toward the challenges and opportunities resulting from the
restructuring of the natural gas industry in the aftermath of certain decisions
of the Federal Energy Regulatory Commission; (2) the consummation of new
permanent financing transactions, including the sale of 1,575,000 new shares of
Common Stock, on terms favorable to both the Company's shareholders and
customers; (3) the re-examination of certain Company operations, which resulted
in improvements in productivity, additional revenue-producing activities, and
enhanced customer satisfaction; and (4) thecontinued successful
transitionperformance of the Company's realignedGas Supply Incentive Plan; (2) the
conversion of the Williams Gas pipeline to natural gas service into
the Company's western service area; (3) the management teamof the
Company's 1998 rate case; (4) the ongoing implementation of the
Company's Year 2000 readiness program; and (5) the effective use of
a gas cost "hedging" program to protect against catastrophic
increases in responsegas costs. In December 1998, the board of directors,
after considering the various factors and accomplishments described
above, as well as his promotion to CEO, granted Mr. Yaeger an
increase in base salary and also awarded him 13,500 additional share
units under the retirement of two Senior
Officers.incentive compensation plan.

Compensation Committee

H. Edwin Trusheim, Chairman
Mary Ann KreyC. Ray Holman
Robert C. Jaudes
William E. Nasser
Robert P. Stupp

1513

17
PERFORMANCE GRAPH

The following Performance Graphperformance graph compares the performance of the
Company's Common Stockcommon stock to the Standard & Poor's 500 Stock Index and
to the Standard & Poor's Utilities Index for the Company's last five
fiscal years. The graph assumes that the value of the investment in
the Company's Common Stockcommon stock and each index was $100 at September 30,
19911994, and that all dividends were reinvested. The information
contained in this graph is not necessarily indicative of future
Company performance.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
LACLEDE GAS COMPANY, S&P 500, AND S&P UTILITIES

[PERFORMANCE GRAPH]

FISCAL YEAR ENDED SEPTEMBER 30[GRAPH]

- ------------------------------------------------------------------------------------------------------------------
1991 1992 1993-----------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999
- ------------------------------------------------------------------------------------------------------------------

Laclede $100.00 $113.21 $158.80 $142.45 $148.05 $183.86$103.94 $129.09 $136.91 $137.10 $143.30
- ------------------------------------------------------------------------------------------------------------------
S&P 500 $100.00 $111.05 $125.49 $130.11 $168.82 $203.14$129.74 $156.12 $219.27 $239.11 $305.59
- ------------------------------------------------------------------------------------------------------------------
S&P Utilities $100.00 $114.37 $142.31 $123.67 $157.78 $168.55$127.59 $136.29 $155.88 $202.69 $200.33
- ------------------------------------------------------------------------------------------------------------------

1614

18
COMPENSATION OF DIRECTORS

RETAINER AND FEES

Directors who were not employees of the Company received a
monthly retainer fee of $1,250$1,500 per month during fiscal year 1996.1999.
Also, all Directorsdirectors received a fee of $1,000 for each Boardboard meeting
attended personally; and $500 for each Boardboard meeting attended via
telephone conference call. Directors received fees of $500 for each
committee meeting attended personally; and $250 for each committee
meeting attended via telephone conference call. Each Chairmanchairman of a
Committeecommittee of the Boardboard except for the Nominating Committee Chairmannominating committee chairman
received an additional $1,000 annual fee.

All non-employee Directors are permitted to elect to defer
all or any part of their compensation under arrangements which apply equally to
all such non-employee Directors.NON-EMPLOYEE DIRECTOR PLANS

The Company has also established a retirement plan for each of
its non-employee Directorsdirectors who is not entitled to benefits under the
Company's qualified pension plan and who serves at least five years
as a Directordirector or who dies while serving as a Director.director. Pursuant to
this plan, the eligible Directordirector (the ``Participant''"participant"), or the
Participant'sparticipant's designated beneficiary, would, following the
discontinuance of the Participant'sparticipant's service as a Directordirector (or
following the Participant'sparticipant's attaining 65 years of age, if the
Participantparticipant is not at least 65 years old at the time of such
discontinuance of service), receive an annual retirement payment
amount equal to a percentage (the ``Applicable Percentage''"applicable percentage") of the
annual Boardboard retainer fee at the time of such Participant'sparticipant's
discontinuance of service. The Applicable Percentageapplicable percentage shall be 10%
for each of the first ten years of service of such Participantparticipant as a
Director.director. The annual payments to the retired Participantparticipant shall
continue until such Participant'sparticipant's death, but if such Participantparticipant
shall die before receiving at least ten annual payments, then such
Participant'sparticipant's designated beneficiary shall, during such
beneficiary's lifetime, receive the remainder of the first ten
annual payments which the deceased Participantparticipant would have received.

