LACLEDE GAS CO, S-3/A, 1999-04-15

LACLEDE GAS CO
S-3/A, 1999-04-15
NATURAL GAS DISTRIBUTION

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<PAGE>

As filed with the Securities and Exchange Commission on April 15, 1999

Registration No. 333-74423
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act of 1933

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LACLEDE GAS COMPANY
(Exact name of Registrant as specified in its charter)

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<TABLE>
<S> <C>
Missouri 43-0368139
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

720 Olive Street, St. Louis, Missouri 63101, 314-342-0500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

D. H. Yaeger, G. T. McNeive, Jr., or M. C. Kullman
Laclede Gas Company, 720 Olive Street, St. Louis, Missouri 63101, 314-342-0500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:
GERALD T. McNEIVE, JR., ESQ. TODD W. ECKLAND, ESQ.
MARY C. KULLMAN, ESQ. Winthrop, Stimson, Putnam & Roberts
Laclede Gas Company One Battery Park Plaza
720 Olive Street New York, New York 10004-1490
St. Louis, Missouri 63101 (212) 858-1000
(314) 342-0500 Fax: (212) 858-1500
Fax: (314) 421-1979
</TABLE>

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Approximate date of commencement of proposed sale to the public: as soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of each class of Amount to maximum aggregate Amount of
securities to be be offering price offering registration
registered registered(1) per share(2) price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 per 1,250,000
share par value....... shares $22.41 $28,012,500 $7,787.48
Common Stock Purchase 1,250,000
Rights(3)............. rights
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</TABLE>
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(1) Includes 150,000 shares and attached rights subject to the Underwriters'
over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457 under the Securities Act. The average of the high
and low prices for the Registrant's Common Stock reported on the New York
Stock Exchange on March 10, 1999 was $22.41 per share.

(3) These Rights currently are attached to and trade with the shares of Common
Stock.

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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission acting
pursuant to such section 8(a) may determine.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell or accept offers to buy these securities before the registration +
+statement filed with the Securities and Exchange Commission is effective. +
+This prospectus is not an offer to sell these securities and is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED APRIL 15, 1999

PROSPECTUS

1,100,000 Shares
Laclede Gas Company
Common Stock

-----------

We are offering 1,100,000 shares of our common stock as described in this
prospectus. Our shares are listed on the New York and Chicago Stock Exchanges
under the symbol "LG."

<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price............................... $ $
Underwriting Discount............................... $ $
Proceeds, before expenses, to Laclede Gas Company... $ $
</TABLE>

The underwriters may also purchase up to an additional 150,000 shares from
us at the public offering price, less the underwriting discount, within 30 days
from the date of this prospectus to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

The shares of our common stock will be ready for delivery in New York, New
York on or about , 1999.

-----------

Merrill Lynch & Co. A.G. Edwards & Sons, Inc.

This Prospectus is dated , 1999.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary ................................................................... 1
Service Area and Transmission Pipelines ................................... 3
Use of Proceeds ........................................................... 4
Laclede Gas Company ....................................................... 4
Where You Can Find More Information ....................................... 10
Price Range of Common Stock and Dividends ................................. 11
Description of Common Stock ............................................... 12
Underwriting .............................................................. 16
Legal Opinions ............................................................ 18
Experts ................................................................... 18
</TABLE>

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FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus are forward-looking statements made
based upon our expectations and beliefs concerning future developments and
their potential effect on us. These statements, however, do not include
financial statements and other statements of historical fact. The forward-
looking statements may be identified by the use of such terms as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "seek" and similar
expressions. Future developments may not be in accordance with our expectations
or beliefs and the effect of future developments on us may not be those we
anticipated. Among the factors that may cause our actual results to differ
materially from those contemplated in any forward-looking statements are:

. weather conditions and catastrophic events

. changes in transportation and gas supply costs or availability

. regulatory actions and initiatives of federal and state regulatory
agencies, some of which could be retroactive, including those
affecting:

<TABLE>
<S> <C>
--financings --purchase gas adjustment provisions
--allowed rates of return --franchise renewal
--incentive regulation --environmental or safety requirements
--industry and rate structure
</TABLE>

. the effects of any industry or corporate restructuring

. conservation efforts of our customers

. economic factors such as changes in the conditions of capital
markets, interest rates and rates of inflation

. inability to retain existing customers or to attract new customers

. our ability to obtain funds from operations or the sale of debt or
equity to finance necessary capital expenditures and other
investments

. employee work force issues

. statutory or tax changes

. changes in accounting standards and

. the effectiveness of Year 2000 computer system remediation efforts
by third parties and unknown Year 2000 related problems

We do not, by including this statement, assume any obligation to review
or revise any particular forward-looking statement referenced herein in light
of future events.
<PAGE>

Summary

This summary highlights material information contained elsewhere in this
prospectus. Before making an investment decision, you should read this entire
prospectus as well as the documents incorporated by reference. Unless indicated
otherwise, the information in this prospectus assumes that the underwriters'
overallotment option is not exercised.

Laclede Gas Company

<TABLE>
<S> <C>
Our Business................... A public utility organized in 1857 primarily engaged in
natural gas distribution

Our Service Territory.......... The City of St. Louis, St. Louis County and parts of
eight other counties in eastern Missouri

Population of Our Service
Territory..................... Approximately 2.0 million

Customers as of
December 31, 1998............. Approximately 630,000

Our Address and Telephone Laclede Gas Company
Number........................ 720 Olive Street
St. Louis, Missouri 63101
314-342-0500

The Offering

Common Stock Offered........... 1,100,000 shares, par value $1.00 per share

Common Stock Outstanding as of
December 31, 1998............. 17,627,987 shares

Common Stock Outstanding as of
December 31, 1998, Adjusted
for the Offering.............. 18,727,987 shares

Listing........................ New York and Chicago Stock Exchanges (Symbol: LG)

Common Stock Price Range from
, 1998 to , 1999...... $ to $

Current Indicated Annual
Dividend Rate................. $1.34 per share

Cash Dividends paid since...... 1946

Use of Proceeds................ Repayment of short-term debt

Delivery Date.................. , 1999
</TABLE>

1
<PAGE>

Selected Consolidated Financial Information
(Dollar amounts in thousands, except per share data)

