SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the Quarter Ended June 30, 2004
OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES

EXCHANGE ACT OF 1934

----------------------------------------------------------------------------------------------------
 Commission File   Exact Name of Registrant as           State of             I.R.S.
 Number            Specified in its Charter and          Incorporation        Employer
                   Principal Office Address and                               Identification Number
                   Telephone Number
----------------------------------------------------------------------------------------------------
 1-16681           The Laclede Group, Inc.               Missouri             74-2976504
                   720 Olive Street
                   St. Louis, MO 63101
                   314-342-0500
----------------------------------------------------------------------------------------------------
 1-1822            Laclede Gas Company                   Missouri             43-0368139
                   720 Olive Street
                   St. Louis, MO 63101
                   314-342-0500
----------------------------------------------------------------------------------------------------

Indicate by check mark whether the registrant:

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report),

The Laclede Group, Inc.:                    Yes  X         No
                                                ---           ---

Laclede Gas Company:                        Yes  X         No
                                                ---           ---

and (2) has been subject to such filing requirements for the past 90 days:

The Laclede Group, Inc.:                    Yes  X         No
                                                ---           ---

Laclede Gas Company:                        Yes  X         No
                                                ---           ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act):

The Laclede Group, Inc.                     Yes  X         No
                                                ---           ---

Laclede Gas Company:                        Yes            No  X
                                                ---           ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

                                                          Shares Outstanding At
Registrant                Description of Common Stock         July 30, 2004
----------                ---------------------------         -------------
The Laclede Group, Inc.   Common Stock ($1.00 Par Value)       20,978,823
Laclede Gas Company       Common Stock ($1.00 Par Value)              100*

*100% owned by The Laclede Group, Inc.


TABLE OF CONTENTS                                                               Page No.
                                                                                --------

PART I. FINANCIAL INFORMATION

Item 1   Financial Statements

         The Laclede Group, Inc.:
                  Statements of Consolidated Income                             4
                  Statements of Consolidated Comprehensive Income               5
                  Consolidated Balance Sheets                                   6-7
                  Statements of Consolidated Cash Flows                         8
                  Notes to Consolidated Financial Statements                    9-18

         Laclede Gas Company:
                  Statements of Income                                     Ex. 99.1, p. 1
                  Balance Sheets                                           Ex. 99.1, pp. 2-3
                  Statements of Cash Flows                                 Ex. 99.1, p. 4
                  Notes to Financial Statements                            Ex. 99.1, pp. 5-10


Item 2   Management's Discussion and Analysis of Financial Condition and
                  Results of Operations (The Laclede Group, Inc.)              19-29
         Management's Discussion and Analysis of Financial Condition and
                  Results of Operations (Laclede Gas Company)              Ex. 99.1, pp. 11-19

Item 3   Quantitative and Qualitative Disclosures About Market Risk            30

Item 4    Controls and Procedures                                              30

PART II. OTHER INFORMATION

Item 1   Legal Proceedings                                                     31

Item 6   Exhibits and Other Reports on Form 8-K                                31

SIGNATURES - The Laclede Group, Inc.                                           32

SIGNATURES - Laclede Gas Company                                               33

INDEX TO EXHIBITS                                                              34

Filing Format
This Quarterly Report on Form 10-Q is a combined report being filed by two separate registrants: The Laclede Group, Inc. (Laclede Group or the Company) and Laclede Gas Company (Laclede Gas or the Utility).

2

PART I
FINANCIAL INFORMATION

The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's Form 10-K for the fiscal year ended September 30, 2003.

3

Item 1. Financial Statements

                                             THE LACLEDE GROUP, INC.
                                        STATEMENTS OF CONSOLIDATED INCOME
                                                  (UNAUDITED)

(Thousands, Except Per Share Amounts)

                                                       Three Months Ended               Nine Months Ended
                                                            June 30,                        June 30,
                                                   ---------------------------     ----------------------------
                                                        2004           2003              2004           2003
                                                        ----           ----              ----           ----
Operating Revenues:
  Regulated
    Gas distribution                                   $125,870      $114,207          $784,118       $688,828
  Non-Regulated
    Services                                             34,973        27,276            69,771         75,414
    Gas marketing                                        80,475        41,762           192,938        118,903
    Other                                                 3,742         3,350             5,825          5,800
                                                   ---------------------------     ----------------------------
        Total Operating Revenues                        245,060       186,595         1,052,652        888,945
                                                   ---------------------------     ----------------------------
Operating Expenses:
  Regulated
    Natural and propane gas                              68,855        60,293           532,414        442,054
    Other operation expenses                             28,411        27,097            90,702         88,084
    Maintenance                                           4,599         4,583            13,669         13,977
    Depreciation and amortization                         5,746         5,579            17,115         16,668
    Taxes, other than income taxes                       12,018        11,553            51,747         48,260
                                                   ---------------------------    -----------------------------
        Total regulated operating expenses              119,629       109,105           705,647        609,043
  Non-Regulated
    Services                                             29,619        24,721            69,468         78,666
    Gas marketing                                        78,567        40,381           188,668        115,228
    Other                                                 3,690         3,185             5,461          5,269
                                                   ---------------------------    -----------------------------
        Total Operating Expenses                        231,505       177,392           969,244        808,206
                                                   ---------------------------    -----------------------------
Operating Income                                         13,555         9,203            83,408         80,739
                                                   ---------------------------    -----------------------------
Other Income and (Income Deductions) - Net                   65           (68)            3,402            974
                                                   ---------------------------    -----------------------------
Interest Charges:
  Interest on long-term debt                              6,207         4,945            15,836         15,355
  Interest on long-term debt to unconsolidated
   affiliate trust                                          893           866             2,626          1,877
  Other interest charges                                    565           810             2,649          3,112
                                                   ---------------------------    -----------------------------
        Total Interest Charges                            7,665         6,621            21,111         20,344
                                                   ---------------------------    -----------------------------
Income Before Income Taxes                                5,955         2,514            65,699         61,369
Income Tax Expense                                        2,192           476            23,774         22,635
                                                   ---------------------------    -----------------------------
Net Income                                                3,763         2,038            41,925         38,734
Dividends on Redeemable Preferred Stock -
 Laclede Gas                                                 16            16                47             47
                                                   ---------------------------    -----------------------------
Net Income Applicable to Common Stock                  $  3,747      $  2,022          $ 41,878       $ 38,687
                                                   ===========================    =============================

Average Number of Common Shares Outstanding              19,863        19,044            19,381         19,002

Basic Earnings Per Share of Common Stock                   $.19          $.11             $2.16          $2.04

Diluted Earnings Per Share of Common Stock                 $.19          $.11             $2.16          $2.04

Dividends Declared Per Share of Common Stock              $.340         $.335            $1.015         $1.005


See notes to consolidated financial statements.

