Edgar Filing: LACLEDE GROUP INC

As filed with the Securities and Exchange Commission on October 1, 2001

Registration No. 333-40362

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO

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

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THE LACLEDE GROUP, INC.
(Exact name of Registrant as specified in its charter)

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Missouri 74-2976504
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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

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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 Registrants' principal executive offices)

D. H. Yaeger, G. T. McNeive, Jr., or M. C. Kullman
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 of Registrants)
Copies to:
GERALD T. McNEIVE, JR., ESQ. TODD W. ECKLAND, ESQ.
MARY C. KULLMAN, ESQ. Pillsbury Winthrop LLP
720 Olive Street One Battery Park Plaza
St. Louis, Missouri 63101 New York, New York 10004-1490
(314) 342-0500 (212) 858-1000

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. /X/
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. / /

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EXPLANATORY NOTE

This Registration Statement (No. 333-40362) as
originally filed contained three forms of prospectuses
related to offerings of the following securities of Laclede
Gas Company:

1. First Mortgage Bonds.
2. Debt Securities.
3. Common Stock and Preferred Share Purchase Rights.

$80 million of such first mortgage bonds have been issued by Laclede
Gas Company, leaving $270 million worth of unissued securities registered
hereunder. On October 1, 2001 The Laclede Group, Inc. became the holding
company for Laclede Gas Company, and each share of common stock of Laclede
Gas Company outstanding on October 1, 2001 was deemed to be one share of The
Laclede Group, Inc. common stock.

This Post-Effective Amendment No. 1 is being filed only with respect to
the common stock of The Laclede Group, Inc., par value $1.00 per share that
was originally Laclede Gas common stock registered on Form S-3 by Laclede
Gas Company (File No. 333-40362). Laclede Gas Company remains the registrant
for purposes of the registered first mortgage bonds and debt securities. The
registration fee in respect of the common stock registered under File No.
333-40362 was paid at the time of the original filing of the Registration
Statement on Form S-3 by Laclede Gas Company.

The information in this prospectus is not complete and may be changed.
Laclede Gas Company may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 28, 2000

PROSPECTUS
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$350,000,000

LACLEDE GAS COMPANY

FIRST MORTGAGE BONDS

We may offer from time to time our first mortgage bonds.

We will provide specific terms of any first mortgage bonds we offer,
including their offering prices, interest rates and maturities, in
supplements to this prospectus. The supplements may also add, update or
change information contained in this prospectus. You should read this
prospectus and any supplements carefully.

We may offer our first mortgage bonds directly or through underwriters,
agents or dealers. The supplements to this prospectus will describe the
terms of any particular plan of distribution, including any underwriting
arrangements. The "Plan of Distribution" section of this prospectus also
provides more information on this topic.

Our principal executive offices are located at 720 Olive Street, St.
Louis, Missouri 63101 and our telephone number is (314) 342-0500.

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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.

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THE DATE OF THIS PROSPECTUS IS JULY 24, 2000

TABLE OF CONTENTS

Page
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Laclede Gas Company..............................................3
Where You Can Find More Information..............................3
Ratio of Earnings to Fixed Charges...............................4
Use of Proceeds..................................................4
Description of First Mortgage Bonds..............................4
Plan of Distribution.............................................12
Experts..........................................................13
Legal Opinions...................................................14

LACLEDE GAS COMPANY

We are a public utility that distributes and transports natural gas. We
serve approximately 637,000 customers as of March 31, 2000 in the City of
St. Louis, St. Louis County and parts of eight other counties in eastern
Missouri and are subject to the jurisdiction of the Missouri Public Service
Commission. Generally, we sell gas for househeating, certain other household
uses, and commercial and industrial space heating. 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.

For the three months ended March 31, 2000, we had operating utility
revenues of $230 million, approximately 63% of which came from sales to
residential customers and 25% from sales to commercial and industrial
customers. The balance of our utility operating revenues are primarily
attributable to our off-system sales, gas supply incentive plan and
transportation service. Due to the seasonal nature of our business, earnings
are typically concentrated in the first six months of the fiscal year, which
generally corresponds with the heating season.

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. We are incorporating by reference
the documents listed below and any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the first mortgage bonds offered by this prospectus or
they are removed from registration by means of a post-effective amendment.
Any of those future filings will update, supercede and replace the
information contained in any documents incorporated by reference in this
prospectus at the time of the future filings.

o Annual Report on Form 10-K for the fiscal year ended September 30,
1999.

o Quarterly Reports on Form 10-Q for the fiscal quarters ended December
31, 1999 and March 31, 2000.

o Current Reports on Form 8-K filed on October 29, 1999 and January 28,
2000.

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 and any prospectus supplement. We have not,
and any underwriters, agents or dealers have not, authorized anyone else to
provide you with different information. We are not, and any underwriters,
agents or dealers 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 and any prospectus supplement is accurate as
of any date other than the date on the front of such documents.

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows our ratio of earnings to fixed charges for
the periods indicated:

Fiscal Years Ended September 30,
--------------------------------
Twelve Months ended
March 31, 2000 1999 1998 1997 1996 1995
------------------- ---- ---- ---- ---- ----

2.79 2.93 3.01 3.62 3.81 2.65

USE OF PROCEEDS

Except as may be set forth in any prospectus supplement, the net
proceeds from the sale of our first mortgage bonds will be used to reduce
short-term debt, to redeem or discharge certain maturing long-term
indebtedness, to finance a portion of our capital expenditures, to reimburse
our treasury, for corporate development purposes including, without
limitation, acquisitions made by us, and for other general corporate
purposes.

DESCRIPTION OF FIRST MORTGAGE BONDS

GENERAL. The first mortgage bonds offered by this prospectus are to be
issued under our Mortgage and Deed of Trust, dated as of February 1, 1945,
to Mississippi Valley Trust Company, as trustee. State Street Bank and Trust
Company of Missouri, N.A., is the current trustee. The Mortgage and Deed of
Trust as supplemented and amended and as may be further supplemented and
amended is referred to as the "Mortgage." The following description sets
forth certain general terms and provisions of our first mortgage bonds and
the

Mortgage. You should read the Mortgage for provisions that may be
important to you. We will describe the particular terms of any series of
first mortgage bonds and provisions that vary from those described below in
one or more prospectus supplements.

The prospectus supplement relating to any series of first mortgage
bonds being offered will include specific terms relating to that offering.
These terms will include any of the following terms that apply to that
series:

o the date or dates on which the principal of the first mortgage bonds
will be payable and how it will be paid;

o the rate or rates at which the first mortgage bonds will bear interest;

o the place for payment and for the registration and transfer of the
first mortgage bonds;

o the date or dates from which interest on the first mortgage bonds will
accrue, the interest payment dates on which interest will be paid, and
the record dates for interest payments;

o any date or dates on which, and the price or prices at which, the first
mortgage bonds may be redeemed at our option and any restrictions on
such redemption;

o any sinking fund or other provisions or options held by holders of
first mortgage bonds that would obligate us to repurchase or otherwise
redeem the first mortgage bonds; and

o any other terms of the first mortgage bonds not inconsistent with terms
of the Mortgage.

PAYMENT AND PAYING AGENT. Interest on the first mortgage bonds payable
on the applicable interest payment date will be paid to the person in whose
name the first mortgage bond is registered at the close of business on the
record date for the interest payment date. However, if we default in the
payment of interest on any first mortgage bond, the defaulted interest will
be paid to the person in whose name the first mortgage bond is registered on
the date of payment of such defaulted interest. (See Supplemental Indenture
Section 2.7.)

Unless otherwise specified in the prospectus supplement, principal and
interest on first mortgage bonds at maturity will be paid upon presentation
of the first mortgage bonds at the corporate trust office of the trustee in
The City of New York as paying agent for us. We may change the place of
payment on the first mortgage bonds, may appoint one or more additional
paying agents (including us) and may remove any paying agent, all at our
discretion. (See Mortgage Sections 9.03 and 9.04.)

REGISTRATION AND TRANSFER. The first mortgage bonds will be issued only
as fully registered bonds without coupons and in the denomination of $1,000,
and, at our option, in any multiple or multiples of $1,000 and will be
exchangeable for other first mortgage bonds

of the same series in other authorized denominations, for a like aggregate
principal amount. The Mortgage allows us at our option to charge up to two
dollars per first mortgage bond for a transfer or exchange as well as a sum
sufficient to cover any applicable taxes or other governmental charges in
either case. (See Mortgage Section 2.05.) Unless otherwise specified in the
applicable prospectus supplement, transfers and exchanges of the first
mortgage bonds may be made at State Street Bank and Trust Company of
Missouri, N.A., One Metropolitan Square, St. Louis, MO 63101. We are not
required to make transfers or exchanges of first mortgage bonds:

o for a period of ten days prior to an interest payment date;

o for a period of fifteen days prior to the selection of first mortgage
bonds for redemption; or

o of any first mortgage bonds called or selected for redemption in full.

(See Supplemental Indenture Section 2.8 and Mortgage Section 2.05.)

SATISFACTION AND DISCHARGE. We will be discharged from our obligations
on the first mortgage bonds, or any portion of the principal amount of the
first mortgage bonds, if we irrevocably deposit with the trustee sufficient
cash to pay the principal, or portion of principal, interest and any other
sums when due on the first mortgage bonds at their maturity, stated maturity
date or redemption. (See Mortgage Section 19.01.)

The Mortgage will be deemed satisfied and discharged when no first
mortgage bonds issued under the Mortgage remain outstanding and when we have
paid all other sums payable by us under the Mortgage. (See Mortgage Section
19.01.)

CONSOLIDATION, MERGER AND SALE OF ASSETS. The Mortgage does not prevent
our consolidation with or merger into another corporation or our sale or
lease of all or substantially all of the mortgaged property to a corporation
provided:

o we effect the transaction so as to preserve and not impair the lien
of the Mortgage;

o any lease is subject to immediate termination by (a) us or the trustee
at any time during a completed default under the Mortgage or (b) a
purchaser of the property at a sale under the Mortgage; and

o the payment of the principal and interest of all first mortgage bonds
issued under the Mortgage and the performance and observance of all of
our covenants and conditions in the Mortgage are expressly assumed by
the successor corporation.