<TABLE>
<CAPTION>
Twelve Months Ended
Fiscal Year Ended September 30 December 31
-------------------------------------------------- --------------------
1994 1995 1996 1997 1998 1997 1998
-------- -------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data
Operating Revenues...... $523,866 $431,197 $556,456 $602,832 $547,229 $ 608,634 $ 497,258
Utility Operating
Income................. 37,618 38,330 48,410 49,725 46,666 47,443 41,881
Earnings Applicable to
Common Stock........... 22,120 20,804 32,727 32,369 27,795 29,896 23,869
Average Number of Common
Shares Outstanding
(in thousands)......... 15,619 16,344 17,523 17,558 17,598 17,558 17,615
Earnings Per Common
Share.................. 1.42 1.27 1.87 1.84 1.58 1.70 1.36
Dividends Declared Per
Common Share........... 1.22 1.24 1.26 1.30 1.32 1.305 1.325
<CAPTION>
As of September 30 As of December 31
-------------------------------------------------- --------------------
1994 1995 1996 1997 1998 1997 1998
-------- -------- -------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data
Total Assets............ $608,295 $636,694 $689,395 $720,710 $771,147 $ 797,659 $ 828,510
Net Utility Plant....... 411,677 434,336 452,165 467,573 490,585 472,201 496,966
Short-Term Debt
(Including Current
Maturities) ........... 53,500 59,500 59,600 99,000 98,500 127,500 136,157
Long-Term Debt
(Excluding Current
Maturities)............ 154,211 154,279 179,346 154,413 179,238 179,105 179,256
Redeemable Preferred
Stock.................. 1,960 1,960 1,960 1,960 1,960 1,960 1,960
Common Stock Equity..... 194,939 227,253 240,843 250,387 256,785 258,202 260,562
Other Data
Heating Degree Days..... 4,694 4,005 4,880 4,953 4,404 4,910 4,024
Percent Colder (Warmer)
than Normal............ (1)% (15)% 4% 6% (6)% 5% (14)%
</TABLE>

The table below reflects our actual capitalization and short-term debt as
of December 31, 1998 and as adjusted to reflect net proceeds from the sale of
1,100,000 shares of common stock offered in this prospectus and the application
of these net proceeds to repay our short-term debt. For more information on our
use of the net proceeds from this offering, see "Use of Proceeds" in this
prospectus. If the underwriters exercise their over-allotment option in full,
Common Stock Equity as adjusted would be $ and Total Capitalization as
adjusted would be $ . See "Underwriting."

<TABLE>
<CAPTION>
As of December 31, 1998
------------------------------
Actual As Adjusted
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<S> <C> <C> <C> <C>
Capitalization and Short-Term Debt
Short-Term Debt................................ $136,157 23.6%
Long-Term Debt................................. 179,256 31.0% $179,256 %
Redeemable Preferred Stock..................... 1,960 .3% 1,960
Common Stock Equity............................ 260,562 45.1%
-------- ----- -------- -----
Total Capitalization and Short-Term Debt....... $577,935 100.0% $ 100.0%
======== ===== ======== =====
</TABLE>

2
<PAGE>

Service Area and Transmission Pipelines

The large map depicts the counties in the eastern portion of Missouri in
which we provide service, together with transmission pipelines owned by:

. Mississippi River Transmission Corporation

. Missouri Pipeline Company and

. Williams Gas Pipeline Central, Inc.

These transmission pipelines connect to our distribution system. The small map
depicts Missouri and other states through which Mississippi River Transmission
Corporation's pipeline system runs.

LACLEDE GAS SERVICE AREA

[MAP APPEARS HERE]

3
<PAGE>

Use of Proceeds

Given current market conditions, we anticipate the net proceeds from the
sale of the shares, excluding the overallotment option, will range from $ to
$ . We will use the net proceeds to repay short-term debt.

At December 31, 1998, we had outstanding short-term debt of approximately
$136 million at an average interest rate of 5.43%. During the past year, we
used the proceeds of short-term debt to:

. redeem $25 million of 9 5/8% first mortgage bonds

. pay gas supply costs and

. pay capital expenditures for assets acquired in the ordinary
course of business, including construction and office equipment

Laclede Gas Company

General

We are a public utility that distributes and transports natural gas. We
are subject to the jurisdiction of the Missouri Public Service Commission and
serve the following Missouri areas:

. City of St. Louis

. St. Louis County

. City of St. Charles and

. parts of the following counties:

--St. Charles

--Franklin

--Jefferson

--St. Francois

--Ste. Genevieve

--Iron

--Madison and

--Butler

In addition, we operate underground natural gas storage fields and transport
and store liquid propane. We have also invested in other minor, non-utility
businesses.

Generally, we sell gas for househeating, certain other household uses,
and commercial and industrial space heating. Our gas prices are generally lower
than those charged for competitive fuels and other energy forms. While coal is
competitive as a fuel source for very large boiler plant loads, environmental
concerns have restrained any significant market inroads. Oil and propane can be
used to fuel boiler loads and certain direct-fired process applications, but
these fuels vary widely in price throughout the year, thus limiting the
competitiveness of these fuels. In certain cases, steam has been competitive
with gas for downtown area heating users. In the past five years, we have made
a net conversion of 27 steam customers to natural gas service.

4
<PAGE>

We have approximately 630,000 customers, 94% of which are residential
customers using natural gas for heating and other household purposes. With
regard to the space and water heating market, our management believes that we
have the predominant share of:

. the existing residential market in areas in which we currently
provide gas service and

. the new single home construction market in such areas.

These market shares have not materially changed in a number of years. For the
twelve months ended December 31, 1998, approximately 67% of our revenues came
from sales to residential customers and 23% from sales to commercial and
industrial customers. The balance of our revenues are primarily attributable to
our off-system sales, gas supply incentive plan and transportation service. The
tariff approved for transportation service produces a margin similar to that
which we would have received under our regular sales rates.

We have been able to maintain our market position in the residential,
space-heating and water-heating markets, despite the price competition that
exists in these markets. Competition exists primarily in the large industrial
and commercial boiler fuel market where coal is the principal competing form of
energy. To a lesser extent, electricity is a competing form of energy in the
residential market. While several states have recently enacted legislation to
deregulate the electric utility industry in an effort to increase competition
and reduce the cost of electric energy, the Missouri Legislature has not to
date adopted legislation of this nature.

The tables below reflect our utility operating revenues contributed by
each class of our customers, as well as the number of customers and therms sold
and transported in each class our of customers. One billion cubic feet of gas
represents ten million therms.

<TABLE>
<CAPTION>
Twelve Months
Ended
Fiscal Year Ended September 30 December 31
---------------------------------------------------- -------------------
1994 1995 1996 1997 1998 1997 1998
---------- -------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Utility Operating Revenues
(In Thousands)
Residential................ $ 363,058 $302,770 $ 376,818 $ 395,250 $ 365,768 $ 403,313 $ 332,297
Commercial and Industrial.. 142,042 109,270 145,466 152,222 132,504 152,381 116,707
Interruptible.............. 1,966 1,655 2,035 2,098 2,254 2,114 2,131
Transportation............. 14,898 13,211 15,375 13,042 12,734 13,141 12,816
Off-System and Other
Incentive................. -- -- 11,640 34,288 29,852 32,285 29,416
Exploration and
Development............... 1,600 1,447 856 1,273 -- 702 --
Provision for Refunds and
Other..................... 302 3,564 4,266 4,659 4,117 4,698 3,891
---------- -------- ---------- ---------- ---------- --------- ---------
Total.................... $ 523,866 $431,917 $ 556,456 $ 602,832 $ 547,229 $ 608,634 $ 497,258
========== ======== ========== ========== ========== ========= =========
Customers
(At End of Period)
Residential................ 559,225 566,421 569,818 572,794 577,224 587,007 589,978
Commercial and Industrial.. 36,684 37,409 37,735 37,985 38,519 39,534 39,807
Interruptible.............. 14 16 16 16 15 14 15
Transportation............. 124 129 130 142 149 145 153
---------- -------- ---------- ---------- ---------- --------- ---------
Total.................... 596,047 603,975 607,699 610,937 615,907 $ 626,700 $ 629,953
========== ======== ========== ========== ========== ========= =========
Therms Sold and Transported
(In Thousands)
Residential................ 610,858 541,781 642,367 606,327 560,732 602,047 521,540
Commercial and Industrial.. 289,168 256,905 309,477 296,222 259,205 286,003 238,963
Interruptible.............. 5,760 5,692 5,766 5,718 5,838 5,482 5,791
Transportation............. 164,318 173,735 186,400 176,622 190,811 187,183 188,915
Off-System................. -- -- 33,101 126,149 104,763 112,537 114,294
---------- -------- ---------- ---------- ---------- --------- ---------
Total.................... 1,070,104 978,113 1,177,111 1,211,038 1,121,349 1,193,252 1,069,503
========== ======== ========== ========== ========== ========= =========
</TABLE>