4

                                             THE LACLEDE GROUP, INC.
                                STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME
                                                  (UNAUDITED)

(Thousands)

                                                       Three Months Ended             Nine Months Ended
                                                            June 30,                      June 30,
                                                   -------------------------     ---------------------------
                                                       2004           2003           2004           2003
                                                       ----           ----           ----           ----

Net Income Applicable to Common Stock                 $3,747         $2,022          $41,878        $38,687
                                                   -------------------------     ---------------------------
Other Comprehensive Income:
  Net gain (loss) on cash flow hedging
   derivative instruments:
    Net hedging gain (loss) arising during
     period                                             (727)           259           (2,870)           519
    Reclassification adjustment for
     (gains) losses included in net income             2,693           (229)           1,750           (229)
                                                   -------------------------     ---------------------------
    Net unrealized gain (loss) on cash flow
     hedging derivative instruments                    1,966             30           (1,120)           290
                                                   -------------------------     ---------------------------
Other Comprehensive Income (Loss),                                       30           (1,120)           290
 Before Tax                                            1,966
Income Tax (Benefit) Expense Related to
 Items of Other Comprehensive Income (Loss)              760             11             (432)           112
                                                   -------------------------     ---------------------------
Other Comprehensive Income (Loss), Net
 of Tax                                                1,206             19             (688)           178
                                                   -------------------------     ---------------------------
Comprehensive Income                                  $4,953         $2,041          $41,190        $38,865
                                                   =========================     ===========================

See notes to consolidated financial statements.

5

                                           THE LACLEDE GROUP, INC.
                                         CONSOLIDATED BALANCE SHEETS
                                                (UNAUDITED)

                                                                June 30,          Sept. 30,         June 30,
                                                                  2004              2003             2003
                                                                  ----              ----             ----
(Thousands)

                          ASSETS

Utility Plant                                                   $1,060,868        $1,030,665       $1,018,482
  Less: Accumulated depreciation and amortization                  420,994           409,418          406,482
                                                             --------------    --------------    -------------
    Net Utility Plant                                              639,874           621,247          612,000
                                                             --------------    --------------    -------------
Goodwill                                                            28,124            28,124           28,124
                                                             --------------    --------------    -------------
Other Property and Investments                                      45,785            45,998           45,691
                                                             --------------    --------------    -------------

Current Assets:
  Cash and cash equivalents                                         11,877             7,291            7,274
  Accounts receivable:
    Gas Customers - billed and unbilled                             78,633            70,217           70,444
    Other                                                           64,858            41,298           39,401
    Allowances for doubtful accounts                                (7,935)           (7,181)          (5,415)
  Delayed customer billings                                         11,211                 -           16,778
  Inventories:
    Natural gas stored underground at LIFO cost                     56,173           117,231           51,870
    Propane gas at FIFO cost                                        15,808            17,132           12,473
    Materials, supplies, and merchandise at avg. cost                4,920             4,071            4,342
  Derivative instrument assets                                       7,141            12,643           11,521
  Deferred income taxes                                              5,579             7,631            6,332
  Prepayments and other                                             15,052            17,557            8,698
                                                             --------------    --------------    -------------
    Total Current Assets                                           263,317           287,890          223,718
                                                             --------------    --------------    -------------

Deferred Charges:
  Prepaid pension cost                                             102,463           109,445          110,662
  Regulatory assets                                                102,200           103,807           72,266
  Other                                                              9,901             6,287            6,052
                                                             --------------    --------------    -------------
    Total Deferred Charges                                         214,564           219,539          188,980
                                                             --------------    --------------    -------------
Total Assets                                                    $1,191,664        $1,202,798       $1,098,513
                                                             ==============    ==============    =============

See notes to consolidated financial statements.

6

                                              THE LACLEDE GROUP, INC.
                                      CONSOLIDATED BALANCE SHEETS (Continued)
                                                   (UNAUDITED)

                                                                       June 30,         Sept. 30,         June 30,
                                                                         2004             2003              2003
                                                                         ----             ----              ----
(Thousands, except share amounts)

                  CAPITALIZATION AND LIABILITIES
Capitalization:
  Common stock (70,000,000 shares authorized, 20,946,171,
   19,082,402 and 19,046,235 shares issued, respectively)             $   20,946       $   19,082        $   19,046
  Paid-in capital                                                        115,138           68,460            67,521
  Retained earnings                                                      233,439          211,610           222,105
  Accumulated other comprehensive loss                                      (768)             (80)             (161)
                                                                    -------------    -------------     -------------
    Total common stock equity                                            368,755          299,072           308,511
  Redeemable preferred stock (less current sinking fund
   requirements) - Laclede Gas                                             1,108            1,258             1,258
  Long-term debt to unconsolidated affiliate trust                        46,400           46,400            46,400
  Long-term debt (less current portion) - Laclede Gas                    333,911          259,625           259,607
                                                                    -------------    -------------     -------------
    Total Capitalization                                                 750,174          606,355           615,776
                                                                    -------------    -------------     -------------

Current Liabilities:
  Notes payable                                                            3,625          218,200           128,860
  Accounts payable                                                        91,565           66,001            63,226
  Advance customer billings                                                    -           15,361                 -
  Current portion of long-term debt and preferred stock                   25,145                -                 -
  Taxes accrued                                                           24,111           13,211            25,110
  Unamortized purchased gas adjustment                                     1,149            5,865             1,898
  Other                                                                   51,830           47,638            43,866
                                                                    -------------    -------------     -------------
    Total Current Liabilities                                            197,425          366,276           262,960
                                                                    -------------    -------------     -------------

Deferred Credits and Other Liabilities:
  Deferred income taxes                                                  194,185          180,598           155,481
  Unamortized investment tax credits                                       5,087            5,316             5,394
  Pension and postretirement benefit costs                                21,164           20,973            20,489
  Regulatory liabilities                                                     927              582            16,137
  Other                                                                   22,702           22,698            22,276
                                                                    -------------    -------------     -------------
    Total Deferred Credits and Other Liabilities                         244,065          230,167           219,777
                                                                    -------------    -------------     -------------
Total Capitalization and Liabilities                                  $1,191,664       $1,202,798        $1,098,513
                                                                    =============    =============     =============

See notes to consolidated financial statements.