The successor corporation may exercise our same powers and rights under the
Mortgage. The Mortgage will not become a lien upon any of the property or
franchises of the successor corporation, except:

o property which the successor corporation may acquire or construct which
becomes an integral part of the property covered by the Mortgage;

o property used by the successor corporation as the basis
under the Mortgage for the issuance of first mortgage
bonds; or

o franchises, repairs and additional property as may be acquired, made or
constructed by the successor corporation (a) to maintain, renew and
preserve the mortgaged property or (b) in pursuance of some covenant or
agreement under the Mortgage.

(See Mortgage Sections 17.02 and 17.03.)

The Mortgage does not restrict transactions in which we are the surviving
entity. (See Mortgage Section 17.01.)

EMINENT DOMAIN PROVISION. If any governmental body or agency exercises
any right which it may have through eminent domain or otherwise to purchase
or designate a purchaser of all or substantially all of the mortgaged
property, or if we sell all or substantially all of such property to any
governmental body or agency, then we shall have the right to redeem all
first mortgage bonds outstanding under the Mortgage. The first mortgage
bonds would be redeemed at their principal amounts plus accrued interest to
the date of redemption together with any premiums as may be required. We
covenant that in any of such events we will deposit with the trustee an
amount in cash as needed so that all moneys then held by the trustee shall
be sufficient to redeem all first mortgage bonds outstanding under the
Mortgage. The trustee will then take such steps as may be necessary to
effect the redemption. The trustee will use the moneys so deposited with or
held by it for the redemption. If we fail to take any steps necessary to
effect the prompt redemption of the first mortgage bonds, the trustee shall
have the power in our name, or otherwise, to take such steps. The trustee,
however, is under no obligation to take any such steps unless the amount of
cash on deposit with the trustee shall be sufficient to effect the
redemption. (See Mortgage Section 13.06.)

PRIORITY AND SECURITY. The Mortgage creates a continuing lien to secure
the payment of the principal of, and interest on, all first mortgage bonds
issued under the Mortgage, which are in all respects equally and ratably
secured without preference, priority or distinction. The lien of the
Mortgage covers substantially all of our properties (real, personal and
mixed) and franchises, whether now owned or hereafter acquired, with certain
exceptions, including:

o cash,

o shares of stock,

o obligations (including bonds, notes and other securities),

o property acquired for the purpose of sale or resale in the usual
course of business or for consumption in the operation of our
properties,

o construction equipment acquired for temporary use,

o vehicles and automobiles, and

o all judgments, accounts and choses in action.

The lien of the Mortgage is subject to certain permitted liens and
encumbrances:

o restrictions, exceptions and reservations of easements, rights of way
or otherwise contained in any and all deeds and/or other conveyances
under or through which we claim title thereto;

o with respect to property acquired since the execution of the Mortgage,
all defects and limitations of title and all other encumbrances
existing at the time of such acquisition, including any purchase money
mortgage or lien created at the time of acquisition;

o defects of title with respect to certain real estate of minor importance
acquired by us since 1945;

o liens and deeds of trust on our leasehold estate at our general offices;
and

o excepted encumbrances as defined in the Mortgage.

(See Mortgage Section 1.06 and Granting Clauses.)

MAINTENANCE AND IMPROVEMENT FUND. As long as any first mortgage bonds
are outstanding under the Mortgage, we must pay annually to the trustee cash
equal to 2 3/4% of the average amount of our gross property account (see
Mortgage Section 9.07III) less certain credits. These credits consist of:

o credit for ordinary maintenance and repairs to the mortgaged property
in the calendar year in question;

o credit for expenditures since August 31, 1942, for property
additions, which have not been made the basis for the issuance of
first mortgage bonds, for a prior credit or as to which the right to
have first mortgage bonds authenticated has been waived (this credit
is limited to the cost of mortgaged property retired subsequent to
August 31, 1942);

o credit for property additions which could be the basis for the
issuance of first mortgage bonds, but which first mortgage bonds have
not yet been issued;

o credit for outstanding first mortgage bonds surrendered to the
trustee for cancellation; and

o credit up to $2,000,000 for the payment of certain debentures which
were issued in 1945 and have now been paid.

If the credits taken exceed the amount of the annual payment which
would otherwise be required, the excess credits may be carried forward from
year to year. The credit balance which is shown on the most recent
certificate, which was filed in 2000 for the calendar year 1999 and may,
therefore, be carried forward, is $78,764,570. (See Mortgage Section 9.07.)

ISSUANCE OF ADDITIONAL FIRST MORTGAGE BONDS. The aggregate amount of
first mortgage bonds which may be issued under the Mortgage is unlimited.
The first mortgage bonds of each series shall be of such denominations,
date, maturity and interest rate and may have such redemption or sinking
fund provisions and such other terms as our board of directors may
determine. Sinking fund provisions for first mortgage bonds of one series
may be inapplicable to first mortgage bonds of another series.

The Mortgage permits the issuance of additional first mortgage bonds
under Articles VI, VII or VIII.

Under Article VI, first mortgage bonds may be issued against unfunded
property additions in a principal amount not exceeding 60% of the cost or
fair value thereof after making certain adjustments. (See Mortgage Article
VI and Section 1.04.) Unfunded property additions, at March 31, 2000,
amounted to $416,233,107. The Mortgage (Section 6.05) requires, as a
prerequisite to the authentication of first mortgage bonds under Article VI,
net earnings (as defined) for any 12 consecutive months within the 15
preceding months at least twice the amount of the annual interest
requirements on all first mortgage bonds that will be outstanding under the
Mortgage after such authentication. Alternatively, we may deliver a
certificate to the trustee that shows our net earnings after provisions for
depreciation, depletion and amortization of property, for any 12 consecutive
months within the 15 months preceding the proposed issuance date of the
additional first mortgage bonds, at least 2 1/4 times the amount of total
annual interest charges on our funded debt, including the additional first
mortgage bonds to be issued. Funded debt means all of our debt with a term
of at least one year. (See Supplemental Indenture Section 4.3 or 5.4, as
applicable.)

Article VII allows the issuance of first mortgage bonds based upon the
retirement of first mortgage bonds previously outstanding. The principal
amount of first mortgage bonds issued under Article VII may not exceed the
principal amount of first mortgage bonds previously issued and retired which
have not been made the basis of certain credits. As of June 1, 2000, $47
million of previously issued and retired first mortgage bonds are available
to support the issuance of additional first mortgage bonds. The Mortgage
also provides that so long as any of the first mortgage bonds offered by
this prospectus are outstanding additional first mortgage bonds may not be
issued on the basis of first mortgage bonds which were taken as a credit
against any sinking fund or as a credit against the annual maintenance and
improvement payment. (See Mortgage Section 7.01 and Supplemental Indenture
Section 5.3)

The Mortgage also permits the issuance of additional first mortgage
bonds under Article VIII of a principal amount equal to an amount of cash
deposited with the trustee. A prerequisite to the authentication of first
mortgage bonds under this Article is the delivery of a net earnings
certificate like that required under Article VI. (See Mortgage Section
8.01.) We may also replace the net earnings certificate with the alternative
form similarly allowed under Article VI. We may later withdraw the cash
after substituting either property additions or first mortgage bonds
previously retired. In such case, we waive the right to issue other first
mortgage bonds of a principal amount equal to the amount of cash withdrawn.
(See Mortgage Section 8.02.)

RELEASE AND SUBSTITUTION OF PROPERTY. Unless we are in default under
the Mortgage, property may be released against:

o cash or, to a limited extent, purchase money mortgages

o property additions, and

o the waiver of the right to issue first mortgage bonds.

Any cash deposited may be withdrawn upon the basis of property additions and
the waiver of the right to issue first mortgage bonds on the basis of
property additions. The Mortgage contains special provisions with respect to
pledged prior lien bonds. (See Mortgage Articles XI and XIII.)

EVENTS OF DEFAULT AND REMEDIES. A "completed default" under the Mortgage
means any of the following:

o failure to pay the principal of any first mortgage bond when due,
whether at its maturity as stated therein or by declaration,
redemption or otherwise;

o failure to pay interest on any first mortgage bond within 60 days of
when it is due;

o certain events involving our bankruptcy, insolvency or reorganization
for a period of 90 days or more; or

o failure to perform any covenant, agreement or condition in the
Mortgage within 90 days of notice thereof to us from the trustee.

Article XIV of the Mortgage provides that if a completed default
happens, the trustee may, and upon written request of the holders of a
majority in principal amount of the first mortgage bonds then outstanding
will, declare the principal and accrued interest then owing immediately due
and payable. However, after that declaration but before any sale under that
declaration, the holders of a majority in principal amount of all
outstanding first mortgage bonds may, under certain circumstances, rescind
and annul the declaration if all agreements with respect to the completed
default have been fully performed and all interest in arrears and

expenses and charges have been paid. Upon the occurrence of a completed
default, the trustee may take possession of and manage and operate the
property. In addition, the trustee may sell all of the property, or those
parcels as the holders of a majority in principal amount of the first
mortgage bonds outstanding may determine.

Subject to the provisions of the Mortgage relating to the duties of the
trustee, if an event of a completed default occurs and continues, the trustee
is under no obligation to exercise any of its rights or powers under the
Mortgage unless the holders of a majority in principal amount of the first
mortgage bonds then outstanding have requested the trustee to take action and
have adequately indemnified the trustee. In addition, the holders of a
majority in principal amount of the first mortgage bonds then outstanding
have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the trustee and to exercise any trust
or power conferred on the trustee.