5
<PAGE>

As a result of the large proportion of our residential heating sales
relative to our total sales, our operations are highly sensitive to seasonal
weather conditions. Historically, most of our revenues and related operating
expenses occur during the winter heating season. Accordingly, we accrue most of
our annual revenues during our first and second fiscal quarters, which are the
six months ending March 31. Results for the third and fourth fiscal quarters
frequently show net losses, reflecting significantly lower gas consumption
during the nonheating season.

Natural Gas Supply

Our gas supply strategy has the twofold objectives of:

.ensuring that our gas supplies are dependable and will be delivered
when needed and

.to the extent compatible with that dependability, purchasing gas
that is economically priced.

We obtain the majority of our gas from Gulf Coast and Mid-Continent
producing areas. The gas is then transported from these areas through several
interstate pipelines to our service area. We transport the majority of our
natural gas through Mississippi River Transmission Corporation's pipelines. We
are the predominant shipper on Mississippi River Transmission Corporation's
pipeline system, using about two-thirds of its capacity into the St. Louis
service area. Gas also reaches the western portion of our service area from the
Mid-Continent producing area by running through Panhandle Eastern Pipeline
Company's pipelines to Missouri Pipeline's system, which in turn connects to
our system.

Recently, we obtained a direct connection to the Mid-Continent producing
area through Williams Gas Pipeline Central, Inc. Williams converted to natural
gas service an existing approximately 200-mile petroleum products pipeline that
crosses Missouri and connects directly to the Mid-Continent producing area. We
have purchased the entire capacity of the converted pipeline, and natural gas
began flowing in September 1998. This pipeline enables us to transport gas
directly to the western portion of our service area, a fast-growing segment of
our service area, as well as to access diverse reserves on the Williams system.
Ultimately, we anticipate the new pipeline will transport about 10% of our
annual natural gas purchases.

We have a contractual right to use capacity on several pipelines that
deliver gas from the various onshore and offshore gas-producing basins to
Mississippi River Transmission Corporation's system, which in turn connects to
our system. During fiscal year 1998, we released portions of this pipeline
capacity to which we had a contractual right to other shippers when we did not
need the capacity.

During fiscal 1998, we purchased natural gas from a diverse group of 37
suppliers to meet our current gas sales and storage requirements. We purchased
a total of 78.0 billion cubic feet of natural gas for delivery through
Mississippi River Transmission Corporation's system during fiscal year 1998 and
another 10.0 billion cubic feet of gas for delivery through the pipelines of
Panhandle Eastern Pipeline Company and Missouri Pipeline Company during fiscal
1998. Also, during fiscal 1998, certain commercial and industrial customers
purchased their own gas and transported 19.1 billion cubic feet of gas through
our distribution system.

We also have a contractual right to store 23.1 billion cubic feet of gas
in Mississippi River Transmission Corporation's storage system located in
Unionville, Louisiana. In addition, we supplement flowing pipeline gas with
natural gas withdrawn from our underground storage field located in St. Louis
and St. Charles Counties.

Because our transportation and storage contracts with Mississippi River
Transmission Corporation will expire on October 31, 1999, we are currently
negotiating new arrangements.

Propane Supply

Laclede Pipeline Company, our wholly-owned subsidiary, owns and operates
a propane pipeline which connects our 800,000-barrel, or approximately 33
million gallons, propane storage facilities in St. Louis

6
<PAGE>

County, Missouri, to propane supply terminal facilities located at Wood River
and Cahokia, Illinois. Laclede Pipeline Company transports liquid propane
through this pipeline to us for storage. We ultimately vaporize and use the
propane to supplement our natural gas supply to meet the peak demands on the
distribution system. Laclede Pipeline Company's contract with Phillips
Petroleum Company, which provided for delivery of up to 35 million gallons of
propane annually, expired on March 31, 1999. We will not be adversely affected
by this termination, as Laclede Pipeline Company will either purchase the
pipeline from Phillips for about $1.5 million or build a new pipeline for about
$3.0 million.

Regulatory Matters

At the state level, there have been several important developments
affecting us, some of which are still pending.

On January 26, 1999, we filed a request with the Missouri Public Service
Commission for a general rate increase to recover costs related to the
operation of our gas distribution system. We do not anticipate higher rate
levels during the current fiscal year, because the Missouri Public Service
Commission generally suspends a general rate increase request until the it has
reviewed and audited the filing, held hearings and reached its determination
whether and to what extent the rate increase request should be granted. By
statute, the Missouri Public Service Commission process may take no longer than
11 months. We have requested a rate adjustment that would increase annual
revenues by $30.5 million and increase a typical residential heating customer's
bill by about 5.8% or about $3.37 a month. The Missouri Public Service
Commission has set August 9, 1999 as the date to begin hearings on the request.
Historically, the Missouri Public Service Commission has not granted our rate
increase requests in full.

On October 15, 1998, the Missouri Public Service Commission approved an
agreement with us in a general rate case we had filed in February 1998. We had
sought rates that would increase revenues by $25.4 million annually. The
approved settlement provided that rates charged to the vast majority of our
customers, including all residential and commercial heating customers, remained
unchanged. However, the settlement also permitted us to record substantially
lower expenses in two areas effective July 1, 1998:

. depreciation, by establishing lower depreciation rates, and

. pension expense, by changing the regulatory accounting treatment for the
recovery of our pension costs.

The expected annualized effect of these accounting changes should result in a
reduction of booked expenses of $16.8 million. Our currently filed rate case
described above may impact the expected effect of these accounting changes.

In addition, the Missouri Public Service Commission extended its previous
authorization of certain cost-deferral mechanisms by which we may include in
future rates certain expenses related to pensions and retirements and may apply
for future rate recovery of certain other costs related to our gas safety
replacement program and our environmental costs related to former manufactured
gas plants. Further, the Missouri Public Service Commission authorized us to
capitalize the costs incurred in connection with making our information systems
ready for Year 2000 operations for consideration in future rates.