In 1990, the Company established the Restricted Stock Plan for
Non-Employee Directors, the term of which was extended to January 26, 2000.has been extended. Under
this Plan, a grant of 800 restricted shares will be made on the date
a person first begins serving as a non-employee Director.director. Each
non-employee Directordirector will receive an additional grant of 200
restrictednon-vested and/or vested shares on the date of each subsequent
Annual
Meetingannual meeting of Stockholdersstockholders for services rendered by such
non-employee Directordirector during the preceding year. Although a
non-employee Directordirector is entitled to vote and may receive the
dividends on the restricted shares, the restricted shares are
forfeitable until vested pursuant to a schedule based upon the
non-employee Director'sdirector's years of participation in, and in some
cases, age at time of entering, the Restricted Stock Plan. Under a
Trust Agreementtrust agreement between the Company and Boatmen's Trust Company,UMB Bank, National
Association, as Trustee,trustee, shares granted pursuant to the Restricted
Stock Plan are purchased on the open market by the Trustee,trustee, and held
in trust until vested in the non-employee Director.director. In January 1996, Mr. Beumer
received a grant of 800 nonvested shares;1999,
Ms. Krey and Messrs. Craig, Givens, Holman and Nasser each received a grant of 200
nonvestednon-vested shares; and Messrs. Craig, Givens and Stupp and Trusheimeach received
a grant of 100 vested and 100 non-vested shares; and Mr. Trusheim
received a grant of 200 vested shares. 17In June 1999, Mr. Maritz
received a grant of 800 non-vested shares.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Jaudes serves as one of the five members of the Company's
compensation committee. As previously disclosed, he is the retired
Chairman of the Board and Chief Executive Officer of the Company.

19
PROPOSAL 2.2
APPOINTMENT OF AUDITORS

The Boardboard of Directors,directors, upon recommendation of its Audit Committee,audit
committee, recommends that the stockholdersyou ratify the appointment of Deloitte &
Touche LLP Certified Public Accountants to audit the accounts of the
Company and its subsidiaries for the fiscal year ending September
30, 1997. The vote2000. Ratification requires the approval of a majority of the
outstanding shares entitled to vote and represented in person or by
proxyproxy. Thus, if you vote to "abstain" on this matter, your
abstention will be necessary to effect the ratification described above. Thus, in
this context,have the effect of an abstention will be the same as a negative vote.vote against ratification.

Deloitte & Touche LLP is the successor to the firm that has
acted as auditors of the Company since 1953. It is expectedWe expect that a
representative of Deloitte & Touche LLP will be present at the Annual
Meeting, will have an opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate
questions.

During fiscal year 1996, Deloitte & Touche LLP performed audit services
primarily related to the limited review of quarterly reports and the examination
of annual consolidated financial statements submitted to stockholders and the
Securities and Exchange Commission and the audit of the various employee benefit
plans of the Company.

YOURTHE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
---
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITORS.AUDITORS FOR FISCAL YEAR
2000.

REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS,
NOMINATION OF DIRECTORS AND OTHER MATTERSBUSINESS OF STOCKHOLDERS

Under our by-laws, certain procedures are provided which a
stockholder must follow to nominate persons for election as
directors or to introduce an item of business at an annual meeting
of stockholders. These procedures provide that nominations for
director nominees and/or an item of business to be introduced at an
annual meeting of stockholders must be submitted in writing to the
Secretary of the Company, 720 Olive Street, St. Louis, MO 63101. For
the annual meeting to be held in January 2001, the nomination or
proposed item of business must be received by the Company no earlier
than October 27, 2000 and no later than November 26, 2000 (not more
than 90 days prior to and not less than 60 days prior to January 25,
2001). The Boardwritten notice must satisfy certain requirements
specified in the Company's by-laws, a copy of Directors doeswhich will be sent to
any stockholder upon written request to the Secretary.

The board is not knowaware of any matters that are expected to be presented atcome
before the annual meeting other than those statedreferred to in this proxy
statement. However, ifIf any other matters related to the purpose of the meeting properlymatter should come before the meeting,
it is the intention of the
persons named in the accompanying proxy intend to vote saidthe proxies on such other matters
in accordance with their judgment.

best judgement.

The chairman of the board may refuse to allow the transaction of
any business not presented beforehand, or to acknowledge the
nomination of any person not made, in compliance with the procedures
set forth in the Company's by-laws.

Under the rules of the SEC, stockholder proposals intended to be
presented at the Company's 2001 annual meeting must be received by
the Company's Secretary at our principal office at 720 Olive Street,
St. Louis, MO 63101 by August 20, 2000.