The Mortgage provides that the trustee will, within 90 days after the
occurrence of a completed default, give notice to the holders of the default,
unless the default is cured before the giving of the notice. In the case of a
default in the payment of the principal of or interest on any of the first
mortgage bonds, however, the trustee is protected in withholding notice if it
determines in good faith that the withholding of the notice is in the
interest of the holders of first mortgage bonds.

Holders of first mortgage bonds have no right to institute any suit,
action or proceeding in equity or at law for the foreclosure of the Mortgage,
for the execution of any trust, for the appointment of a receiver or any
other remedy unless:

o prior notice is given to the trustee of a completed default;

o holders of at least 25% of the first mortgage bonds then outstanding
request the trustee, and offer it reasonable opportunity, to proceed;

o offer the trustee adequate security and indemnity; and

o the trustee within 60 days of the notice fails or refuses to institute
such action.

The Mortgage also provides that a court may in its discretion require,
in any suit to enforce any provision of the Mortgage or against the trustee,
the filing by the party filing the suit of an undertaking to pay the costs
of the suit. The court may also assess reasonable costs including attorneys'
fees against any party to the suit. These provisions do not apply, however,
to a suit filed by the trustee or any bondholder for the payment of
principal or interest on any first mortgage bond on or after the stated due
date of the first mortgage bond.

ANNUAL NOTICE TO TRUSTEE. We are required to furnish annually to the
trustee a certificate as to compliance with all conditions and covenants
under the Mortgage. We must provide similar certificates to the trustee upon
each release of property from the lien of the Mortgage and upon each
issuance of additional first mortgage bonds.

THE TRUSTEE. State Street Bank and Trust Company of Missouri, N.A., is
the trustee under the Mortgage. It is presently contemplated that State
Street Bank and Trust Company, an affiliate of the trustee under the
Mortgage, will be the trustee under one or more indentures under which we may
issue unsecured debt securities.

MODIFICATION OF MORTGAGE. Article XX of the Mortgage contains provisions
permitting modification of the Mortgage by consent of the holders of 66 2/3%
in principal amount of all first mortgage bonds whose rights are affected by
such modification. However, no modification may:

o extend the maturity of the principal of any first mortgage bonds,

o reduce the rate of interest on any first mortgage bond,

o modify any other term of payment of principal and interest,

o deprive to any holder of a first mortgage bond the mortgage lien,

o create a lien on the mortgaged property ranking equal or prior to the
mortgage lien; or

o reduce the percentage required for modification,

without the consent of any holder of first mortgage bonds affected by the
modification. Holders of at least 75% in principal of the first mortgage
bonds outstanding (including first mortgage bonds offered by this
prospectus), however, may consent to the postponement of any interest
payment for a period not exceeding three years from its due date.

PLAN OF DISTRIBUTION

We may sell the first mortgage bonds in one or more series in any of
three ways: (i) through underwriters or dealers; (ii) through agents; or
(iii) directly to a limited number of purchasers or to a single purchaser.

THROUGH UNDERWRITERS OR DEALERS. If underwriters are used in the sale,
the first mortgage bonds will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at the initial public offering price or
at varying prices determined at the time of the sale. The first mortgage
bonds may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
managing underwriters. The underwriter or underwriters with respect to first
mortgage bonds will be named in the prospectus supplement relating to that
offering and, if an underwriting syndicate is used, the managing underwriter
or underwriters will be set forth on the cover page of the prospectus
supplement. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase the first mortgage bonds will be
subject to certain

conditions precedent, and the underwriters will be obligated to purchase all
of the first mortgage bonds if any are purchased.

THROUGH AGENTS. First mortgage bonds may be sold through agents
designated by us from time to time. The prospectus supplement will set forth
the name of any agent involved in the offer or sale of the first mortgage
bonds as well as any commissions payable by us to the agent. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a
reasonable best efforts basis for the period of its appointment.

DIRECTLY. We may sell the first mortgage bonds directly to one or more
purchasers. In this case, no underwriters or agents would be involved.

GENERAL INFORMATION. The prospectus supplement for any first mortgage
bonds will set forth the terms of the offering of those first mortgage bonds,
including: (a) the name or names of any underwriters, dealers or agents; (b)
the purchase price of those first mortgage bonds and the proceeds to us from
their sale; (c) any underwriting discounts, agents' commissions and other
items constituting underwriting compensation; (d) any initial public offering
price; and (e) any discounts or concessions allowed or reallowed or paid to
dealers. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

If so indicated in the prospectus supplement for any first mortgage
bonds, we may authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase those first mortgage bonds from us
at the initial public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on
a specified date in the future. Those contracts will be subject to those
conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for solicitation of those
contracts.

Agents, underwriters and dealers may be entitled under agreements
entered into with us to indemnification by us against certain civil
liabilities, including certain liabilities under the Securities Act of 1933
or to contribution by us with respect to payments which those agents,
underwriters and dealers may be required to make in respect of those
liabilities.

EXPERTS

The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended September 30, 1999
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.

LEGAL OPINIONS

Opinions as to the legality of the first mortgage bonds to be issued
will be delivered by Gerald T. McNeive, Jr., our Senior Vice President-
Finance and General Counsel, and by Pillsbury, Winthrop, New York, New
York, counsel for the underwriters, dealers or agents.

SUBJECT TO COMPLETION, DATED JUNE 28, 2000

PROSPECTUS
----------

$350,000,000

LACLEDE GAS COMPANY

DEBT SECURITIES

We may offer from time to time our debt securities.

We will provide specific terms of our debt securities, including their
offering prices, interest rates and maturities, in supplements to this
prospectus. The supplements may also add, update or change information
contained in this prospectus. You should read this prospectus and any
supplements carefully before you invest.

We may offer our debt securities directly or through underwriters,
agents or dealers. The supplements to this prospectus will describe the
terms of any particular plan of distribution, including any underwriting
arrangements. The "Plan of Distribution" section of this prospectus also
provides more information on this topic.

Our principal executive offices are located at 720 Olive Street, St.
Louis, Missouri 63101 and our telephone number is (314) 342-0500.

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

THE DATE OF THIS PROSPECTUS IS _________, 2001

TABLE OF CONTENTS

Page
----

Laclede Gas Company...............................................17
Where You Can Find More Information...............................17
Ratio of Earnings to Fixed Charges................................18
Use of Proceeds...................................................18
Description of Debt Securities....................................18
Plan of Distribution..............................................27
Experts...........................................................28
Legal Opinions....................................................28

LACLEDE GAS COMPANY

For the three months ended March 31, 2000, we had utility operating
revenues of $230 million, approximately 63% of which came from sales to
residential customers and 25% from sales to commercial and industrial
customers. The balance of our utility operating revenues are primarily
attributable to our off-system sales, gas supply incentive plan and
transportation service. Due to the seasonal nature of our business, earnings
are typically concentrated in the first six months of the fiscal year, which
generally corresponds with the heating season.

WHERE YOU CAN FIND MORE INFORMATION

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. We are incorporating by reference
the documents listed below and any future filings we make with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the debt securities offered by this prospectus or they
are removed from registration by means of a post-effective amendment. Any of
those future filings will update, supercede and replace the information
contained in any documents incorporated by reference in this prospectus at
the time of the future filings.

o Annual Report on Form 10-K for the fiscal year ended September 30,
1999.

o Quarterly Reports on Form 10-Q for the fiscal quarters ended December
31, 1999 and March 31, 2000.

o Current Reports on Form 8-K filed on October 29, 1999 and January 28,
2000.

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

RATIO OF EARNINGS TO FIXED CHARGES

The following table shows our ratio of earnings to fixed charges for
the periods indicated:

Fiscal Years Ended September 30,
Twelve Months ended --------------------------------
March 31, 2000 1999 1998 1997 1996 1995
-------------- ---- ---- ---- ---- ----

2.79 2.93 3.01 3.62 3.81 2.65

USE OF PROCEEDS

Except as may be set forth in any prospectus supplement, the net
proceeds from the sale of the debt securities will be used to reduce
short-term debt, to redeem or discharge certain maturing long-term
indebtedness, to finance a portion of our capital expenditures, to reimburse
our treasury, for corporate development purposes including, without
limitation, acquisitions made by us, and for other general corporate
purposes.

DESCRIPTION OF DEBT SECURITIES

GENERAL. The following description sets forth certain general terms and
provisions of our unsecured debt securities that we may offer by this
prospectus. We will describe the particular terms of the debt securities,
and provisions that vary from those described below, in one or more
prospectus supplements.

The debt securities will be our direct unsecured general obligations.
The debt securities will be senior debt securities. We may issue the debt
securities from time to time in

one or more series. We will issue the debt securities under one or more
separate indentures ("Indenture") between us and State Street Bank and Trust
Company, as trustee.

The following descriptions of the debt securities and the Indenture are
summaries and are qualified by reference to the Indenture. The form of the
Indenture is being filed as an exhibit to the registration statement, and
you should read the Indenture for provisions that may be important to you.
References to certain sections of the Indenture are included in parentheses.
The Indenture will be qualified under the Trust Indenture Act of 1939. You
should refer to the Trust Indenture Act of 1939 for provisions that apply to
the debt securities.

The debt securities will rank equally with any of our other senior,
unsecured and unsubordinated debt. As of June 1, 2000, we had $88.6 million
in unsecured debt outstanding, all in the form of commercial paper, and $205
million first mortgage bonds issued and outstanding under our Mortgage and
Deed of Trust dated as of February 1, 1945. The Indenture does not restrict
our ability to issue additional first mortgage bonds under our Mortgage and
Deed of Trust.