On another matter, we sought and obtained re-authorization from the
Missouri Public Service Commission to purchase a limited amount of specific
financial instruments for the purpose of capping our cost of gas in the event
of any unusually large gas price increases during the 1998-1999 winter season.
The full cost of purchasing these instruments is being recovered from
customers. In June 1998, we proposed program modifications that are designed to
give us greater flexibility to trade in and out of these instruments when
warranted by market conditions, to give us a financial incentive to increase
the gas cost savings to be realized by customers and to reduce the overall cost
of purchasing such instruments. The Staff of the Missouri Public Service
Commission and the Office of the Public Counsel have opposed our proposal. The
Missouri Public Service Commission had formal hearings on this issue in late
July 1998, but it has not yet issued a decision.

7
<PAGE>

Fiscal 1998 also was the second year of operation for our gas supply
incentive plan, which has provided significant benefits for our customers and
stockholders. The Missouri Public Service Commission approved the incentive
plan in our 1996 rate case for a three-year period ending September 30, 1999.
Under this plan, we and our customers share in income from:

. sales of gas outside of our traditional service area

. releases of pipeline capacity

. savings from discounts off of maximum pipeline transportation rates and

.gains and losses as measured against a bench-mark level of gas cost.

During fiscal 1998, we achieved overall net benefits of about $31.0 million,
resulting in savings to our customers of $24.6 million and contributing about
$6.4 million to our pre-tax income.

In September 1997, the Staff of the Missouri Public Service Commission
recommended that we refund $3.6 million to our ratepayers in connection with
our sale of gas outside of Missouri during fiscal 1996, prior to the approval
of our incentive plan. We believe we had full authority to enter into these
transactions in part under the implementation of the Federal Energy Regulatory
Commission's Order No. 636. We filed testimony opposing the recommendation made
by the Staff of the Missouri Public Service Commission. Formal hearings were
held on this issue in October 1998. The Missouri Public Service Commission has
not yet issued a decision.

On October 30, 1998, the Missouri Public Service Commission issued an
order opening a docket addressing the adequacy of our copper service line
replacement program. Under this docket, the Staff must advise the Missouri
Public Service Commission of the status of its investigation by April 30, 1999.
We currently face one lawsuit and two claims relative to incidents where gas
has apparently leaked from direct buried copper service lines. We are unable to
predict at this time what action, if any, the Missouri Public Service
Commission may take in this docket or the outcome of this lawsuit or any of
these claims.

Year 2000

Under the mainframe portion of our year 2000 readiness plan, we are
upgrading, converting and replacing:

. mainframe computer hardware

. attendant operating system software and

. key mainframe systems and applications.

The majority of these systems and applications have been completely converted
and upgraded as well as tested on an initial basis. These systems include
customer records, billing and accounting systems. Our critical conversions,
upgrades and testing, on an in-house basis as well as with third parties on an
integrated basis, will be complete in July 1999. With regard to the few
personal computer applications which may be important, their
replacements/upgrades will also be complete in July 1999.

Additionally, we have conducted a company-wide program to inventory,
evaluate, remediate and test significant equipment, products, services and
supplies that we use. We completed the inventory of these items and services in
August 1998, and the evaluation of their importance in September 1998. Under
our year 2000 readiness plan, we will test and, to the extent problems are
discovered, fix those problems or replace the item. To date, we have discovered
a minor number of problems which we have addressed. The remediation and testing
of those relatively few important items with problems will be complete in July
1999.

We have developed and continue to refine our contingency plans for
unforeseen critical system or equipment failures. With regard to a temporary
loss of electrical and/or communication services, it would at most impair our
ability remotely to operate a small number of pressure regulator stations. We
will place trained

8
<PAGE>

employees at each of our remotely controlled pressure regulator stations to
make any adjustments needed on a manual basis. In addition, we will use an in-
house radio relay system to maintain any needed communications with our
employees in the field. With regard to any temporary natural gas supply
interruptions, we operate a large, local natural gas underground storage
facility as well as a local propane storage facility which we would use if
needed. Any remaining refinement of critical contingency plans will be
completed in July 1999.

We have directly contacted and received assurances from many of our
vendors. This group of vendors includes our natural gas suppliers and
transporting pipelines who have assured us that they will be able to supply
natural gas to us after 1999 without interruption. We continue to actively
pursue on a case-by-case basis any necessary verification of the vendors'
ability to continue to supply the items and services to us in the year 2000. We
have included the natural gas suppliers and pipelines in the group needing
further verification. We plan to complete this verification process in July
1999. If we do not believe a vendor will be able to provide a needed item or
service in the year 2000, we will use alternate vendors and develop contingency
plans for any prospective unavailability of the needed item or service.

As of December 31, 1998, we have incurred total costs of approximately
$11.9 million for replacements and modifications of various computer systems.
Of this amount, we capitalized $10.4 million and charged $1.5 million to
expense. We have used funds from internally generated cash flows and short-term
borrowings to pay these costs. We currently estimate that costs remaining to be
incurred during fiscal 1999 will amount to approximately $6.0 million. In our
1998 rate case, the Missouri Public Service Commission authorized us to
capitalize the costs incurred in connection with making our information systems
ready for year 2000 operations. It also authorized us to defer any interim
property tax, depreciation or carrying cost expenses that we may incur in
connection with these capitalized items. We may apply for recovery of these
interim expenses in rate proceedings.

Environmental Matters

We are subject to various environmental laws and regulations. To date
they have not materially affected our financial position and results of
operations.

In the past, we operated various manufactured gas plants which produced
certain by-products and residuals. At the request of the United States
Environmental Protection Agency, we performed an investigation of one of our
former manufactured gas plant sites in Shrewsbury, Missouri. Subsequently, we
and the state and federal environmental regulatory agencies agreed upon the
actions needed at this site. We currently estimate the overall costs of these
actions will be approximately $1,135,000. As of December 31, 1998, we have paid
$622,000 and reserved $513,000 for these actions. If the regulatory agencies
require any additional actions, we will incur additional costs. We notified our
insurers that we intend to seek reimbursement from them of our costs.

In a separate matter, we applied to place the site of a different former
manufactured gas plant in the City of St. Louis, Missouri in the Missouri
voluntary cleanup program. We ceased our operations at and sold this site in
1950. Subsequent owners of this site used it as a coke manufacturing facility.
The Missouri Department of Natural Resources accepted our application. We
submitted a sampling plan to the Missouri Department of Natural Resources on
November 16, 1998. We are completing the sampling plan. We currently estimate
that the cost of the investigation, oversight costs and legal and engineering
consulting costs for this site may be approximately $495,000. Currently, we
have paid $113,000 and reserved an additional $382,000. We notified our
insurers that we intend to seek reimbursement from them of our costs. We have
also requested that other former site owners or operators participate in the
cost of any site investigation, but none has yet agreed to do so. We plan to
seek proportionate reimbursement of all costs relative to this site from those
parties or any other potentially responsible parties if practicable.