7

                                         THE LACLEDE GROUP, INC.
                                  STATEMENTS OF CONSOLIDATED CASH FLOWS
                                               (UNAUDITED)

                                                                                 Nine Months Ended
                                                                                      June 30,
                                                                           -------------------------------
                                                                                2004              2003
                                                                                ----              ----
(Thousands)

Operating Activities:
  Net Income                                                                  $  41,925          $ 38,734
  Adjustments to reconcile net income
   to net cash provided by (used in) operating activities:
    Depreciation and amortization                                                19,834            18,901
    Deferred income taxes and investment
     tax credits                                                                 10,553             4,899
    Other - net                                                                     174               450
    Changes in assets and liabilities:
      Accounts receivable - net                                                 (31,222)          (14,952)
      Unamortized purchased gas adjustments                                      (4,716)          (21,078)
      Deferred purchased gas costs                                               12,321             6,278
      Delayed customer billings - net                                           (26,572)          (41,610)
      Accounts payable                                                           25,564            17,519
      Taxes accrued                                                              10,900            15,295
      Natural gas stored underground                                             61,058            25,251
      Other assets and liabilities                                               10,772             9,079
                                                                           -------------     -------------
        Net cash provided by operating activities                             $ 130,591          $ 58,766
                                                                           -------------     -------------

Investing Activities:
  Construction expenditures                                                     (37,609)          (35,824)
  Employee benefit trusts                                                        (2,041)             (151)
  Other investments                                                               1,127              (844)
                                                                           -------------     -------------
        Net cash used in investing activities                                 $ (38,523)         $(36,819)
                                                                           -------------     -------------

Financing Activities:
  Issuance of first mortgage bonds                                              150,000                 -
  Maturity/Redemption of first mortgage bonds                                   (50,000)          (25,000)
  Repayment of short-term debt - net                                           (214,575)          (32,810)
  Dividends paid                                                                (19,357)          (19,104)
  Issuance of common stock                                                       48,542             2,979
  Issuance of long-term debt to unconsolidated affiliate trust                        -            46,400
  Preferred stock reacquired                                                         (5)               (8)
  Other                                                                          (2,087)                -
                                                                           ------------     -------------
        Net cash used in financing activities                                 $ (87,482)         $(27,543)
                                                                           -------------     -------------

Net Increase (Decrease) in Cash and Cash Equivalents                          $   4,586          $ (5,596)
Cash and Cash Equivalents at Beginning of Period                                  7,291            12,870
                                                                           -------------     -------------
Cash and Cash Equivalents at End of Period                                    $  11,877          $  7,274
                                                                           =============     =============

Supplemental Disclosure of Cash Paid During the Period for:
  Interest                                                                    $  21,821          $ 22,120
  Income taxes                                                                      422               473


See notes to consolidated financial statements.

8

THE LACLEDE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These notes are an integral part of the accompanying consolidated financial statements of The Laclede Group, Inc. (Laclede Group or the Company) and its subsidiaries. In the opinion of Laclede Group, this interim report includes all adjustments (consisting of only normal recurring accruals) necessary for the fair presentation of the results of operations for the periods presented. Certain prior-period amounts have been reclassified to conform to current-period presentation. This Form 10-Q should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Company's Fiscal Year 2003 Form 10-K.

The consolidated financial position, results of operations and cash flows of Laclede Group are comprised primarily from the consolidated financial position, results of operations and cash flows of Laclede Gas Company (Laclede Gas or the Utility). Laclede Gas is a regulated natural gas distribution utility having a material seasonal cycle. As a result, these interim statements of income for Laclede Group are not necessarily indicative of annual results or representative of the succeeding quarter of the fiscal year. Due to the seasonal nature of the business of Laclede Gas, earnings are typically concentrated in the November through April period, which generally corresponds with the heating season. The Utility typically experiences losses during the non-heating season. The seasonal effect of the Utility's earnings on Laclede Group is generally expected to be tempered somewhat by the results of SM&P Utility Resources, Inc. (SM&P), a non-regulated underground facility locating and marking service business, whose operations tend to be counter-seasonal to those of Laclede Gas.

REVENUE RECOGNITION - Laclede Gas reads meters and bills its customers on a monthly cycle billing basis. The Utility records its regulated gas distribution revenues from gas sales and transportation service on an accrual basis that includes estimated amounts for gas delivered, but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amount of accrued unbilled revenue at June 30, 2004 and 2003, for the Utility, was $7.1 million and $6.5 million, respectively. After accrual of related gas cost expense, the accrued pre-tax net revenues at June 30, 2004 and 2003 were $3.3 million and $2.7 million, respectively. The amount of accrued unbilled revenue at September 30, 2003 was $8.9 million.

SM&P, Laclede Energy Resources, Inc. (LER) and Laclede Group's other non-regulated subsidiaries record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, Laclede Group's non-regulated marketing affiliate, LER, enters into fixed price commitments associated with the purchase or sale of natural gas. LER's fixed price energy contracts are designated as normal purchases and normal sales, as defined in accordance with the Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." As such, those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues are recorded using a gross presentation.

STOCK-BASED COMPENSATION - The Laclede Group Equity Incentive Plan was approved at the annual meeting of shareholders of Laclede Group on January 30, 2003. The purpose of the Equity Incentive Plan is to provide a more competitive compensation program and to attract and retain those executive and other key employees essential to achieve the Company's strategic objectives. To accomplish this purpose, the compensation committee of the board of directors may grant awards under the Equity Incentive Plan that may be earned by achieving performance objectives and/or other criteria as determined by the compensation committee. Under the terms of the Equity Incentive Plan, key employees of the Company and its subsidiaries, as determined at the sole discretion of the administrator, will be eligible to receive (a) restricted shares of common stock, (b) performance awards, (c) stock options exercisable into shares of common stock, (d) stock appreciation rights, and (e) stock units, as well as any other stock-based awards not inconsistent with the Equity Incentive Plan. Each award under the Equity Incentive Plan shall have a minimum vesting period of at least one year. The total number of shares that may be issued pursuant to awards under the Equity Incentive Plan may not exceed 1,250,000.

During the nine months ended June 30, 2004, the Company granted 1,500 shares of restricted stock at a weighted average fair value of $28.85 per share. These shares have restrictions on vesting, sale and transferability. The restrictions lapse with the passage of time. The Company holds the certificates for restricted stock until the shares fully vest in November 2005. In the interim, a participant receives full dividends and voting rights. Restricted stock awards are recorded at the market value on the date of the grant. Compensation cost charged against income for the nine months ended June 30, 2004 was approximately $9,000, net of tax effects.