The prospectus supplement relating to any series of debt securities
being offered will include specific terms relating to that offering. These
terms will include any of the following terms that apply to that series:

o the title of the debt securities;

o the total principal amount of the debt securities;

o the date or dates on which the principal of the debt securities will be
payable and how it will be paid;

o the rate or rates at which the debt securities will bear interest, or how
such rate or rates will be determined;

o the date or dates from which interest on the debt securities will accrue,
the interest payment dates on which interest will be paid, and the record
dates for interest payments;

o any right to extend the interest payment periods for the debt securities
and the duration of the extension;

o the percentage, if less than 100%, of the principal amount of the debt
securities that will be payable if the maturity of the debt securities is
accelerated;

o any date or dates on which, and the price or prices at which, the debt
securities may be redeemed at our option and any restrictions on such
redemptions;

o any sinking fund or other provisions or options held by holders of debt
securities that would obligate us to repurchase or otherwise redeem the
debt securities;

o any changes or additions to the Events of Default under the Indenture or
changes or additions to our covenants under the Indenture;

o if the debt securities will be issued in denominations other than $1,000;

o if payments on the debt securities may be made in a currency or currencies
other than United States dollars;

o any convertible feature or options regarding the debt securities;

o any rights or duties of another person to assume our obligations with
respect to the debt securities;

o any collateral, security, assurance or guarantee for the debt securities;
and

o any other terms of the debt securities not inconsistent with terms of the
Indenture.

(See Section 301.)

The Indenture does not limit the principal amount of debt securities
that may be issued. The Indenture allows debt securities to be issued up to
the principal amount that may be authorized by us.

Debt securities may be sold at a discount below their principal amount.
United States federal income tax considerations applicable to debt
securities sold at an original issue discount may be described in the
prospectus supplement. In addition, certain United States federal income tax
or other considerations applicable to any debt securities which are
denominated or payable in a currency or currency unit other than United
States dollars may be described in the prospectus supplement.

Except as may otherwise be described in the prospectus supplement, the
covenants contained in the Indenture will not afford holders of debt
securities protection in the event of a highly leveraged or similar
transaction involving us or in the event of a change of control.

PAYMENT AND PAYING AGENTS. Except as may be provided in the prospectus
supplement, interest, if any, on each debt security payable on each interest
payment date will be paid to the person in whose name such debt security is
registered as of the close of business on the regular record date for the
interest payment date. However, interest payable at maturity will be paid to
the person to whom the principal is paid. If there has been a default in the
payment of interest on any debt security, the defaulted interest may be paid
to the holder of such debt security as of the close of business on a date to
be fixed by the trustee, which will be between 10 and 15 days prior to the
date proposed by us for payment of such defaulted interest or in any other
manner permitted by any securities exchange on which such debt security may
be listed, if the trustee finds it practicable. (See Section 307.)

Unless otherwise specified in the prospectus supplement, principal of,
and premium, if any, and interest, if any, on the debt securities at
maturity will be payable upon presentation of the debt securities at the
corporate trust office of the trustee, in The City of New York, as paying
agent for us. We may change the place of payment on the debt securities, may
appoint one or more additional paying agents (including us) and may remove
any paying agent, all at our discretion. (See Section 602.)

REGISTRATION AND TRANSFER. Unless otherwise specified in the prospectus
supplement, the transfer of debt securities may be registered, and debt
securities may be exchanged for other debt securities of the same series or
tranche, of authorized denominations and with the same terms and principal
amount, at the corporate trust office of the trustee in The City of New
York. We may change the place for registration of transfer and exchange of
the debt securities and may designate additional places for such
registration and exchange. Unless otherwise provided in the prospectus
supplement, no service charge will be made for any transfer or exchange of
the debt securities. However, we may require payment to cover any tax or
other governmental charge that may be imposed. We will not be required to
execute or to provide for the registration of transfer of, or the exchange
of, (a) any debt security during a period of 15 days prior to giving any
notice of redemption or (b) any debt security selected for redemption except
the unredeemed portion of any debt security being redeemed in part. (See
Section 305.)

SATISFACTION AND DISCHARGE. We will be discharged from our obligations
on the debt securities of a particular series, or any portion of the
principal amount of the debt securities of such series, if we irrevocably
deposit with the trustee sufficient cash or government securities to pay the
principal, or portion of principal, interest, any premium and any other sums
when due on the debt securities of such series at their maturity, stated
maturity date, or redemption. (See Section 701.)

The Indenture will be deemed satisfied and discharged when no debt
securities remain outstanding and when we have paid all other sums payable
by us under the Indenture. (See Section 702.)

All moneys we pay to the trustee or any paying agent on debt securities
which remain unclaimed at the end of two years after payments have become
due will be paid to or upon the order of us. Thereafter, the holder of such
debt security may look only to us for payment thereof. (See Section 603.)

CONSOLIDATION, MERGER, AND SALE OF ASSETS. Under the terms of the
Indenture, we may not consolidate with or merge into any other entity or
convey, transfer or lease our properties and assets substantially as an
entirety to any entity, unless:

o the surviving or successor entity is organized and validly existing
under the laws of any domestic jurisdiction and it expressly assumes
our obligations on all debt securities and under the Indenture;

o immediately after giving effect to the transaction, no event of
default and no event which, after notice or lapse of time or both,
would become an event of default shall have occurred and be
continuing; and

o we shall have delivered to the trustee an officer's certificate and
an opinion of counsel as to compliance with the foregoing.

The terms of the Indenture do not restrict us in a merger in which we
are the surviving entity. (See Section 1101.)

EVENTS OF DEFAULT. "Event of default" when used in the Indenture with
respect to any series of debt securities, means any of the following:

o failure to pay interest, if any, on any debt security of the applicable
series for 60 days after it is due;

o failure to pay the principal of or premium, if any, on any debt
security of the applicable series within three business days after
its maturity;

o failure to perform any other covenant in the Indenture, other than a
covenant that does not relate to that series of debt securities, that
continues for 90 days after we receive written notice from the
trustee, or we and the trustee receive a written notice from 33% of
the holders of the debt securities of that series; however, the
trustee or the trustee and the holders of such principal amount of
debt securities of this series can agree to an extension of the
90-day period and that an agreement to extend will be automatically
deemed to occur if we are diligently pursuing action to correct the
default;

o certain events involving our bankruptcy, insolvency or reorganization;
or

o any other event of default included in any supplemental indenture or
officer's certificate for a specific series of debt securities.

(See Section 801.)

The trustee may withhold notice to the holders of debt securities of
any default, except default in the payment of principal, premium or
interest, if it considers such withholding of notice to be in the interests
of the holders. An event of default for a particular series of debt
securities does not necessarily constitute an event of default for any other
series of debt securities issued under the Indenture.

REMEDIES. If an event of default with respect to fewer than all the
series of debt securities occurs and continues, either the trustee or the
holders of at least 33% in principal amount of the debt securities of such
series may declare the entire principal amount of all the debt securities of
such series, together with accrued interest, to be due and payable
immediately. However, if the event of default is applicable to all
outstanding debt securities

under the Indenture, only the trustee or holders of at least 33% in principal
amount of all outstanding debt securities of all series, voting as one class,
and not the holders of any one series, may make such a declaration of
acceleration.

At any time after a declaration of acceleration with respect to the
debt securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained, the event of default giving
rise to such declaration of acceleration will be considered waived, and such
declaration and its consequences will be considered rescinded and annulled,
if:

o we have paid or deposited with the trustee a sum sufficient to pay:

(1) all overdue interest, if any, on all debt securities of the series;

(2) the principal of, and premium, if any, on, any debt securities of
the series which have otherwise become due and interest, if any,
that is currently due;

(3) interest, if any, on overdue interest; and

(4) all amounts due to the trustee under the Indenture; or

o any other event of default with respect to the debt securities of
that series has been cured or waived as provided in the Indenture.

There is no automatic acceleration, even in the event of our bankruptcy,
insolvency or reorganization. (See Section 802.)

Other than its duties in case of an event of default, the trustee is
not obligated to exercise any of its rights or powers under the Indenture at
the request, order or direction of any of the holders, unless the holders
offer the trustee a reasonable indemnity. (See Section 903.) If they provide
a reasonable indemnity, the holders of a majority in principal amount of any
series of debt securities will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the trustee,
or exercising any power conferred upon the trustee. However, if the event of
default relates to more than one series, only the holders of a majority in
aggregate principal amount of all affected series will have the right to
give this direction. (See Section 812.) The trustee is not obligated to
comply with directions that conflict with law or other provisions of the
Indenture.

No holder of debt securities of any series will have any right to
institute any proceeding under the Indenture, or to exercise any remedy
under the Indenture, unless:

o the holder has previously given to the trustee written notice of a
continuing event of default;

o the holders of a majority in aggregate principal amount of the
outstanding debt securities of all series in respect of which an
event of default shall have occurred

and be continuing have made a written request to the trustee and have
offered reasonable indemnity to the trustee to institute proceedings;
and

o the trustee has failed to institute any proceeding for 60 days after
notice and has not received any direction inconsistent with the
written request of holders during that period.

(See Section 807.) However, such limitations do not apply to a suit by a
holder of a debt security for payment of the principal of, or premium, if
any, or interest, if any, on, a debt security on or after the applicable due
date. (See Section 808.)

ANNUAL NOTICE TO TRUSTEE. We will provide to the trustee an annual
statement by an appropriate officer as to our compliance with all conditions
and covenants under the Indenture. (See Section 606.)

MODIFICATION AND WAIVER. We and the trustee may enter into one or more
supplemental indentures without the consent of any holder of debt securities
for any of the following purposes:

o to evidence the assumption by any permitted successor of our covenants
in the Indenture and in the debt securities;

o to add additional covenants or to surrender any of our rights or
powers under the Indenture;

o to add additional events of default;

o to change, eliminate, or add any provision to the Indenture provided,
however, if the change, elimination, or addition will adversely
affect the interests of the holders of debt securities of any series
in any material respect, such change, elimination, or addition will
become effective only:

(1) when the consent of the holders of debt securities of such series
has been obtained in accordance with the Indenture; or

(2) when no debt securities of the affected series remain outstanding
under the Indenture;

o to provide collateral security for all but not part of the debt
securities;

o to establish the form or terms of debt securities of any other series
as permitted by the Indenture;

o to provide for the authentication and delivery of bearer securities
and coupons attached thereto;

o to evidence and provide for the acceptance of appointment of a
successor trustee;

o to provide for the procedures required for use of a noncertificated
system of registration for the debt securities of all or any series;

o to change any place where principal, premium, if any, and interest
shall be payable, debt securities may be surrendered for registration
of transfer or exchange and notices to us may be served; or

o to cure any ambiguity or inconsistency or to make any other
provisions with respect to matters and questions arising under the
Indenture; provided that such action shall not adversely affect the
interests of the holders of debt securities of any series in any
material respect.