While the scope or costs relative to the site in Shrewsbury will not be
material, the scope or costs relative to the City of St. Louis site are unknown
and may be material. None of our insurers have agreed that our insurance covers
the costs for which we intend to seek reimbursement. The majority of our
insurers have

9
<PAGE>

sent us letters reserving their rights with respect to the manufactured gas
plant issues addressed in our notices to them. Some of the insurers have denied
coverage with respect to these issues.

In our 1998 rate case, the Missouri Public Service Commission approved
our continued use of a cost deferral mechanism for these costs. Through this,
we may apply for appropriate rate recovery of these costs. The recovery of
these costs, however, may be challenged in future rate proceedings.

Where You Can Find More Information

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document that we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
information on the operation of the Public Reference Room. Our SEC filings also
are available to you at the SEC's website at "http://www.sec.gov."

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information we file later with the
SEC will automatically update and may supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 until all of the shares of Common Stock that we have
registered are sold:

. Annual Report on Form 10-K for the fiscal year ended September 30,
1998.

. Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 1998.

. Current Report on Form 8-K dated January 28, 1999.

. The description of the Common Stock contained in our registration
under Section 12 of the Securities Exchange Act of 1934, including
any amendment or report updating such description.

. The description of our Common Stock Purchase Rights contained in our
Form 8-A Registration Statement dated April 3, 1996.

You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and phone number:

Corporate Secretary

Laclede Gas Company

720 Olive Street

St. Louis, Missouri 63101

314-342-0531

You should rely only on the information contained in, or incorporated by
reference in, this prospectus. We have not, and the underwriters have not,
authorized anyone else to provide you with different information. We are not,
and the underwriters are not, making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information
incorporated in this prospectus is accurate as of any date other than the date
on the front of those documents.

10
<PAGE>

Price Range of Common Stock and Dividends

Our common stock is listed on the New York and Chicago Stock Exchanges
and is traded under the symbol "LG". The high and low sales prices for the
common stock as reported on the New York Stock Exchange composite transactions
reporting system and dividends declared for fiscal years 1997, 1998 and 1999 to
date are as follows:

<TABLE>
<CAPTION>
Quarterly Cash Price Range
Fiscal Year Dividends Declared High Low
- ----------- ------------------ --------- ---------
<S> <C> <C> <C>
1997:
First Quarter ........................ $ .32-1/2 $24-7/8 $22-1/4
Second Quarter........................ .32-1/2 24-5/8 20-7/8
Third Quarter......................... .32-1/2 23-1/8 20-1/4
Fourth Quarter........................ .32-1/2 24-5/8 21-5/8
---------
$1.30
=========
1998:
First Quarter......................... $ .33 $28-5/8 $23-5/8
Second Quarter........................ .33 27-15/16 23-15/16
Third Quarter......................... .33 25-7/16 22-15/16
Fourth Quarter........................ .33 25 22-3/8
---------
$1.32
=========
1999:
First Quarter......................... $ .33-1/2 $27 $23
Second Quarter........................ .33-1/2 27
Third Quarter (through )..........
</TABLE>
- --------

On , 1999, the last reported sale price of our common stock on the
New York Stock Exchange was $ per share. As of , 1999, we had
common stockholders of record.

Cash dividends on our common stock have been paid each year since 1946.

Our board of directors' current policy is to pay cash dividends on our
common stock on a quarterly basis. Future cash dividends will depend on our
earnings, financial condition, capital requirements and other factors deemed
relevant by our board of directors. See "Description of Common Stock" in this
prospectus for certain restrictions upon our ability to pay cash dividends.

We have a Dividend Reinvestment and Stock Purchase Plan. Under this plan,
stockholders may automatically reinvest, at the then current market price,
their common stock cash dividends in shares of our common stock. Participants
in this plan may make optional cash purchases of common stock at market prices
in amounts up to $30,000 per year. Additional information about this plan is
contained in its prospectus, which may be obtained from the plan agent, UMB
Bank, National Association, or from us:

<TABLE>
<S> <C>
UMB Bank, National Association Laclede Gas Company
Securities Transfer Division Corporate Secretary
P. O. Box 410064 720 Olive Street
Kansas City, Missouri 64141-
0064 St. Louis, Missouri 63101
1-800-884-4225 314-342-0531
</TABLE>

11
<PAGE>

Description of Common Stock

The following description of the terms of our common stock sets forth
general terms and provisions of our common stock. You should read our current
articles of incorporation, for more detailed terms of our common stock.

The total number of shares of capital stock which we have authority to
issue is 51,480,000 shares, consisting of 50,000,000 shares of common stock,
par value $1 per share, and 1,480,000 shares of preferred stock, par value $25
per share.

Dividend Rights and Limitations

Subject to the limitations referred to below, our board of directors may
declare and pay dividends on our common stock out of funds legally available
therefor.

Our Mortgage and Deed of Trust, dated as of February 1, 1945, which has
been amended and supplemented by 23 supplemental indentures over the years and
which secures our first mortgage bonds, contains several restrictions on our
ability to pay dividends on our common stock. Under the most restrictive of
these provisions, we may not declare or pay any dividend, other than a dividend
payable in our common stock, if, after the dividend, the aggregate net amount
spent for all similar dividends or acquisitions and retirements of stock after
September 30, 1953 would exceed an amount determined by using a formula
described in the mortgage.

As of December 31, 1998, however, this restriction did not impair our
ability to pay dividends. Using the formula, up to approximately $221 million
was available for distribution as of December 31, 1998.

Payment of dividends on our common stock is also subject to the
preferential rights of the holders of preferred stock to receive full
cumulative dividends, both past and current. Also, we may not pay dividends on
or acquire any of our common stock if our sinking fund obligations for our
preferred stock are not met. If our net earnings, as defined in our articles,
are less than our sinking fund obligations, an "excused failure" may occur. No
dividends may be paid on our common stock for 12 months following an excused
failure unless we make up the deficiencies in sinking fund payments. These
preferential rights and requirements do not currently impair our ability to pay
common stock dividends since:

.we have paid and continue to pay the preferred stock dividends as
required

. we have satisfied our sinking fund obligations to date, including
those for the period ending March 31, 1999 and

.no excused failure has occurred.

Our articles of incorporation also limit our ability to pay dividends on
our common stock if the amount of stated capital for our common stock plus
paid-in capital, capital surplus and retained earnings is less than 25% of our
total capitalization. This, too, does not currently impair our ability to pay
dividends on our common stock. At December 31, 1998, the amount of our stated
capital for our common stock plus paid-in capital, capital surplus and retained
earnings was approximately 59% of total capitalization, thus exceeding 25% of
our total capitalization.

Voting Rights

Our common stockholders are entitled to one vote per share at all
stockholder meetings. If, however, we default on six quarterly preferred stock
dividends, the holders of all series of our preferred stock will be entitled to
one vote per share on all matters other than the election of our directors. At
an election of our

12
<PAGE>

directors after such default, our preferred stockholders, voting as a separate
class, will have the right to elect the minimum number of our directors
required to constitute a majority of our full board. In those circumstances,
the remainder of our full board will be elected by our common stockholders,
voting as a separate class.

Cumulative voting is applicable to all elections of our directors.

Our board of directors is divided into three classes and each year one
class is elected to serve a three-year term.