During the nine months ended June 30, 2004, the Company granted 224,000 non-qualified stock options to employees at an exercise price of $28.85 per share (none of these options were granted during the quarter ended June 30, 2004). These options may not be exercised before November 6, 2004. The stock options vest one-fourth each year for four years after the date of the grant and expire on the tenth anniversary of the grant date. The Company accounts for the Equity Incentive Plan under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related Interpretations. No compensation

9

expense has been recognized in net income, as all options granted under the Equity Incentive Plan had an exercise price equal to the market value of the Company's stock on the date of the grant.

Stock option activity for the quarter ended June 30, 2004 is presented below.

                                                         Weighted Average
                                             Shares       Exercise Price
                                            ---------   ------------------

Outstanding at March 31, 2004                394,950          $26.43

Granted                                            -             -
Exercised                                          -             -
Forfeited                                          -             -

Outstanding at June 30, 2004                 394,950          $26.43

Exercisable at June 30, 2004                  17,200          $23.27

The closing price of the Company's common stock was $27.41 at June 30, 2004.

If compensation expense had been determined based on the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's net income and earnings per share would have been reduced to the amounts shown in the following table. The weighted-average fair value of options granted during the nine months ended June 30, 2004 is $6.22 per option. The estimated fair value of options would be amortized to expense over the options' vesting period and restricted stock would be expensed on the grant date.

                                                           Three Months Ended                 Nine Months Ended
                                                                June 30,                           June 30,
                                                        -------------------------          ------------------------
                                                           2004           2003                2004           2003
                                                           ----           ----                ----           ----
(Thousands, Except Per Share Amounts)
Net income applicable to
 common stock, as reported                                 $3,747         $2,022             $41,878       $38,687

Deduct: Total stock-based employee
 compensation expense determined
 under the fair value based method
 for all awards, net of tax effects                            85             33                 261            58
                                                        -------------------------          ------------------------

Pro forma net income applicable
 to common stock                                           $3,662         $1,989             $41,617       $38,629
                                                        =========================          ========================

Earnings per share:
Basic - as reported                                          $.19           $.11               $2.16         $2.04
Diluted - as reported                                        $.19           $.11               $2.16         $2.04
Basic - pro forma                                            $.18           $.10               $2.15         $2.03
Diluted - pro forma                                          $.18           $.10               $2.15         $2.03

The fair value of the options granted during the nine months ended June 30, 2004 was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions:

                                                      Nine Months Ended
                                                          June 30,
                                                ----------------------------
                                                     2004           2003
                                                     ----           ----
Risk free interest rate                             4.30%           4.00%
Expected dividend yield of stock                    4.60%           5.70%
Expected volatility of stock                       25.00%          25.00%
Expected life of option                           96 months       96 months

NEW ACCOUNTING STANDARDS - Financial Accounting Standards Board (FASB) Interpretation No. 46 (Revised December 2003) (FIN 46R), "Consolidation of Variable Interest Entities," addresses consolidation of business enterprises of variable interest entities. Public entities shall apply this Interpretation to their interests in

10

special purpose entities as of the first interim period ending after December 15, 2003. Application by public entities for all other types of variable interest entities is required in financial statements for periods ending after March 15, 2004.

In December 2002, Laclede Group formed a wholly owned trust, Laclede Capital Trust I (Trust), for the sole purpose of issuing preferred securities and lending the gross proceeds to its parent, Laclede Group. As of June 30, 2004, the Trust has $45 million of Trust Preferred Securities outstanding. The sole assets of the Trust are debentures of Laclede Group, totaling $46.4 million, with the same economic terms as the Trust Preferred Securities. Prior to the application of FIN 46R, the Trust was consolidated in the financial statements of Laclede Group. The Company evaluated the effect of this pronouncement on this consolidation. In accordance with the provisions of FIN 46R, Laclede Group has determined that the Trust is a variable interest entity because its common securities investment is considered not at risk, and Laclede Group is not the primary beneficiary of the Trust. Accordingly, the Trust was deconsolidated during the quarter ended March 31, 2004. The Consolidated Balance Sheets have been modified to include Investments in Unconsolidated Subsidiaries of $1.4 million representing Laclede Group's common securities investment in the Trust and to reflect Laclede Group's obligations related to the debentures. The common securities investment is included on the Other Property and Investments line on the Consolidated Balance Sheets. As permitted under FIN 46R, the Trust has been deconsolidated for prior periods and presented to be consistent with the current presentation. The adoption of FIN 46R did not result in a cumulative effect of an accounting change adjustment and did not have a material effect on the financial position or results of operations of Laclede Group.

In December 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 132 (revised 2003) (SFAS No. 132(R)), "Employers' Disclosures about Pensions and Other Postretirement Benefits." The provisions of this Statement do not change the measurement and recognition provisions of SFAS No. 87, "Employers' Accounting for Pensions," No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." SFAS No. 132(R) replaces SFAS No. 132, and requires certain additional disclosures that became effective for fiscal years ending after and interim periods beginning after December 15, 2003. The required disclosures are included in Note 3 to the Consolidated Financial Statements on page 12 of this report.

The Emerging Issues Task Force (EITF) deliberated Issue 03-01, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The Issue was intended to address the meaning of other-than-temporary impairment and its application to certain investments held at cost. A consensus was reached regarding disclosure requirements concerning unrealized losses on available-for-sale debt and equity securities accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and SFAS No. 124, "Accounting for Certain Investments Held for Not-for-Profit Organizations." The guidance for evaluating whether an investment is other-than-temporarily impaired should be applied in reporting periods beginning after June 15, 2004. The disclosures are effective in annual financial statements for fiscal years ended after December 15, 2003, for investments accounted for under SFAS Nos. 115 and 124. For all other investments within the scope of this Issue, the disclosures are effective in annual financial statements for fiscal years ending after June 15, 2004. Additional disclosures for cost method investments are effective for fiscal years ending after June 15, 2004. Laclede Group is currently evaluating the effect of this pronouncement on its financial statements.

2. EARNINGS PER SHARE

SFAS No. 128, "Earnings Per Share," requires dual presentation of basic and diluted earnings per share (EPS). Basic EPS does not include potentially dilutive securities and is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS assumes the issuance of common shares pursuant to the Company's stock-based compensation plan and the vesting of non-vested stock awards at the beginning of each respective period. There were 224,000 stock options outstanding that were anti-dilutive at June 30, 2004.