(See Section 1201.)

The holders of at least a majority in aggregate principal amount of the
debt securities of all series then outstanding may waive our compliance with
certain restrictive provisions of the Indenture. (See Section 607.) The
holders of not less than a majority in principal amount of the outstanding
debt securities of any series may waive any past default under the Indenture
with respect to that series, except a default in the payment of principal,
premium, if any, or interest and certain covenants and provisions of the
Indenture that cannot be modified or be amended without the consent of the
holder of each outstanding debt security of the series affected. (See
Section 813.)

If the Trust Indenture Act of 1939 is amended after the date of the
Indenture in such a way as to require changes to the Indenture, the
Indenture will be deemed to be amended so as to conform to such amendment of
the Trust Indenture Act of 1939. We and the trustee may, without the consent
of any holders, enter into one or more supplemental indentures to evidence
such an amendment. (See Section 1201.)

The consent of the holders of a majority in aggregate principal amount
of the debt securities of all series then outstanding is required for all
other modifications to the Indenture. However, if less than all of the
series of debt securities outstanding are directly affected by a proposed
supplemental indenture, then the consent only of the holders of a majority
in aggregate principal amount of all series that are directly affected will
be required. No such amendment or modification may:

o change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security, or reduce the
principal amount of any debt security or its rate of interest or
change the method of calculating such interest rate or reduce any
premium payable upon redemption, or change the currency in which
payments are made, or impair the right to institute suit for the
enforcement of any payment on or after the stated maturity of any
debt security, without the consent of the holder;

o reduce the percentage in principal amount of the outstanding debt
securities of any series whose consent is required for any
supplemental indenture or any waiver of compliance with a provision
of the Indenture or any default thereunder and its consequences, or
reduce the requirements for quorum or voting, without the consent of
all the holders of the series; or

o modify certain of the provisions of the Indenture relating to
supplemental indentures, waivers of certain covenants and waiver of
past defaults with respect to the debt securities of any series,
without the consent of the holder of each outstanding debt security
affected thereby.

A supplemental indenture which changes the Indenture solely for the
benefit of one or more particular series of debt securities, or modifies the
rights of the holders of debt securities of one or more series, will not
affect the rights under the Indenture of the holders of the debt securities
of any other series. (See Section 1202.)

The Indenture provides that debt securities owned by us or anyone else
required to make payment on the debt securities shall be disregarded and
considered not to be outstanding in determining whether the required holders
have given a request or consent. (See Section 101.)

We may fix in advance a record date to determine the required number of
holders entitled to give any request, demand, authorization, direction,
notice, consent, waiver or other act of the holders, but we shall have no
obligation to do so. If a record date is fixed for that purpose, the
request, demand, authorization, direction, notice, consent, waiver or other
act of the holders may be given before or after that record date, but only
the holders of record at the close of business on that record date will be
considered holders for the purposes of determining whether holders of the
required percentage of the outstanding debt securities have authorized or
agreed or consented to the request, demand, authorization, direction,
notice, consent, waiver or other act of the holders. For that purpose, the
outstanding debt securities shall be computed as of the record date. Any
request, demand, authorization, direction, notice, consent, election, waiver
or other act of a holder shall bind every future holder of the same debt
securities and the holder of every debt security issued upon the
registration of transfer of or in exchange of those debt securities. A
transferee will be bound by acts of the trustee or us taken in reliance upon
an act of holders whether or not notation of that action is made upon that
debt security. (See Section 104.)

NOTICES. Notices to holders of debt securities will be given by mail to
the addresses of the holders as they may appear in the security register for
the debt securities. (See Section 106.)

TITLE. We, the trustee, and any agent of us or the trustee, may treat
the person in whose name debt securities are registered as the absolute owner
of those debt securities, whether or not those debt securities may be
overdue, for the purpose of making payments and for all other purposes
irrespective of notice to the contrary. (See Section 308.)

GOVERNING LAW. Each Indenture and the debt securities will be governed
by, and construed in accordance with, the laws of the State of New York. (See
Section 112.)

REGARDING THE TRUSTEE. State Street Bank and Trust Company is the
trustee under the Indenture. State Street Bank and Trust Company of Missouri,
N.A., an affiliate of the trustee under the Indenture, is the trustee under
our Mortgage and Deed of Trust.

A trustee may resign at any time by giving written notice to us or may
be removed at any time by act of the holders of a majority in principal
amount of all series of debt securities then outstanding delivered to the
trustee and us. No resignation or removal of a trustee and no appointment of
a successor trustee will be effective until the acceptance of appointment by
a successor trustee. So long as no event of default or event which, after
notice or lapse of time, or both, would become an event of default has
occurred and is continuing and except with respect to a trustee appointed by
act of the holders, if we have delivered to the trustee a resolution of our
board of directors appointing a successor trustee and that successor has
accepted such appointment in accordance with the terms of the Indenture, the
trustee will be deemed to have resigned and the successor will be deemed to
have been appointed as trustee in accordance with the Indenture. (See
Section 910.)

PLAN OF DISTRIBUTION

We may sell the debt securities in one or more series in any of three
ways: (i) through underwriters or dealers; (ii) through agents; or (iii)
directly to a limited number of purchasers or to a single purchaser.

THROUGH UNDERWRITERS OR DEALERS. If underwriters are used in the sale,
the debt securities will be acquired by the underwriters for their own
account and may be resold from time to time in one or more transactions,
including negotiated transactions, at the initial public offering price or
at varying prices determined at the time of the sale. The debt securities
may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
managing underwriters. The underwriter or underwriters with respect to debt
securities will be named in the prospectus supplement relating to the
offering and, if an underwriting syndicate is used, the managing underwriter
or underwriters will be set forth on the cover page of the prospectus
supplement. Unless otherwise set forth in the prospectus supplement, the
obligations of the underwriters to purchase the debt securities will be
subject to certain conditions precedent, and the underwriters will be
obligated to purchase all of the debt securities if any are purchased.

THROUGH AGENTS. Debt securities may be sold through agents designated
by us from time to time. The prospectus supplement will set forth the name
of any agent involved in the offer or sale of the debt securities as well as
any commissions payable by us to the agent. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable best
efforts basis for the period of its appointment.

DIRECTLY. We may sell the debt securities directly to one or more
purchasers. In this case, no underwriters or agents would be involved.

GENERAL INFORMATION. The prospectus supplement for any debt securities
will set forth the terms of the offering of the debt securities, including:
(a) the name or names of any underwriters, dealers or agents; (b) the
purchase price of the debt securities and the proceeds to us from their
sale; (c) any underwriting discounts, agents' commissions and other items
constituting underwriting compensation; (d) any initial public offering
price; and (e) any discounts or concessions allowed or reallowed or paid to
dealers. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.

If so indicated in the prospectus supplement the debt securities, we
may authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase the debt securities from us at the
initial public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and delivery on
a specified date in the future. Those contracts will be subject to those
conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the commission payable for solicitation of those
contracts.

Agents, underwriters and dealers may be entitled under agreements
entered into with us to indemnification by us against certain civil
liabilities, including certain liabilities under the Securities Act of 1933
or to contribution by us for payments which those agents, underwriters and
dealers may be required to make in respect of those liabilities.

EXPERTS

LEGAL OPINIONS

Opinions as to the legality of the debt securities to be issued will be
delivered by Gerald T. McNeive, Jr., our Senior Vice President-Finance and
General Counsel, and by Pillsbury, Winthrop, New York, New York, counsel for
the underwriters, dealers or agents.

The information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not
permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 1, 2001

PROSPECTUS
----------

THE LACLEDE GROUP, INC.
COMMON STOCK

We may issue and sell from time to time authorized but unissued shares
of our common stock, together with attached preferred share purchase rights.

We will provide specific information regarding our common stock,
including the number of shares to be sold and the offering price, in
supplements to this prospectus. The supplements may also add, update or
change information contained in this prospectus. You should read this
prospectus and any supplements carefully before you invest.

We may offer these shares of our common stock directly or through
underwriters, agents or dealers. The supplements to this prospectus will
describe the terms of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section of this
prospectus provides more information on this topic.

Our common stock is listed on the New York Stock Exchange under the
trading symbol "LG." Any common stock sold pursuant to a prospectus
supplement will be listed on the New York Stock Exchange.

Our principal executive offices are located at 720 Olive Street, St.
Louis, Missouri 63101 and our telephone number is 314-342-0500.

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

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

THE DATE OF THIS PROSPECTUS IS , 2001

TABLE OF CONTENTS

Page
----

The Laclede Group, Inc.........................................31
Where You Can Find More Information............................31
Use of Proceeds................................................33
Description of Common Stock....................................33
Description of Preferred Share Purchase Rights.................35
Plan of Distribution...........................................37
Experts........................................................38
Legal Opinions.................................................39

THE LACLEDE GROUP, INC.

We are the holding company for Laclede Gas Company and its subsidiaries
effective October 1, 2001. As of that date, we own all of the outstanding
shares of common stock of Laclede Gas Company and the subsidiaries formerly
owned by Laclede Gas.

Laclede Gas Company is a public utility that has been in the gas
distribution business for over 150 years in the City of St. Louis, St. Louis
County and parts of eight other counties in eastern Missouri.