COST OF PROXY SOLICITATION

OF PROXIESWe will pay the expense of soliciting proxies. Proxies willmay be
solicited on our behalf by mail. They may also be solicited by Officers
and regularofficers or employees of the Company, personallyin person or by
telephone, electronic transmission, or telegraph,
but such persons will not be specially compensated for such services. The firm
offacsimile transmission. We
have hired Morrow & Co., Inc. has been retained to assist withus in the distribution and
solicitation of proxies atfor a costfee of approximately $5,000. It is contemplated that brokerage
houses, custodians, nominees and fiduciaries will be requested to forward the
soliciting material to the beneficial owners of stock held of record by such
persons, and will be reimbursed$5,000 plus expenses for expenses incurred therein. The entire cost
of solicitation will be borne by the Company.these
services.

LACLEDE GAS COMPANY

By DONALD L. GODINER,Mary Caola Kullman, Secretary

St. Louis, Missouri
December 20, 1996

1916, 1999

[LOGO]

LACLEDE GAS COMPANY
NOTICE OF

ANNUAL MEETING

OF STOCKHOLDERS

AND

PROXY STATEMENT

JANUARY 23, 1997

22720 OLIVE STREET
ST. LOUIS, MISSOURI 63101

Dear Shareholder,

You are cordially invited to join us at the Annual Meeting of
Shareholders of Laclede Gas Company, which will be held at the Marriott
Pavilion Hotel, One Broadway, St. Louis, Missouri, at 10:00 a.m.,
Central Standard Time, on Thursday, January 27, 2000. The purposes of
this meeting are set forth in the accompanying Notice of Annual Meeting
and Proxy Statement.

We urge you to read these proxy materials and the Annual Report,
and to participate in the meeting either in person or by proxy.

Whether or not you plan to attend the meeting in person, please
sign and return promptly the attached proxy card in the envelope provided
to assure that your shares will be represented.

Sincerely,

/s/ Douglas H. Yaeger

Chairman of the Board, President and
Chief Executive Officer

- -------------------------------------------------------------------------------

[LOGO] LACLEDE GAS COMPANY
720 OLIVE STREET, ST. LOUIS, MISSOURI 63101
P THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

R The undersigned hereby appoints Donald L. Godiner, RobertMary C. Jaudes,Kullman, Gerald T. McNeive, Jr.,
Douglas H. Yaeger, and each of them, with or without O any of the others,
attorneys and proxies, with full power of substitution, to vote all of the
shares of common stock in Laclede
X Gas Company which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of said corporation to be held
at Y Marriott's Pavilion Hotel on Thursday, January 23, 1997,27, 2000; at 10:00 a.m.
local time, and at any adjournment thereof: (1) as hereinafter specified upon
the proposals listed below and as more particularly described in the Company's
proxy statement, receipt of which is hereby acknowledged; and (2) in their
discretion upon such other matters as may properly come before the Annual
Meeting of Stockholders.

A VOTE FOR THE FOLLOWING PROPOSALS IS RECOMMENDED BY THE BOARD.BOARD
---

1. ELECTION OF DIRECTORS: Andrew B. Craig, III, C. Ray Holman, and
William E. Nasser.Nasser

/ / FOR all nominees listed. / / FOR all nominees listed except _________________

____________________________
__________
/ / WITHHOLD AUTHORITY to vote for all nominees listed.TO VOTE FOR ALL NOMINEES LISTED.

2. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP as independent
auditors.

/ / FOR / / AGAINST / / ABSTAIN

(ContinuedCONTINUED AND TO BE SIGNED ON REVERSE SIDE

- -------------------------------------------------------------------------------

This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder(s). If no
direction is made, the proxy will be voted FOR Proposals 1 and to be signed on reverse side.)

23
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.

Dated___________________________, 19______

________________________________________

________________________________________Dated _________________________________

_______________________________________

IMPORTANT: PLEASE DATE
THIS PROXY AND SIGN
EXACTLY AS YOUR NAME(S)
APPEARS THEREON. IF STOCK
IS HELD JOINTLY, SIGNATURE
SHOULD INCLUDE BOTH NAMES.
EXECUTORS, ADMINISTRATORS,
TRUSTEES, GUARDIANS, AND
OTHERS SIGNING IN A
REPRESENTATIVE CAPACITY
SHOULD SO INDICATE.Please date and sign exactly
as your name(s) appears thereon. If
stock is held jointly, signature should
include both names. Executors,
administrators, trustees, guardians,
and others signing in a representative
capacity should so indicate.

PROXY MUST BE RETURNED BY JANUARY 23, 1997.27, 2000.

24
APPENDIX

The information in the Performance Graph on page 1614 of the definitive
proxy statement of Laclede Gas Company is depicted in the table that
immediately follows the graph.