11

                                                       Three Months Ended          Nine Months Ended
                                                            June 30,                    June 30,
                                                     -----------------------    -----------------------
(Thousands, Except Per Share Amounts)                    2004        2003           2004        2003
                                                         ----        ----           ----        ----

Basic EPS:
Net Income Applicable to Common Stock                   $ 3,747     $ 2,022        $41,878     $38,687
Weighted-Average Shares Outstanding                      19,863      19,044         19,381      19,002
Earnings Per Share of Common
 Stock                                                     $.19        $.11          $2.16       $2.04

Diluted EPS:
Net Income Applicable to Common Stock                   $ 3,747     $ 2,022        $41,878     $38,687

Weighted-Average Shares Outstanding                      19,863      19,044         19,381      19,002
Dilutive Effect of Employee Stock Options                    18          10             24           3
                                                     -----------------------    -----------------------
Weighted-Average Diluted Shares                          19,881      19,054         19,405      19,005
                                                     =======================    =======================

Earnings Per Share of Common
 Stock                                                     $.19        $.11          $2.16       $2.04

3. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Laclede Gas has non-contributory defined benefit, trusteed forms of pension plans covering substantially all employees over the age of twenty-one. Benefits are based on years of service and the employee's compensation during the last three years of employment.

The funding policy of Laclede Gas is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. The Utility has contributed $.2 million to the pension funds during the nine months ended June 30, 2004, and expects to contribute a total of $.3 million during fiscal year 2004. Plan assets consist primarily of corporate and U.S. government obligations and indexed equity funds.

Pension cost amounted to $1.1 million for the quarter ended June 30, 2004 and $.3 million for the same quarter last year. Pension costs for the nine months ended June 30, 2004 were $3.4 million compared with $.8 million for the same period last year. These costs include amounts capitalized with construction activities.

The net periodic pension costs include the following components:

                                                            Three Months Ended          Nine Months Ended
                                                                 June 30,                    June 30,
                                                         -----------------------     -----------------------
(Thousands)                                                  2004        2003            2004        2003
                                                             ----        ----            ----        ----

Service cost - benefits earned
 during the period                                          $ 2,776     $ 2,265        $  8,330    $  6,795
Interest cost on projected
 benefit obligation                                           4,058       4,150          12,173      12,450
Expected return on plan assets                               (5,625)     (5,650)        (16,874)    (16,950)
Amortization of transition obligation                             -         (59)              -        (177)
Amortization of prior service cost                              331         348             993       1,044
Amortization of actuarial loss                                  951         334           2,852       1,003
Regulatory adjustment                                        (1,368)     (1,108)         (4,105)     (3,324)
                                                         -----------------------     -----------------------
Net pension cost                                            $ 1,123     $   280        $  3,369    $    841
                                                         =======================     =======================

Pursuant to the Missouri Public Service Commission's (MoPSC or Commission) order in Laclede Gas' 2002 rate case, the return on plan assets is based on market-related value of plan assets implemented prospectively over a four-year period. Unrecognized gains or losses are amortized only to the extent that such gain or loss exceeds 10% of the greater of the projected benefit obligation or the market-related value of plan assets. Such excess is amortized over the average remaining service life of active participants. Also in the 2002 rate case, the Commission ordered that the recovery in rates for the Utility's qualified pension plans is based on the ERISA minimum contribution of zero effective October 1, 2002, and on the ERISA minimum contribution of zero plus $3.4 million annually effective July 1, 2003. The difference between this amount on a pro-rata basis and pension expense as calculated pursuant to the

12

above and included in the Statements of Consolidated Income and Consolidated Comprehensive Income is deferred as a regulatory asset or liability.

Pursuant to the provisions of the Laclede Gas pension plans, pension obligations may be satisfied by lump sum cash payments. Pursuant to MoPSC order, lump sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds 100% of the sum of service and interest costs. No lump sum payments were recognized as settlements during the nine months ended June 30, 2004 or the nine months ended June 30, 2003.

SM&P maintains a defined benefit plan for selected employees. The plan is a non-qualified plan and therefore has no assets held in trust. Net pension cost related to the plan is not material.

Laclede Gas also provides certain life insurance benefits at retirement. Medical insurance is available after early retirement until age 65.

Missouri state law provides for the recovery in rates of SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (OPEB), accrued costs provided that such costs are funded through an independent, external funding mechanism. Laclede Gas established the Voluntary Employees' Beneficiary Association (VEBA) and Rabbi trusts as its external funding mechanisms. VEBA and Rabbi trusts assets consist primarily of money market securities and mutual funds invested in stocks and bonds. Laclede Gas has contributed $5.5 million to the plans during the nine months ended June 30, 2004, and expects to contribute a total of $7.4 million during fiscal 2004. The unrecognized transition obligation is being amortized over 20 years.

Postretirement benefit costs were $2.0 million in the quarter ended June 30, 2004 compared with $1.9 million in the quarter ended June 30, 2003. Postretirement benefit costs were $5.9 million for the nine months ended June 30, 2004 compared with $5.8 million for the nine months ended June 30, 2003. These costs include amounts capitalized with construction activities.

Net periodic postretirement benefit costs consisted of the following components:

                                                        Three Months Ended          Nine Months Ended
                                                             June 30,                    June 30,
                                                      ------------------------    -----------------------
(Thousands)                                              2004         2003           2004        2003
                                                         ----         ----           ----        ----

Service cost - benefits earned
  during the period                                      $  794      $  690         $2,381      $2,069
Interest cost on accumulated
  postretirement benefit obligation                         801         916          2,402       2,746
Expected return on plan assets                             (209)       (234)          (627)       (703)
Amortization of transition
 obligation                                                 264         316            794         950
Amortization of prior service cost                           (8)         82            (24)        246
Amortization of actuarial loss                              174         103            523         311
Regulatory adjustment                                       165          75            494         226
                                                      ------------------------    -----------------------
Net postretirement benefit cost                          $1,981      $1,948         $5,943      $5,845
                                                      ========================    =======================

Pursuant to the Commission's order in the Utility's 2002 rate case, the return on plan assets is based on market related value of plan assets implemented prospectively over a four-year period. Unrecognized gains and losses are amortized only to the extent that such gain or loss exceeds 10% of the greater of the accumulated postretirement benefit obligation or the market-related value of plan assets. Such excess is amortized over the average remaining service life of active participants. Also in the 2002 rate case, the Commission ordered that the recovery in rates for the postretirement benefit costs be based on the accounting methodology as ordered in the 1999 rate case. The difference between this amount and postretirement benefit expense as calculated pursuant to the above is deferred as a regulatory asset or liability.