Effective October 1, 2001, The Laclede Group also owns, directly or
indirectly, the stock of several other subsidiaries:

o Laclede Pipeline Company, which operates a propane pipeline that connects
Laclede Gas' propane storage facilities in St. Louis County, Missouri to
propane supply terminal facilities located at Wood River and Cahokia,
Illinois. Laclede Gas vaporizes the propane to supplement its natural gas
supply and meet the peak demands on the distribution system.

o Laclede Investment LLC, which invests in other enterprises and has made
loans to several joint ventures engaged in real estate development.

o Laclede Energy Resources, Inc., a wholly owned subsidiary of Laclede
Investment, which engages in non-utility efforts to market natural gas
and related activities.

o Laclede Gas Family Services, Inc., a wholly owned subsidiary of Laclede
Energy Resources, which is a registered insurance agency in the State of
Missouri, that promotes the sale of insurance products.

o Laclede Development Company, which participates in real estate developments,
primarily through joint ventures.

o Laclede Venture Corp., a wholly owned subsidiary of Laclede Development,
which offers services for the compression of natural gas to third parties
who desire to use or to sell compressed natural gas in vehicles.

WHERE YOU CAN FIND MORE INFORMATION

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. We are incorporating by reference
the documents listed below that we have previously filed or that Laclede Gas
previously filed with the SEC prior to our becoming the parent holding
company of Laclede Gas, as well as any future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until we sell all of the common stock offered by this prospectus or
they are removed from registration by means of a post-effective amendment.
Any of those future filings will update, supercede and replace the
information contained in any documents incorporated by reference in this
prospectus at the time of the future filings.

o Laclede Gas Company Annual Report on Form 10-K for the fiscal year
ended September 30, 2000.

o Laclede Gas Company Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 2000, March 31, 2001, and June 30, 2001.

o Laclede Gas Company Current Reports on Form 8-K filed on October 27,
2000, January 25, 2001, April 20, 2001, April 26, 2001, May 18, 2001,
June 22, 2001, July 6, 2001, July 27, 2001, August 16, 2001 and
September 21, 2001.

o The description of our Common Stock contained in our registration on
Form S-4 (No. 333-48794) incorporated into our Form 8-A registering
our common stock under the Securities Exchange Act of 1934, including
any amendment or report updating such description.

o The description of our Preferred Share Purchase Rights contained in
our Form 8-A Registration Statement effective October 1, 2001,
including any amendment or report updating such description.

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's Office
The Laclede Group, Inc.
720 Olive Street, Room 1517
St. Louis, Missouri 63101
314-342-0873

You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not, and
any underwriters, agents or
32

dealers have not, authorized anyone else to provide you with different
information. We are not, and any underwriters, agents or dealers 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 and any prospectus supplement is accurate as of any date other
than the date on the front of such documents.

USE OF PROCEEDS

Except as may be set forth in any prospectus supplement, the net
proceeds from the sale of the common stock will be used for general
corporate purposes, including investments in our subsidiaries and repayment
of borrowings used to finance the capital expenditures and operations of our
subsidiaries. We may also use the net proceeds for other purposes if we find
it necessary.

DESCRIPTION OF COMMON STOCK

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

The total number of shares of capital stock that we have authority to
issue is 75 million shares, consisting of 70 million shares of common stock,
par value $1 per share, and 5 million shares of preferred stock, par value
$25 per share.

DIVIDEND RIGHTS AND LIMITATIONS. The Laclede Group does not now conduct
directly any revenue generating business operations. Dividends on The
Laclede Group common stock will depend primarily upon the earnings,
financial condition and capital requirements of Laclede Gas and, to a lesser
extent, The Laclede Group's other subsidiaries. In addition, payment of
dividends on Laclede Gas common stock will continue to be subject to the
rights of owners of any outstanding Laclede Gas preferred stock with respect
to dividends and to the common stock dividend restrictions currently
contained in the Laclede Gas mortgage and deed of trust.

VOTING RIGHTS. Our common shareholders are entitled to one vote per
share at all shareholder meetings.

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

POSSIBLE ANTI-TAKEOVER EFFECT OF PROVISIONS OF OUR ARTICLES OF
INCORPORATION AND BYLAWS. It is not the intent of the board of directors of
The Laclede Group to discourage legitimate offers to enhance shareholder
value. Provisions of The Laclede Group's articles of incorporation or
bylaws, however, may have the effect of discouraging unilateral tender
offers or other attempts to acquire the business of The Laclede Group. These
provisions include the classification of its directors with three-year
staggered terms, the requirement that director nominations by shareholders
be made not less than 60 nor more than 90 days prior to the date

of the shareholder meeting, and the ability of the board, without further
action of the holders of common stock, to issue one or more series of
preferred stock from time to time, which may have terms more favorable than
the common stock, including, among other things, preferential dividend,
liquidation and redemption rights.

These provisions might discourage a potentially interested purchaser
from attempting a unilateral takeover bid for The Laclede Group on terms
that some shareholders might favor. If these provisions discourage potential
takeover bids, they might limit the opportunity for shareholders of The
Laclede Group to sell their shares at a premium.

In addition, the articles of incorporation of The Laclede Group do not
provide for cumulative voting in the election of directors, which allows
holders of a majority of the votes cast to control the election of all
directors.

The bylaws of The Laclede Group also include provisions setting forth
specific conditions and restrictions under which business may be transacted
at meetings of shareholders. For example, no business may be transacted at a
meeting unless it is:

o Specified in the notice of meeting

o Otherwise brought before the meeting by or at the direction of the
board of directors or a committee thereof, or

o Brought before the meeting by a shareholder of record who provided
notice and other specified information in writing to the corporate
secretary not less than 60 nor more than 90 days prior to the
meeting.

These provisions may create an anti-takeover effect by placing restrictions
on the content of the issues to be discussed at a shareholder meeting.

In addition, the issuance of authorized but unissued shares of common
or preferred stock of The Laclede Group may have an anti-takeover effect.
These shares might be issued by the board of directors without shareholder
approval in transactions that might prevent or render more difficult or
costly the completion of a takeover transaction, for example, by diluting
voting or other rights of the proposed acquiror. In this regard, the
articles of incorporation of The Laclede Group grant the board of directors
broad powers to establish the rights and preferences of the authorized but
unissued preferred stock, one or more series of which could be issued
entitling holders to vote separately as a class on any proposed merger or
consolidation, to convert the stock into shares of The Laclede Group common
stock or possibly other securities, to demand redemption at a specified
price under prescribed circumstances related to a change in control or to
exercise other rights designed to impede a takeover.

MISCELLANEOUS. Our outstanding common stock is, and any common stock
that may be issued will be, fully paid and non-assessable. There are no
preemptive rights. On liquidation, after payment of the liquidation
preferences of any outstanding 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, n. a.,
Kansas City, Missouri.

Our outstanding common stock is, and any shares of our common stock
that may be issued will be, listed on the New York Stock Exchange.

DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS

The following description sets forth the material terms of our
preferred share purchase rights, which attach to the shares of our common
stock.

On August 23, 2001, our Board of Directors declared a dividend of one
preferred share purchase right for each of outstanding share of our common
stock, par value $1.00 per share. The dividend is payable on October 1, 2001
to the stockholders of record on that date. The description and terms of the
rights are set forth in a rights agreement between us and UMB Bank, n.a., as
rights agent.

PURCHASE PRICE. Each right entitles the registered holder to purchase
from us one one-hundredth of a share of our Series A junior participating
preferred stock, par value $25.00 per share at a purchase price of $80.00
per one one-hundredth of a preferred share, subject to adjustment.

FLIP-IN. In the event that any person or group of affiliated or
associated persons (an "Acquiring Person") acquires beneficial ownership of
20% or more of the voting power of all of our securities entitled to vote in
the election of directors (the "Voting Power"), each holder of a right,
other than rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of our common shares having a market value of two times the
exercise price of the right.

FLIP-OVER. If we are acquired in a merger or other business combination
transaction or 50% or more of our consolidated assets or earning power are
sold after a person or group has become an Acquiring Person, each holder of
a right (other than rights beneficially owned by the Acquiring Person, which
will be void) will thereafter be entitled to receive that number of shares
of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price of the
right.

DISTRIBUTION DATE. The distribution date is the earlier of:

(i) 10 business days following a public announcement that a
person or group of affiliated or associated persons have acquired beneficial
ownership of 20% or more of our outstanding voting power; or

(ii) 10 business days (or such later date as may be determined
by action of our Board of Directors prior to such time as any person or group
of affiliated persons becomes an Acquiring Person) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a
person or group of 20% or more of our outstanding voting power.

TRANSFER AND DETACHMENT. Until the distribution date, the rights will
be evidenced, with respect to any of the common share certificates
outstanding as of the record date, by such common share certificate. Until
the distribution date (or earlier redemption or expiration of the rights),
the rights will be transferred with and only with our common shares, and
transfer of those certificates will also constitute transfer of these
rights.

As soon as practicable following the distribution date, separate
certificates evidencing the rights will be mailed to holders of record of
our common shares as of the close of business on the distribution date and
such separate right certificates alone will thereafter evidence the rights.

EXERCISABILITY. The rights are not exercisable until the distribution
date. The rights will expire on October 1, 2011, unless that date is
extended or unless the rights are earlier redeemed or exchanged by us, in
each case, as described below.

ADJUSTMENTS. The purchase price payable, and the number of preferred
shares or other securities or property issuable, upon exercise of the rights
are subject to adjustment from time to time to prevent dilution in the event
of stock dividends, stock splits, reclassifications, or certain
distributions with respect to the preferred shares. The number of
outstanding rights and the number of one one-hundredths of a preferred share
issuable upon exercise of each right are also subject to adjustment if,
prior to the distribution date, there is a stock split of our common shares
or a stock dividend on our common shares payable in common shares or
subdivisions, consolidations or combinations of the common shares. With
certain exceptions, no adjustment in the purchase price will be required
until cumulative adjustments require an adjustment of at least 1% in such
purchase price. No fractional preferred shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a preferred
share, which may, at our election, be evidenced by depositary receipts) and,
in lieu thereof, an adjustment in cash will be made based on the market
price of the preferred shares on the last trading day prior to the date of
exercise.