Change in Control and Business Combination Provisions

In addition, our articles of incorporation:

. provide for the classification of our directors, with three-year
staggered terms

. generally require an affirmative vote of holders of at least two-
thirds of the outstanding shares of our common stock to remove all
or less than all of the members of our board of directors

. require an affirmative vote of holders of at least two-thirds of
the outstanding shares of our common stock to change the provision
relating to the classified board of directors, and

. require the affirmative vote of holders of at least 80% of the
outstanding shares of our common stock to approve certain business
combinations with some large shareholders, including those who own
more than 10% of our outstanding shares of common stock.

These provisions may have significant effects on stockholders' ability to
change the composition of an incumbent board of directors or to benefit from
transactions which may be opposed by an incumbent board of directors. Also,
these provisions may discriminate against some shareholders because of their
ownership of more than 10% of our common stock.

In addition, we, as a Missouri corporation, are subject to Missouri
corporate statutes which restrict the voting rights of a person who acquires
20% or more of our outstanding common stock as well as such person's ability to
enter into a business combination with us.

Preferred Stock

Our board of directors, without further action by our common
stockholders, may issue one or more series of preferred stock from time to
time, which may have terms more favorable than our common stock, including
preferential dividend, liquidation and redemption rights. As of , 1999,
there were 71,870 shares of preferred stock Series B and 6,510 shares of
preferred stock Series C outstanding.

Common Stock Purchase Rights

On May 1, 1996, we distributed a dividend of one common stock purchase
right for each share of our common stock outstanding at the close of business
on May 1, 1996. Each share issued in this offering will also include one
purchase right. For a more detailed description of the purchase rights, their
use and the meanings of the various terms used in relation to the purchase
rights, you should read the Rights Agreement between us and the rights agent.
UMB Bank, National Association is the current rights agent.

Each purchase right, when it becomes exercisable, as described below,
will entitle the registered holder to purchase a number of shares of our common
stock, at a purchase price of $60, subject to certain adjustments and other
specified conditions. Initially, the purchase rights are evidenced by our
common stock certificates and are transferred with, and only with, our common
stock.

13
<PAGE>

The purchase rights become exercisable upon the occurrence of a
"distribution date." The rights agreement defines a distribution date as the
earlier of:

. the tenth business day or a later date fixed by our board of
directors, after the date on which any person, who is generally
referred to as an acquiring person, commences a tender or exchange
offer which may result in that person and certain related persons
acquiring beneficial ownership of 20% or more of our outstanding
common stock and

. the tenth business day after:

--the first public announcement date by us or an acquiring person
that a person has become an acquiring person or

--the date on which we first have notice or otherwise determine
that a person has become an acquiring person.

An acquiring person excludes, however, those who inadvertently acquire
beneficial ownership of 20% or more of our outstanding common stock if that
person promptly and irrevocably commits to divest and does promptly divest
sufficient shares to reduce that person's percentage of beneficial ownership
below 20%.

If a distribution date occurs, generally each purchase right will
constitute the right to purchase from us that number of shares of our common
stock having a total current market price equal to twice the current purchase
price for a cash amount equal to that purchase price. The current market price
and purchase price are determined under the terms of the rights agreement. For
example, if the market price is $20 per share, and using the current purchase
price of $60 per share, then each purchase right would allow its holder to
purchase six shares for $60:

$120 (2 X $60 purchase price)
----------------------------- = 6
$20 (market price)

Purchase rights owned by the acquiring person and certain related persons,
however, will become void after a distribution date.

In addition, our board of directors may, at its option, at any time after
a distribution date and prior to the time an acquiring person and related
persons obtain 50% or more of our outstanding shares of common stock, elect to
exchange all or part of the outstanding purchase rights for shares of our
common stock. The exchange ratio would be one share of our common stock per
purchase right, with adjustments to reflect any stock split, stock dividend or
similar transaction after the date of the rights agreement. Immediately upon
such action by our board of directors, the exercisability of the purchase
rights would terminate and each purchase right would represent only the right
to receive that number of shares of common stock equal to the number of
purchase rights held by such holder multiplied by the exchange ratio. None of
the purchase rights of the acquiring person or related persons may be exchanged
since they will have become void.

If we are acquired in a merger or other similar business combination
where we are not the surviving corporation, or where our common stock is
exchanged or changed, or 50% or more of our assets or earning power is sold, we
will take such action as necessary to ensure that the purchase rights "flip-
over." With a flip-over, each purchase right would entitle each holder to
purchase common stock of the acquiring corporation having an aggregate market
price equal to twice the current purchase price of our common stock, as
determined under the terms of our rights agreement, for a cash amount equal to
that purchase price. For example, if the current market price of the acquiring
corporation's stock is $30, and using the current purchase price of $60 per
share, each purchase right would allow its holder to purchase four shares for
$60:

$120 (2 X $60 purchase price)
----------------------------- = 4
$30 (market price)

Here, too, the purchase rights of the acquiring person and certain related
persons will have become void.

14
<PAGE>

Our board of directors may redeem the purchase rights in whole, but not
in part, at a price of $0.01 per right at any time prior to the earlier of:

. the tenth business day following a stock acquisition date, as
defined in the rights agreement, and

. the close of business on May 1, 2006.

Under certain circumstances our rights agreement may be amended by our
board of directors without approval of our stockholders.

The purchase rights have certain anti-takeover effects. The purchase
rights may cause substantial dilution to a person or group that attempts to
acquire us without board approval. The purchase rights will not interfere with
any merger or other business combination with a third party approved by our
board of directors since the board of directors may, at its option, redeem all
but not less than all of the then outstanding purchase rights as described
above.

Miscellaneous

Our outstanding common stock is, and our common stock to be issued in the
offering will be, fully paid and non-assessable. Holders of our common stock
have limited preemptive rights. Our articles of incorporation generally give
holders of our common stock preemptive rights if our common stock is to be sold
solely for money and other than:

. by a public offering

. through underwriters who agree to promptly make a public offering
or

. with the authorization of the holders of a majority of our common
stock.

On liquidation, after payment of the liquidation preferences of our preferred
stock, the holders of our common stock will be entitled to receive all amounts
remaining for distribution to our stockholders.

The transfer agent and registrar for our common stock is UMB Bank,
National Association, Kansas City, Missouri.

Our outstanding common stock is, and the shares of our common stock to be
issued in this offering will be, listed on the New York and Chicago Stock
Exchanges.

15
<PAGE>

Underwriting

Merrill Lynch, Pierce, Fenner & Smith Incorporated and A.G. Edwards &
Sons, Inc. are acting as representatives of the underwriters named below.
Subject to the terms and conditions set forth in the underwriting agreement, we
have agreed to sell to the underwriters, and the underwriters severally have
agreed to purchase from us, the respective number of shares of our common stock
indicated below:

<TABLE>
<CAPTION>
Number of
Underwriter Shares
----------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................................
A.G. Edwards & Sons, Inc. .......................................
---------
Total ...................................................... 1,100,000
=========
</TABLE>

In the underwriting agreement, the several underwriters have each agreed,
subject to the terms and conditions set forth in the agreement, to purchase all
of the shares of common stock being sold under the agreement, if any of the
shares of our common stock being sold under the agreement are purchased. Under
some circumstances involving a defaulting underwriter, the commitments of non-
defaulting underwriters may be increased.