4. FINANCIAL INSTRUMENTS

In the course of its business, LER enters into fixed price commitments associated with the purchase or sale of natural gas. LER manages the price risk associated with these commitments by either closely matching the offsetting physical purchase or sale of natural gas at fixed prices or through the use of exchange-traded futures contracts to lock in margins. At June 30, 2004, LER's open positions were not material to Laclede Group's financial position or results of operations.

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Settled and open future positions were as follows at June 30, 2004:

                                                                                   Average
                                                                       MMBtu      Price per
                                                  Position Month    (millions)      MMBtu
                                                  --------------    ----------      -----
Settled net long and short futures positions         July 04           .26           5.85

Open short futures positions                        August 04          .38           5.84
                                                   November 04         .30           4.90
                                                   December 04         .30           6.10
                                                   February 05         .14           5.90

Open long futures positions                         October 04         .30           4.73
                                                   September 05        .14           5.05

The above futures contracts are derivative instruments and management has designated these items as cash flow hedges of forecasted transactions. The fair values of the instruments are recognized on the Consolidated Balance Sheets. The change in the fair value of the effective portion of these hedge instruments is recorded, net of tax, in Other Comprehensive Income, a component of Common Stock Equity. These amounts will reduce or be charged to Non-Regulated Gas Marketing Operating Revenues or Expenses in the Statements of Consolidated Income as the transactions occur. It is expected that approximately $.1 million of pre-tax net unrealized losses on cash flow hedging derivative instruments at June 30, 2004 will be reclassified into the Consolidated Statement of Income during fiscal 2004. The remainder, approximately $.2 million of pre-tax net unrealized losses, will be reclassified during fiscal 2005. The ineffective portions of these hedge instruments were immaterial for the periods presented, and such amounts are charged to Non-Regulated Gas Marketing Operating Revenues or Expenses. Cash flows from hedging transactions are classified in the same category as the cash flows from the items that are being hedged in the Statements of Consolidated Cash Flows.

5. INCOME TAXES

Net provision for income taxes was as follows during the periods set forth below:

                                                Three Months Ended         Nine Months Ended
                                                     June 30,                   June 30,
                                             -----------------------    -----------------------
(Thousands)                                       2004        2003           2004        2003
                                                  ----        ----           ----        ----
Federal
  Current                                       $(5,059)    $(1,774)       $11,314     $14,790
  Deferred                                        6,905       1,782          9,091       4,090
State and Local
  Current                                          (796)        135          1,907       2,946
  Deferred                                        1,142         333          1,462         809
                                             -----------------------    -----------------------
    Total                                       $ 2,192     $   476        $23,774     $22,635
                                             =======================    =======================

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6. OTHER INCOME AND INCOME DEDUCTIONS - NET

                                            Three Months Ended          Nine Months Ended
                                                 June 30,                   June 30,
                                         ------------------------   ------------------------
(Thousands)                                  2004         2003         2004          2003
                                             ----         ----         ----          ----

Investment gains                             $   -       $   -        $1,947          $  -
Allowance for funds used during
 construction                                  (33)        (26)          (94)          (77)
Other income                                   309         237         1,147           759
Other income deductions                       (211)       (279)          402           292
                                         ------------------------   ------------------------
Other income and income
 deductions - net                            $  65       $ (68)       $3,402          $974
                                         ========================   ========================

Laclede Gas recorded the receipt of proceeds totaling $1.9 million during the quarter ended March 31, 2004 related to its interest, as a policyholder, in the sale of a mutual insurance company. This represents an initial distribution relating to certain policies held by the Utility. Subsequent distributions, if any, are not expected to have a material impact on the consolidated financial position or results of operations of the Company.

7. INFORMATION BY OPERATING SEGMENT

The Regulated Gas Distribution segment consists of the regulated operations of Laclede Gas and is the core business segment of Laclede Group. The Non-Regulated Services segment includes the results of SM&P, an underground facility locating and marking business operating in the midwestern states, a wholly owned subsidiary of Laclede Group. The Non-Regulated Gas Marketing segment includes the results of LER, a wholly owned subsidiary of Laclede Group. Non-Regulated Other includes the transportation of liquid propane, real estate development, the compression of natural gas, the sale of insurance-related products, and financial investments in other enterprises. These operations are conducted through five wholly owned subsidiaries. Certain intersegment revenues with Laclede Gas are not eliminated in accordance with the provisions of SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation."

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                                        Regulated                   Non-Regulated
                                           Gas       Non-Regulated       Gas       Non-Regulated
(Thousands)                           Distribution     Services       Marketing        Other      Eliminations  Consolidated
----------------------------------------------------------------------------------------------------------------------------
Three Months Ended
June 30, 2004
-------------
Revenues from external
 Customers                             $  125,477       $34,858       $ 76,757        $   804      $      -      $  237,896
Intersegment revenues                         393           115          3,718          2,938             -           7,164
                                     ---------------------------------------------------------------------------------------
Total operating revenues                  125,870        34,973         80,475          3,742             -         245,060
Net income (loss) applicable to
 common stock                                (149)        2,686          1,171             39             -           3,747
Total assets                            1,071,350        59,393         46,578         35,663       (21,320)      1,191,664

Nine Months Ended
June 30, 2004
-------------
Revenues from external
 customers                             $  782,484       $69,524       $179,260        $ 2,548      $      -      $1,033,816
Intersegment revenues                       1,634           247         13,678          3,277             -          18,836
                                     ---------------------------------------------------------------------------------------
Total operating revenues                  784,118        69,771        192,938          5,825             -       1,052,652
Net income (loss) applicable to
 common stock                              40,534        (1,512)         2,598            258             -          41,878
Total assets                            1,071,350        59,393         46,578         35,663       (21,320)      1,191,664

Three Months Ended
June 30, 2003
-------------
Revenues from external
 customers                             $  114,120       $27,163       $ 37,385        $ 1,004      $      -      $  179,672
Intersegment revenues                          87           113          4,377          2,335            11           6,923
                                     ---------------------------------------------------------------------------------------
Total operating revenues                  114,207        27,276         41,762          3,339            11         186,595
Net income applicable to
 common stock                                  23           995            888            116             -           2,022
Total assets                            1,015,887        57,720         32,841         53,314       (61,249)      1,098,513