PREFERRED SHARES. Preferred shares purchasable upon exercise of the
rights will not be redeemable. Each preferred share will be entitled to a
minimum preferential quarterly dividend payment of $1 per share but will be
entitled to an aggregate dividend of 100 times the dividend declared per
common share. In the event of liquidation, the holders of the preferred
shares will be entitled to a minimum preferential liquidation payment of
$100 per share but will be entitled to an aggregate payment of 100 times the
payment made per common share. Each preferred share will have 100 votes,
voting together with the common shares. Finally, in the event of any merger,
consolidation or other transaction in which common shares are exchanged,
each preferred share will be entitled to receive 100 times the

amount received per common share. These rights are protected by customary
antidilution provisions.

The value of the one one-hundredth interest in a preferred share
purchasable upon exercise of each right should, because of the nature of the
preferred shares' dividend, liquidation and voting rights, approximate the
value of one common share.

EXCHANGE. At any time after any person or group becomes an Acquiring
Person, and prior to the acquisition by such person or group of 50% or more
of the outstanding common shares, our Board of Directors may exchange the
rights (other than rights owned by the Acquiring Person, which will have
become void), in whole or in part, at an exchange ratio of one common share,
for one one-hundredth of a preferred share (subject to adjustment to prevent
dilution).

REDEMPTION. At any time prior to any person or group becoming an
Acquiring Person, our Board of Directors may redeem the rights in whole, but
not in part, at a price of $.01 per right. The redemption of the rights may
be made effective at such time on such basis with such conditions as the
Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the rights, the right to exercise the rights will
terminate and the holders of rights will only be entitled to receive the
redemption price.

AMENDMENTS. The terms of the rights may be amended by our Board of
Directors without the consent of the holders of the rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) any percentage greater than the largest percentage of our
voting power then known to us to be beneficially owned by any person or
group of affiliated or associated persons and (ii) 10%.

RIGHTS AND HOLDERS. Until a right is exercised, the holder thereof, as
such, will have no rights as one of our stockholders, including, without
limitation, the right to vote or to receive dividends.

PLAN OF DISTRIBUTION

We may sell the common stock in any of three ways: (i) through
underwriters or dealers; (ii) through agents; or (iii) directly to a limited
number of purchasers or to a single purchaser.

THROUGH UNDERWRITERS OR DEALERS. If underwriters are used in the sale,
the common stock will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including
negotiated transactions, at the initial public offering price or at varying
prices determined at the time of the sale. The common stock may be offered
to the public either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more managing underwriters.
The underwriter or underwriters with respect to the common stock will be
named in the prospectus supplement relating to the offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters
will be set forth on the cover page of the prospectus supplement. Unless

otherwise set forth in the prospectus supplement, the obligations of the
underwriters to purchase the common stock will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
of the common stock if any are purchased.

THROUGH AGENTS. The common stock may be sold through agents designated
by us from time to time. The prospectus supplement will set forth the name
of any agent involved in the offer or sale of the common stock as well as
any commissions payable by us to the agent. Unless otherwise indicated in
the prospectus supplement, any agent will be acting on a reasonable best
efforts basis for the period of its appointment.

DIRECTLY. We may sell the common stock directly to one or more
purchasers. In this case, no underwriters or agents would be involved.

GENERAL INFORMATION. The prospectus supplement for the common stock
will set forth the terms of the offering of the common stock, including,
among other things: (a) the name or names of any underwriters, dealers or
agents; (b) the purchase price of the common stock and the proceeds to us
from its sale; (c) any underwriting discounts, agents' commissions and other
items constituting underwriting compensation; (d) any initial public
offering price; and (e) any discounts or concessions allowed or reallowed or
paid to dealers. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time
to time.

If so indicated in the prospectus supplement for the common stock, we
may authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase the common stock from us at the initial
public offering price set forth in the prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Those contracts will be subject to those conditions set
forth in the prospectus supplement, and the prospectus supplement will set
forth the commission payable for solicitation of such contracts.

Agents, underwriters and dealers may be entitled under agreements
entered into with us to indemnification by us against certain civil
liabilities, including certain liabilities under the Securities Act of 1933,
or to contribution by us for payments which those agents, underwriters and
dealers may be required to make in respect of those liabilities.

EXPERTS

The financial statements incorporated in this prospectus by reference
from our Annual Report on Form 10-K for the year ended September 30, 2000
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.

LEGAL OPINIONS

Opinions as to the legality of the shares of our common stock to be
issued will be delivered by Gerald T. McNeive, Jr., our Senior Vice
President-Finance and General Counsel, and by Pillsbury Winthrop, LLP, New
York, New York, counsel for the underwriters, dealers or agents. As of July
31, 2001, Mr. McNeive owned, directly and indirectly, 4,038 shares of common
stock.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 351.355 of The General and Business Corporation Law of Missouri
provides as follows:

351.355.1. A corporation created under the laws of this state may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative, other than an
action by or in the right of the corporation, by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, 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 or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination
of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

2. The corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees, and amounts paid in settlement actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation; except that no indemnification shall be made in respect of any
claim, issues or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his or her duty
to the corporation unless and only to the extent that the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability and in view of all the circumstances of the case,
the person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

3. Except as otherwise provided in the articles of incorporation or the
bylaws, to the extent that director, officer, employee or agent of the
corporation has been successful on the

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merits or otherwise in defense of any action, suit, or proceeding referred to
in subsections 1 and 2 of this section, or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection with
the action, suit or proceeding.

4. Any indemnification under subsections 1 and 2 of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in
this section. The determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to
the action, suit, or proceeding, or if such a quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the shareholders.

5. Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of the action, suit, or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he or she is entitled to be
indemnified by the corporation as authorized in this section.

6. The indemnification provided by this section shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under the articles of incorporation or bylaws or any agreement,
vote of shareholders or disinterested directors or otherwise, both as to
action in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a person.

7. A corporation created under the laws of this state shall have the
power to give any further indemnity, in addition to the indemnity authorized
or contemplated under other subsections of this section, including
subsection 6, to any person who is or was a director, officer, employee or
agent, or to any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, provided
such further indemnity is either (i) authorized, directed, or provided for
in the articles of incorporation of the corporation or any duly adopted
amendment thereof or (ii) is authorized, directed, or provided for in any
bylaw or agreement of the corporation which has been adopted by a vote of
the shareholders of the corporation, and provided further that no such
indemnity shall indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct. Nothing in this subsection
shall be deemed to limit the power of the corporation under subsection 6 of
this section to enact bylaws or to enter into agreements without shareholder
adoption of the same.

8. The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the

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request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this section.

9. Any provision of this chapter to the contrary notwithstanding, the
provisions of this section shall apply to all existing and new domestic
corporations, including but not limited to banks, trust companies, insurance
companies, building and loan associations, savings bank and safe deposit
companies, mortgage loan companies, corporations formed for benevolent,
religious, scientific or educational purposes and nonprofit corporations.

10. For the purpose of this section, references to "THE CORPORATION"
include all constituent corporations absorbed in a consolidation or merger
as well as the resulting or surviving corporation so that any person who is
or was a director, officer, employee or agent of such a constituent
corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position under the provisions of this section with respect
to the resulting or surviving corporation as he or she would if he or she
had served the resulting or surviving corporation in the same capacity.

11. For purposes of this section, the term "OTHER ENTERPRISE" shall
include employee benefit plans; the term "FINES" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and the
term "SERVING AT THE REQUEST OF THE CORPORATION" shall include any service
as a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he or
she reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to
in this section.

Each of the Registrants' Articles provide that it 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
act that such director or officer is or was, serving the Registrant, or at
its request, 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 Registrant 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.

Each of the Registrants' 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.

II-3

The Registrants have obtained insurance protecting the officers and
directors against certain liabilities.

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 either of the Registrants' Articles or
Bylaws or any agreement, vote of stockholders or disinterested directors, or
otherwise.

ITEM 16. LIST OF EXHIBITS

EXHIBIT
NUMBER EXHIBIT

1 Underwriting and Distribution Agreements: to be filed in future
filing.

3.1* 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.

3.2* By-Laws of Laclede Gas Company effective as of October 26, 2000
filed as Exhibit 3.3 to Registration Statement No. 333-48794 on
Form S-4 of The Laclede Group, Inc.

3.3* Articles of Incorporation of The Laclede Group, Inc. dated
October 18, 2000, filed as Appendix B to the proxy statement/
prospectus included in Registration Statement No. 333-48794 on
Form S-4 of The Laclede Group, Inc.

3.4* Bylaws of The Laclede Group, Inc. effective October 26, 2000,
filed as Appendix C to the proxy statement/prospectus included in
Registration Statement No. 333-48794 on Form S-4 of The Laclede
Group, Inc.

4.1* Rights Agreement, filed as Exhibit 1 to Form 8-A Registration
Statement effective October 1, 2001 (File No. 1-16681).

4.2* Mortgage and Deed of Trust, dated as of February 1, 1945; filed
as Exhibit 7-A to Registration Statement No. 2-5586.

4.3* Fourteenth Supplemental Indenture, dated as of October 26, 1976;
filed on June 26, 1979 as Exhibit b-4 to Registration Statement
No. 2-64857.

4.4* Eighteenth Supplemental Indenture, dated as of November 15, 1989;
filed as Exhibit 28(b) to the Registration Statement No.
33-38413.

II-4

EXHIBIT
NUMBER EXHIBIT

4.5* Nineteenth Supplemental Indenture, dated as of May 15, 1991;
filed on May 16, 1991 as Exhibit 4.01 to Laclede Gas Company's
Form 8-K (File No. 1-1822).