The representatives of the underwriters have advised us that they propose
initially to offer the shares of our common stock to the public at the public
offering price set forth on the cover page of this prospectus, and to some
dealers at the public offering price less a concession not in excess of $.
per share. The underwriters may allow, and these dealers may reallow, a
discount not in excess of $. per share of our common stock on sales to other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

We have granted an option to the underwriters, exercisable for 30 days
after the date of this prospectus, to purchase up to an aggregate of 150,000
additional shares of our common stock at the public offering price set forth on
the cover page of this prospectus less the underwriting discount. The
underwriters may exercise this option solely to cover over-allotments, if any,
made on the sale of our common stock to be issued in this offering. If the
underwriters exercise this option, each underwriter will be obligated, subject
to certain conditions, to purchase a number of additional shares of our common
stock proportionate to that underwriter's initial amount reflected in the table
above.

The following table shows the per share and total underwriting discount
to be paid by us to the underwriters. This information is presented assuming
either no exercise or full exercise by the underwriters of their over-allotment
option.

<TABLE>
<CAPTION>
No Exercise Full Exercise
Per Share of Option of Option
--------- ----------- -------------
<S> <C> <C> <C>
Public Offering Price ................ $ $ $
Underwriting Discount ................
Proceeds, before expenses, to us .....
</TABLE>

The expenses of this offering are estimated at $150,000 and are payable
by us.

16
<PAGE>

The shares of our common stock are being offered by the several
underwriters, subject to prior sale, when, as and if issued to and accepted by
them, subject to approval of certain legal matters by counsel for the
underwriters and subject to certain other conditions. The underwriters reserve
the right to withdraw, cancel or modify such offer and to reject orders in
whole or in part.

We have agreed not to offer or sell any other shares of our common stock
or securities convertible into or exchangeable for our common stock for 120
days after the date of this prospectus. There are some exceptions to this
restriction, including the issuance of our common stock in connection with our
employee benefit plans, our Restricted Stock Plan for Non-Employee Directors
and the Drip Plan.

We have agreed to indemnify the underwriters against certain liabilities,
including certain liabilities under the Securities Act of 1933, or to
contribute to payments the underwriters may be required to make in respect
thereof.

Until the distribution of the shares of our common stock is completed,
rules of the SEC may limit the ability of the underwriters and certain selling
group members to bid for and purchase the shares of our common stock. As an
exception to these rules, the representatives of the underwriters are permitted
to engage in certain transactions that stabilize the price of our common stock.
Such transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of our common stock.

If the underwriters create a short position in our common stock in
connection with this offering, i.e., if they sell more shares of common stock
than are set forth on the cover page of this prospectus, the representatives of
the underwriters may reduce that short position by purchasing our common stock
in the open market. The representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described
above.

The representatives of the underwriters may also impose a penalty bid on
certain underwriters and selling group members. This means that if the
representatives purchase shares of our common stock in the open market to
reduce the underwriters' short position or to stabilize the price of our common
stock, they may reclaim the amount of the selling concession from the
underwriters and selling group members who sold those shares as part of this
offering.

In general, purchases of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchases. The imposition of a penalty
bid might also have an effect on the price of our common stock to the extent
that it discourages resales of our common stock.

Neither we nor any of the underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In addition, neither
we nor any of the underwriters makes any representation that the
representatives of the underwriters will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.

Some of the underwriters or their affiliates have provided investment or
commercial banking services to us in the past and are likely to do so in the
future. They receive customary fees and commissions for these services.

17
<PAGE>

Legal Opinions

Opinions as to the legality of the shares of our common stock to be
issued in this offering will be delivered by Gerald T. McNeive, Jr., our Senior
Vice President-Finance and General Counsel, and by Winthrop, Stimson, Putnam &
Roberts, New York, New York, counsel for the underwriters.

Experts

The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from our Annual Report on Form 10-
K for the year ended September 30, 1998 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference and has been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.

18
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with
the issuance and sale of the Common Stock being registered.

<TABLE>
<S> <C>
Filing fee--Securities and Exchange Commission:
Registration Statement........................................ $ 7,787.48
Filing fee--National Association of Securities Dealers Inc...... 3,301.25
New York Stock Exchange listing fees............................ 4,375.00
Chicago Stock Exchange listing fees............................. 6,250.00
*Accountants' fee............................................... 25,000.00
*Printing costs................................................. 75,000.00
*Miscellaneous expense (including blue-sky expense)............. 28,286.27
-----------
*Total Expenses............................................... $150,000.00
===========
</TABLE>
- --------
*Estimated

Item 15. Indemnification of Directors and Officers.

Under Section 351.355 of The General and Business Corporation Law of
Missouri (the "Indemnification Statute"), Laclede Gas Company (the "Company")
may indemnify any present or former director, officer, employee or agent of the
Company who was or is a party or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the Company
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. If the action or suit is
by or in the right of the Company, (1) the Company may indemnify him against
expenses, including attorneys' fees and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Company, and (2) no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the court in which the
action or suit was brought determines upon application that the person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction or plea of nolo contendere does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interest of the Company, and, with respect to criminal proceedings, had
reasonable cause to believe his conduct was unlawful.

The Indemnification Statute further provides that the Company has the
power to give any additional indemnity to any person who is or was a director,
officer, employee or agent, provided that such additional indemnity is
authorized by the articles of incorporation or any by-law or agreement of the
Company adopted by a vote of the stockholders; however, the Company shall not
indemnify any person from or on account of such person's conduct that was
finally adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct.

The above is a general summary of the Indemnification Statute and is
subject in all cases to the specific and detailed provisions of The General and
Business Corporation Law of Missouri.

II-1
<PAGE>

The Company's Articles provide that the Company shall indemnify each of
its directors and officers to the full extent permitted by the Indemnification
Statute and, in addition, shall indemnify each of them against all expenses
incurred in connection with any claim by reason of the fact that such director
or officer is or was, serving the Company, or at the request of the Company, in
any of the capacities referred to in the Indemnification Statute, or arising
out of such person's status in any such capacity, provided that the Company
shall not indemnify any person from or on account of such person's conduct that
was finally adjudged to have been knowingly fraudulent, deliberately dishonest
or willful misconduct, or to the extent that such indemnification shall
otherwise be finally adjudged to be prohibited by applicable law.

The Indemnification Statute further provides that the Company may
purchase and maintain insurance, on behalf of any person who is or was a
director, officer, employee or agent of the Company, against any liability
asserted against him and incurred by him in any such capacity. In accordance
with this section, the Company has obtained insurance protecting the officers
and directors against certain liabilities.

The Company has also entered into indemnification agreements with each of
its directors and officers that (1) provide for the indemnification of each
such director and officer to the extent provided for by the Articles as
described above and (2) state that the indemnification provided thereunder
shall survive the elimination or modification of the Articles with respect to
claims that have arisen prior to such elimination or modification.