Nine Months Ended
June 30, 2003
-------------
Revenues from external
 customers                             $  687,901       $75,176       $104,554        $ 3,178      $      -      $  870,809
Intersegment revenues                         927           238         14,349          2,701           (79)         18,136
                                     ---------------------------------------------------------------------------------------
Total operating revenues                  688,828        75,414        118,903          5,879           (79)        888,945
Net income (loss) applicable to
 common stock                              39,470        (3,438)         2,221            434             -          38,687
Total assets                            1,015,887        57,720         32,841         53,314       (61,249)      1,098,513

In November 2002, two customers notified SM&P that, due to actions they had taken to address workforce management issues, they did not intend to continue to outsource certain functions, which included locating services provided by SM&P, after February and March 2003. One of these customers notified SM&P in January 2003 that it would continue to outsource a portion of its locating services provided by SM&P beyond that timeframe. In connection with the reduction in work from these customers, SM&P made reductions in the required levels of personnel, facilities and equipment, for which the Company recorded an after-tax charge of approximately $1.0 million, all of which was expensed during the quarter ended March 31, 2003. Revenue from these customers totaled approximately $29 million and $45 million for fiscal 2003 and fiscal 2002, respectively. Revenue from these customers for the quarter ended June 30, 2004 was $9.5 million, compared with $3.5 million for the same period last year. Revenue from these customers for the nine months ended June 30, 2004 was $18.1 million, compared with $25.4 for the same period last year. SM&P has regained a portion of the previously withdrawn work and has gained new business with these customers. The underground facility locating industry, however, remains competitive with many contracts subject to termination on as little as 30-days notice. Also, SM&P's customers are primarily in the utility and telecommunication sector with their workload influenced by construction trends.

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8. COMMITMENTS AND CONTINGENCIES

Laclede Gas is subject to various environmental laws and regulations that, to date, have not materially affected the Company's financial position and results of operations. As these laws, regulations, and their interpretation evolve, however, additional costs may be incurred.

With regard to a former manufactured gas plant site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators have agreed upon certain actions and those actions are essentially complete. Laclede Gas currently estimates the overall costs of these actions will be approximately $2.4 million. As of June 30, 2004, Laclede Gas has paid or reserved for these actions. If regulators require additional actions or assert additional claims, Laclede Gas will incur additional costs.

Laclede Gas enrolled a second former manufactured gas plant site into the Missouri Voluntary Cleanup Program (VCP). The VCP provides opportunities to minimize the scope and cost of site cleanup while maximizing possibilities for site development. This site is located in, and is presently owned by, the City of St. Louis, Missouri. The City of St. Louis has separately authorized a developer to prepare both a Remedial Action Plan (RAP), for submission to the VCP, and a site development plan. Laclede Gas has met with the developer to explore what role, if any, it might play in these efforts. Laclede Gas continues to evaluate other options as well, including, but not limited to, the submission of its own RAP to the VCP. Laclede Gas currently estimates that the cost of site investigations, agency oversight and related legal and engineering consulting may be approximately $650,000. Currently, Laclede Gas has paid or reserved for these actions. Laclede Gas has requested that other former site owners and operators share in these costs and one party has agreed to participate and has reimbursed Laclede Gas to date for $173,000. Laclede Gas anticipates additional reimbursement from this party. Laclede Gas plans to seek proportionate reimbursement of all costs relative to this site from other potentially responsible parties if practicable.

Laclede Gas has been advised that a third former manufactured gas plant site may require remediation. Laclede Gas does not, and for many years has not, owned this site. At this time it is not clear whether Laclede Gas will incur any costs in connection with environmental investigations or remediation at the site, and if it does incur any costs, what the amount of those costs would be.

Costs incurred are charged to expense or capitalized in accordance with generally accepted accounting principles. A predetermined level of expense is recovered through Laclede Gas' rates.

While the scope of future costs relative to the Shrewsbury site may not be significant, the scope of costs relative to the other sites is unknown and may be material. Laclede Gas has notified its insurers that it seeks reimbursement of its costs at these three manufactured gas plant sites. In response, the majority of insurers have reserved their rights. While some of the insurers have denied coverage, Laclede Gas continues to seek reimbursement from them. With regard to the Shrewsbury site, denials of coverage are not expected to have any material impact on the financial position and results of operations of Laclede Gas. With regard to the other two sites, since the scope of costs are unknown and may be significant, denials of coverage may have a material impact on the financial position and results of operations of Laclede Gas. Such costs, if incurred, have typically been subject to recovery in rates.

SM&P has been the subject of certain employment-related claims arising out of a practice of SM&P that predated Laclede Group's acquisition. The claims involve whether certain pre- and post-work activities and commuting time for non-supervisory field employees constitute hours worked for purposes of federal and state wage and hour laws. These claims have been asserted in various proceedings, including one "opt-in" collective action filed in March 2003 in Federal District Court for the Eastern District of Texas. As a result of a ruling on February 27, 2004 in that proceeding, approximately 3,500 present and former field employees who worked for SM&P at times since February 27, 2001, were given notice of the lawsuit and the opportunity, until June 7, 2004, to join the lawsuit and assert claims for additional overtime compensation for the three-year period immediately preceding the date that they joined the lawsuit. Of the employees to whom notice was sent, 933 have joined this lawsuit to date, the substantial majority of whom are former employees. Eighteen more individuals have attempted to opt-in after the court's deadline. SM&P is vigorously contesting these claims, including opposition to this case ultimately proceeding as a collective action. While the results of the claims cannot be predicted with certainty, management, after discussion with counsel, believes that the final outcome will not have a material adverse effect on the consolidated financial position and results of operations of the Company.