4.6* Twentieth Supplemental Indenture, dated as of November 1, 1992;
filed on November 4, 1992 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.7* Twenty-First Supplemental Indenture, dated as of May 1, 1993;
filed on May 13, 1993 as Exhibit 4.01 to Laclede Gas Company's
Form 8-K (File No. 1-1822).

4.8* Twenty-Second Supplemental Indenture, dated as of November 15,
1995; filed on December 3, 1995 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.9* Twenty-Third Supplemental Indenture, dated as of October 15,
1997; filed on November 6, 1997 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.10* Twenty-Fourth Supplemental Indenture, dated as of June 1, 1999;
filed on June 4, 1999 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).

4.11* Twenty-Fifth Supplemental Indenture, dated as of September 15,
2000, filed on September 29, 2000 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.12* Twenty-Sixth Supplemental Indenture, dated as of June 15, 2001,
filed on July 6, 2001 as Exhibit 4.01 to Laclede Gas Company's Form
8-K (File No. 1-1822).

4.13* Form of additional Supplemental Indenture(s) for the first
mortgage bonds; previously filed as Exhibit 4.11 to this
Registration Statement (No. 333-40362).

4.14* Form of Indenture for the Unsecured Debt Securities; previously
filed as Exhibit 4.12 to this Registration Statement (No.
333-40362).

4.14(a)* Form of Officer's Certificate relating to Debt Securities
Establishing Senior Notes, with form of Debt Security attached;
previously filed as Exhibit 4.12(a) to this Registration Statement
(No. 333-40362).

II-5

EXHIBIT
NUMBER EXHIBIT

4.14(b)* Form of Officer's Certificate relating to Debt Securities
Establishing Medium-Term Notes, with form of Debt Security
attached; previously filed as Exhibit 4.12(b) to this Registration
Statement (No. 333-40362).

5.1* Opinion of Gerald T. McNeive, Jr., Senior Vice President-Finance
and General Counsel of Laclede Gas Company, previously filed as
Exhibit 5 to this Registration Statement (No. 333-40362).

5.2 Opinion of Gerald T. McNeive, Jr., Senior Vice President-
Finance and General Counsel of The Laclede Group, Inc.

12* Computation of Ratio of Earnings to Fixed Charges filed as
Exhibit 12 to this Registration Statement (No. 333-40362).

23.1(a)* Consent of Gerald T. McNeive, Jr. (included in Exhibit 5.1).

23.2(a) Consent of Gerald T. McNeive, Jr. (included in Exhibit 5.2 herewith).

23(b) Consent of Deloitte & Touche LLP.

24.1* Laclede Gas Company Power of Attorney (previously included in
signature page).

24.2 The Laclede Group, Inc. Power of Attorney.

25(a)* Form T-1, Statement of Eligibility under the Trust Indenture Act
of 1939 of State Street Bank and Trust Company of Missouri, N.A.,
previously filed as Exhibit 25(a) to this Registration Statement
(No. 333-40362).

25(b)* Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of State Street Bank and Trust Company, previously filed as
Exhibit 25(b) to this Registration Statement (No. 333-40362).

------------
*Incorporated by reference.

II-6

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
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of St. Louis, and State of Missouri, on September 25, 2001.

LACLEDE GAS COMPANY

By: /s/ Douglas H. Yaeger
-----------------------------------
Douglas H. Yaeger
Chairman, President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

/s/ D. H. Yaeger Chairman of the Board, President, September 25, 2001
------------------------- Chief Executive Officer and
(D. H. Yaeger) Director

/s/ G. T. McNeive, Jr. Senior Vice President-Finance and September 25, 2001
------------------------- General Counsel (Principal
(G. T. McNeive, Jr.) Financial Officer)

/s/ J. A. Fallert Controller September 25, 2001
-------------------------
(J. A. Fallert)

/s/ * Director September 25, 2001
-------------------------
(A. B. Craig, III)

/s/ * Director September 25, 2001
-------------------------
(H. Givens)

/s/ * Director September 25, 2001
-------------------------
(C. R. Holman)

II-7

/s/ * Director September 25, 2001
-------------------------
(R. C. Jaudes)

/s/ * Director September 25, 2001
-------------------------
(M. A. Krey VanLokeren)

/s/ * Director September 25, 2001
-------------------------
(W. S. Maritz)

/s/ * Director September 25, 2001
-------------------------
(W. E. Nasser)

/s/ * Director September 25, 2001
-------------------------
(R. P. Stupp)

By: /s/ Mary C. Kullman
---------------------
Mary C. Kullman
Attorney-In-Fact

II-8

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 Post-
Effective Amendment No. 1 to the Registration Statement on Form S-3 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of St. Louis, and State of Missouri, on September 25, 2001.

THE LACLEDE GROUP, INC.

By: /s/ Douglas H. Yaeger
-------------------------------------
Douglas H. Yaeger
Chairman, President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

NAME TITLE DATE
---- ----- ----

/s/ D. H. Yaeger Chairman of the Board, President, September 25, 2001
------------------------- Chief Executive Officer and
(D. H. Yaeger) Director

/s/ G. T. McNeive, Jr. Senior Vice President September 25, 2001
------------------------- (Principal Financial and
(G. T. McNeive, Jr.) Accounting Officer)

* Director September 25, 2001
-------------------------
(A. B. Craig, III)

* Director September 25, 2001
-------------------------
(H. Givens)

* Director September 25, 2001
-------------------------
(C. R. Holman)

* Director September 25, 2001
-------------------------
(R. C. Jaudes)

II-9

* Director September 25, 2001
-------------------------
(M. A. VanLokeren)

* Director September 25, 2001
-------------------------
(W. S. Maritz)

* Director September 25, 2001
-------------------------
(W. E. Nasser)

* Director September 25, 2001
-------------------------
(R. P. Stupp)

By: /s/ Mary C. Kullman
-------------------
Mary C. Kullman
Attorney-in-fact

II-10

INDEX TO EXHIBITS

EXHIBIT
NUMBER EXHIBIT

1 Underwriting and Distribution Agreements: to be filed in future
filing.

3.1* 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.

3.2* By-Laws of Laclede Gas Company effective as of October 26, 2000
filed as Exhibit 3.3 to Registration Statement No. 333-48794 on
Form S-4 of The Laclede Group, Inc.

3.3* Articles of Incorporation of The Laclede Group, Inc. dated October
18, 2000, filed as Appendix B to the proxy statement/prospectus
included in Registration Statement No. 333-48794 on Form S-4 of
The Laclede Group, Inc.

4.1* Rights Agreement, filed as Exhibit 1 to Form 8-A Registration
Statement dated October 1, 2001 (File No. 1-16681).

4.2* Mortgage and Deed of Trust, dated as of February 1, 1945; filed
as Exhibit 7-A to Registration Statement No. 2-5586.

4.3* Fourteenth Supplemental Indenture, dated as of October 26, 1976;
filed on June 26, 1979 as Exhibit b-4 to Registration Statement
No. 2-64857.

4.4* Eighteenth Supplemental Indenture, dated as of November 15, 1989;
filed as Exhibit 28(b) to the Registration Statement No.
33-38413.

4.5* Nineteenth Supplemental Indenture, dated as of May 15, 1991;
filed on May 16, 1991 as Exhibit 4.01 to Laclede Gas Company's
Form 8-K (File No. 1-1822).

4.6* Twentieth Supplemental Indenture, dated as of November 1, 1992;
filed on November 4, 1992 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.7* Twenty-First Supplemental Indenture, dated as of May 1, 1993;
filed on May 13, 1993 as Exhibit 4.01 to Laclede Gas Company's
Form 8-K (File No. 1-1822).

II-11

EXHIBIT
NUMBER EXHIBIT

4.8* Twenty-Second Supplemental Indenture, dated as of November 15,
1995; filed on December 3, 1995 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.9* Twenty-Third Supplemental Indenture, dated as of October 15, 1997;
filed on November 6, 1997 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.10* Twenty-Fourth Supplemental Indenture, dated as of June 1, 1999;
filed on June 4, 1999 as Exhibit 4.01 to the Company's Form 8-K
(File No. 1-1822).

4.11* Twenty-Fifth Supplemental Indenture, dated as of September 15,
2000, filed on September 29, 2000 as Exhibit 4.01 to Laclede Gas
Company's Form 8-K (File No. 1-1822).

4.12* Twenty-Sixth Supplemental Indenture, dated as of June 15, 2001,
filed on July 6, 2001 as Exhibit 4.01 to Laclede Gas Company's Form
8-K (File No. 1-1822).

4.13* Form of additional Supplemental Indenture(s) for the first
mortgage bonds; previously filed as Exhibit 4.11 to the
Registration Statement (No. 333-40362).

4.14* Form of Indenture for the Unsecured Debt Securities; previously
filed as Exhibit 4.12 to the Registration Statement (No.
333-40362).

4.14(a)* Form of Officer's Certificate relating to Debt Securities
Establishing Senior Notes, with form of Debt Security attached;
previously filed as Exhibit 4.12(a) to the Registration Statement
(No. 333-40362).

5.1* Opinion of Gerald T. McNeive, Jr., Senior Vice President-Finance
and General Counsel of Laclede Gas Company, previously filed as
Exhibit 5 to this Registration Statement (No. 333-40362).

5.2 Opinion of Gerald T. McNeive, Jr., Senior Vice President-Finance
and General Counsel of The Laclede Group, Inc.

12* Computation of Ratio of Earnings to Fixed Charges filed as Exhibit
12 to this Registration Statement (No. 333-40362).

II-12

EXHIBIT
NUMBER EXHIBIT

23.1(a)* Consent of Gerald T. McNeive, Jr. (included in Exhibit 5.1).

23.2(a) Consent of Gerald T. McNeive, Jr. (included in Exhibit 5.2 herewith).

23(b) Consent of Deloitte & Touche LLP.

24.1* Laclede Gas Company Power of Attorney (previously included in
signature page).

24.2 The Laclede Group, Inc. Power of Attorney.

------------
*Incorporated by reference.

II-13