Each of the underwriters has also agreed to indemnify the Company, its
directors and each of its officers who signs this registration statement
against certain liabilities, including certain liabilities under the Securities
Act of 1933, or to contribute to payments such directors and officers may be
required to make in respect thereof.

The rights of indemnification provided for above are not exclusive of any
other rights of indemnification to which the persons seeking indemnification
may be entitled under the Articles or the Company's By-Laws or any agreement,
vote of stockholders or disinterested directors, or otherwise.

Item 16. List of Exhibits.

II-2
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
4.5** Fourteenth Supplemental Indenture, dated as of October 26, 1976; filed
on June 26, 1979 as Exhibit b-4 to Registration Statement No. 2-64857.
4.6** Eighteenth Supplemental Indenture, dated as of November 15, 1989;
filed as Exhibit 28(b) to the Registration Statement No. 33-38413.
4.7** Nineteenth Supplemental Indenture, dated as of May 15, 1991; filed on
May 16, 1991 as Exhibit 4.01 to the Company's Form 8-K (File No. 1-
1822).
4.8** Twentieth Supplemental Indenture, dated as of November 1, 1992; filed
on November 4, 1992 as Exhibit 4.01 to the Company's Form 8-K (File
No. 1-1822).
4.9** Twenty-First Supplemental Indenture, dated as of May 1, 1993; filed on
May 13, 1993 as Exhibit 4.01 to the Company's Form 8-K (File No. 1-
1822).
4.10** Twenty-Second Supplemental Indenture, dated as of November 15, 1995;
filed on December 3, 1995 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.11** Twenty-Third Supplemental Indenture, dated as of October 15, 1997;
filed on November 6, 1997 as Exhibit No. 4.01 to the Company's Form 8-
K (File No. 1-1822).
Opinion of Gerald T. McNeive, Jr., Senior Vice President-Finance and
5* General Counsel.
23(a)* Consent of Gerald T. McNeive, Jr. (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24* Power of Attorney.
</TABLE>
- --------

* Previously filed with Registration Statement No. 333-74423 on March 15,
1999.

** Incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(2) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(3) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any

II-3
<PAGE>

action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-4
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 and has duly caused this amendment
no. 1 to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, and State of
Missouri, on the 14th day of April, 1999.

LACLEDE GAS COMPANY

/s/ G.T. McNeive, Jr.
By:__________________________________
Gerald T. McNeive, Jr.
Senior Vice President-Finance and
General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 1 to its registration statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
*D. H. Yaeger Chairman of the Board, April 14, 1999
____________________________________ President, Chief Executive
(D. H. Yaeger) Officer and Director

/s/ G. T. McNeive, Jr. Senior Vice President- April 14, 1999
____________________________________ Finance and General Counsel
(G. T. McNeive, Jr.) (Principal Financial
Officer)
/s/ J. A. Fallert Controller April 14, 1999
____________________________________
(J. A. Fallert)
*A. B. Craig, III Director April 14, 1999
____________________________________
(A. B. Craig, III)
*H. Givens Director April 14, 1999
____________________________________
(H. Givens)
*C. R. Holman Director April 14, 1999
____________________________________
(C. R. Holman)
*R. C. Jaudes Retired, Chairman of the April 14, 1999
____________________________________ Board and Director
(R. C. Jaudes)
*M. A. Krey Director April 14, 1999
____________________________________
(M. A. Krey)
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----

<S> <C> <C>
*W. E. Nasser Director April 14, 1999
____________________________________
(W. E. Nasser)

*R. P. Stupp Director April 14, 1999
____________________________________
(R. P. Stupp)
*H. E. Trusheim Director April 14, 1999
____________________________________
(H. E. Trusheim)

/s/ G. T. McNeive, Jr.

*By: _______________________________ April 14, 1999
G. T. McNeive, Jr.
(Attorney-in-Fact)
</TABLE>

II-6
<PAGE>

INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
1.1* Form of Underwriting Agreement for Common Stock.
4.1** Articles of Incorporation of Laclede Gas Company as of February 11,
1994, filed on February 22, 1994 as Exhibit 4(b) to the Company's
Registration Statement No. 33-52357.
4.2** By-Laws of Laclede Gas Company effective January 26, 1995; filed as
Exhibit 4.2 to the Company's Registration Statement No. 33-58757.
4.2(a)** Amendment to the Company's By-Laws, effective at the close of
business on July 24, 1997; filed as Exhibit 3.01 to the Company's 10-
Q for the fiscal quarter ended June 30, 1997 (File No. 1-1822).
4.2(b)** Amendment to the Company's By-Laws, effective at the close of
business on November 20, 1997; filed as Exhibit 3.01(ii) to the
Company's 10-Q for the fiscal quarter ended December 31, 1997 (File
No. 1-1822).
4.3** Rights Agreement, filed as Exhibit 1 to Form 8-A Registration
Statement dated April 3, 1996 (File No. 1-1822).
4.4** Mortgage and Deed of Trust, dated as of February 1, 1945; filed as
Exhibit 7-A to Registration Statement No. 2-5586.
4.5** Fourteenth Supplemental Indenture, dated as of October 26, 1976;
filed on June 26, 1979 as Exhibit b-4 to Registration Statement No.
2-64857.
4.6** Eighteenth Supplemental Indenture, dated as of November 15, 1989;
filed as Exhibit 28(b) to the Registration Statement No. 33-38413.
4.7** Nineteenth Supplemental Indenture, dated as of May 15, 1991; filed on
May 16, 1991 as Exhibit 4.01 to the Company's Form 8-K (File No. 1-
1822).
4.8** Twentieth Supplemental Indenture, dated as of November 1, 1992; filed
on November 4, 1992 as Exhibit 4.01 to the Company's Form 8-K (File
No. 1-1822).
4.9** Twenty-First Supplemental Indenture, dated as of May 1, 1993; filed
on May 13, 1993 as Exhibit 4.01 to the Company's Form 8-K (File No.
1-1822).
4.10** Twenty-Second Supplemental Indenture, dated as of November 15, 1995;
filed on December 3, 1995 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).
4.11** Twenty-Third Supplemental Indenture, dated as of October 15, 1997;
filed on November 6, 1997 as Exhibit No. 4.01 to the Company's Form
8-K (File No. 1-1822).
Opinion of Gerald T. McNeive, Jr., Senior Vice President-Finance and
5* General Counsel.
23(a)* Consent of Gerald T. McNeive, Jr. (included in Exhibit 5).
23(b) Consent of Deloitte & Touche LLP.
24* Power of Attorney.
</TABLE>
- --------

* Previously filed with Registration Statement No. 333-74423 on March 15,
1999.

** Incorporated herein by reference.

II-7

<PAGE>

Exhibit 23(b)

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-74423 of Laclede Gas Company on Form S-3 of our
report dated November 19, 1998, appearing in the Annual Report on Form 10-K of
Laclede Gas Company for the year ended September 30, 1998 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.

St. Louis, Missouri
April 14, 1999

/s/ Deloitte & Touche LLP