This amendment to the Annual Report on Form 10-K of Peoples Energy amends and restates the first paragraph under the heading "Cash Flow Activities" in Item 7 - Management's Discussion and Analysis of Results of Operations and Financial Condition - "Liquidity and Capital Resources". Information contained in Item 7 of the combined Form 10-K reported by The Peoples Gas Light and Coke Company and North Shore Gas Company is not being amended by this Form 10-K/A.

Net cash provided by operating activities for the Company declined $138.5 million in fiscal 2000, due principally to reductions related to net receivables ($48.1 million), other assets ($42.3 million), gas costs recoverable ($37.0 million), accrued taxes ($34.9 million), and gas in storage ($12.3 million). These negative factors were offset in part by increases associated with deferred credits ($34.7 million) and gas sales revenue refundable ($11.4 million).

Net cash provided by operating activities for the Company increased $26.3 million in fiscal 1999, due chiefly to an increase in net income and changes in other assets and accounts payable. Partially offsetting these items were changes in net receivables, deferred credits and other liabilities and gas costs recoverable.

Net cash used in investing activities for the Company for 2000 and 1999 largely represents the level of capital expenditures and equity investments (capital spending) for the Company and its subsidiaries in the year. Also contributing to the change in investing activities were advances to joint venture partnerships.

In 2000, net cash provided by financing activities for the Company increased $212.5 million, reflecting the issuance of variable rate notes and increased short-term debt, partially offset by the repurchase of 249,100 shares of Company common stock. (See Note 12 of the Notes to Consolidated Financial Statements.)

In 1999, net cash provided by financing activities for the Company increased $98.0 million, due mainly to increased short-term borrowing by the Company to fund activities of its diversified business segments and the issuance of long-term debt by the utilities, offset by the retirement of long-term debt and the payment of dividends.

In 2000, net cash provided by operating activities for Peoples Gas decreased $90.3 million due primarily to changes in other assets, net receivables, gas costs recoverable and accrued taxes. Partially offsetting these decreases was an increase in accounts payable.

Net cash provided by operating activities for Peoples Gas increased $33.9 million in fiscal 1999, due primarily to changes in deferred charges, accounts payable, and gas in storage, as well as an increase in net income, partially offset by changes in other deferred credits and other liabilities, receivables - net, and accrued unbilled revenues.

In 2000, net cash used in investing activities by Peoples Gas declined $9.7 million, due principally to the implementation of the C-first customer information system in February 2000.

In 2000, net cash used in financing activities by Peoples Gas increased $78.8 million, reflecting the new issuance of variable rate notes.

Net cash used in financing activities by Peoples Gas decreased $8.8 million in fiscal 1999, primarily due to a reduction in dividends paid on common stock, partially offset by the retirement of long-term debt.

In 2000, net cash provided by operating activities for North Shore Gas declined $16.7 million, due to changes in gas costs recoverable, accrued taxes and other assets.

Net cash provided by operating activities for North Shore Gas decreased $7.8 million in fiscal 1999, due primarily to changes in other deferred credits and other liabilities, receivables net, deferred income taxes and investment tax credits net, and gas costs recoverable, partially offset by changes in deferred charges and accrued taxes.

In 2000, net cash used in investing activities by North Shore Gas decreased $19.5 million, due principally to the implementation of the C-first customer information system in February of 2000.

Net cash used in investing activities by North Shore Gas in fiscal 1999 increased $ 11.4 million due to an increase in capital expenditures and to a temporary cash investment.

In 2000, net cash used in financing activities by North Shore Gas declined $1.7 million, due to the increase in short-term debt.

Net cash used in financing activities by North Shore Gas decreased $10.5 million in fiscal 1999, due to the issuance of long-term debt, a reduction in dividends paid on common stock, and the prior year's repayment of short-term debt, partially offset by the retirement of long-term debt.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.