Laclede Group and its subsidiaries are involved in other litigation, claims and investigations arising in the normal course of business. While the results of such litigation cannot be predicted with certainty, management, after discussion with counsel, believes that the final outcome will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

On June 28, 2002, the Staff of the MoPSC filed its recommendation in a proceeding established to review Laclede Gas' gas costs for fiscal 2001. In its recommendation, the Staff proposed to disallow approximately $4.9 million in pre-tax gains achieved by Laclede Gas in its incentive-based Price Stabilization Program. This Program was discontinued at the end of the 2001-2002 heating season. Laclede Gas vigorously opposed the adjustment in proceedings before the MoPSC, including a formal hearing that was held on this matter in February 2003. Nevertheless, on April 29, 2003, the MoPSC decided by a 3-2 vote to disallow the $4.9 million in pre-tax gains achieved by Laclede Gas, and directed Laclede Gas to flow through such amount to its customers in its November

17

2003 PGA filing. On June 19, 2003, Laclede Gas appealed the MoPSC's decision to the Cole County Circuit Court. On October 10, 2003, the Circuit Court issued an order staying the MoPSC's decision requiring Laclede Gas to flow through the $4.9 million to its customers. Pursuant to the Stay Order, Laclede Gas is paying the $4.9 million into the Court's registry pending a final judicial determination of Laclede Gas' entitlement to such amounts. On November 5, 2003, the Circuit Court of Cole County, Missouri, issued its Order and Judgment vacating and setting aside the Commission's decision on the grounds that it was unlawful and not supported by competent and substantial evidence on the record. On December 5, 2003 the MoPSC appealed the Circuit Court's decision to the Missouri Court of Appeals for the Western District. Oral arguments are currently scheduled in the Missouri Court of Appeals for the Western District for August 17, 2004. The Company continues to believe in the merit of its position and intends to vigorously assert its position in the appeal. To the extent that a final decision in the courts results in disallowance of the $4.9 million in pre-tax gains, it could have a material effect on the future financial position and results of operation of the Company.

SM&P has several operating leases, the aggregate annual cost of which is approximately $5 million, consisting primarily of 12-month operating leases, with renewal options, for vehicles used in its business. Upon acquisition of SM&P, Laclede Group assumed parental guarantees of certain of those vehicle leases. Laclede Group anticipates that the maximum guarantees related to existing leases will not exceed $12 million. No amounts have been recorded for these guarantees in the financial statements.

Laclede Group had guarantees totaling $8.5 million for performance and payment of certain wholesale gas supply purchases by LER, as of June 30, 2004. No amounts have been recorded for these guarantees in the financial statements.

Laclede Gas Company's Financial Statements and Notes to Financial Statements are included in Exhibit 99.1 to this report.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

THE LACLEDE GROUP, INC.

This management's discussion analyzes the financial condition and results of operations of The Laclede Group, Inc. (Laclede Group or the Company) and its subsidiaries. It includes management's view of factors that affect its business, explanations of past financial results including changes in earnings and costs from the prior year periods, and their effects on overall financial condition and liquidity.

Certain matters discussed in this report, excluding historical information, include forward-looking statements. Certain words, such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "seek," and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results to differ materially from those contemplated in any forward-looking statement are:

o weather conditions and catastrophic events;
o economic, competitive, political and regulatory conditions;
o legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting
o allowed rates of return
o incentive regulation
o industry structure
o purchased gas adjustment provisions
o rate design structure and implementation
o franchise renewals
o environmental or safety matters
o taxes
o accounting standards;
o the results of litigation;
o retention, ability to attract, ability to collect from and conservation efforts of customers;
o capital and energy commodity market conditions including the ability to obtain funds for necessary capital expenditures and the terms and conditions imposed for obtaining sufficient gas supply;
o discovery of material weakness in internal controls; and
o employee workforce issues.

Readers are urged to consider the risks, uncertainties and other factors that could affect our business as described in this report. All forward-looking statements made in this report rely upon the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. We do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement in light of future events.

The Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Consolidated Financial Statements and the notes thereto.

19

THE LACLEDE GROUP, INC.

RESULTS OF OPERATIONS

The Laclede Group, Inc.'s (Laclede Group or the Company) earnings are primarily derived from the regulated activities of its largest subsidiary, Laclede Gas Company (Laclede Gas or the Utility), Missouri's largest natural gas distribution company. Laclede Gas is regulated by the Missouri Public Service Commission (MoPSC) and serves the metropolitan St. Louis area and several other counties in eastern Missouri. Laclede Gas delivers natural gas to retail customers at rates, and in accordance with tariffs, authorized by the MoPSC. The Utility's earnings are generated by the sale of heating energy, which was historically heavily influenced by the weather. As part of the 2002 rate case settlement, the Utility initiated, effective November 9, 2002, an innovative weather mitigation rate design that lessens the impact of weather volatility on Laclede Gas customers during cold winters and is expected to stabilize the Utility's earnings in the future by recovering fixed costs more evenly during the heating season. Due to the seasonal nature of the business of Laclede Gas, earnings are typically concentrated in the November through April period, which generally corresponds with the heating season. The Utility typically experiences losses during the non-heating season. Due to the material seasonal cycle of Laclede Gas, the accompanying interim statements of income for Laclede Group are not necessarily indicative of annual results or representative of the succeeding quarter of the fiscal year. The seasonal effect of the Utility's earnings on Laclede Group is generally expected to be tempered somewhat by the results of SM&P Utility Resources, Inc. (SM&P), a non-regulated underground facility locating and marking service business wholly owned by Laclede Group, whose operations tend to be counter-seasonal to those of Laclede Gas. Laclede Energy Resources, Inc. (LER), a wholly owned subsidiary, is engaged in non-regulated efforts to market natural gas and related activities. Other non-regulated subsidiaries provide less than 10% of consolidated revenues.

Laclede Group's strategy includes efforts to stabilize and improve performance of its core Utility, while developing non-regulated businesses and taking a measured approach in the pursuit of additional growth opportunities that complement the Utility business.

As for the Utility, mitigating the impact of weather fluctuations on Laclede Gas customers while improving the ability to recover its authorized distribution costs and return has been a fundamental component of the Laclede Group strategy. The Utility's distribution costs are the essential, primarily fixed expenditures it must incur to operate and maintain a more than 15,000-mile natural gas distribution system and related storage facilities. In fiscal 2003, when the weather mitigation rate design first went into effect, the weather was essentially normal; therefore, its impact was minimal. However, it has shown its value during the first nine months of fiscal 2004, as the downward pressure on revenues and earnings has been significantly mitigated despite temperatures that were 13% warmer than normal. In addition, Laclede Gas is working to continually improve its ability to provide reliable natural gas service at a reasonable cost, while maintaining and building a secure and dependable infrastructure.

Laclede Group continues to develop its non-regulated subsidiaries. SM&P is working toward expanding its geographic footprint into new markets, and has made notable gains in adding business in several key markets after experiencing setbacks in fiscal 2003. LER continues to focus on growing its markets on a long-term and sustainable basis by providing both on-system transportation customers and customers outside of Laclede Gas' traditional service area with another choice in unregulated natural gas suppliers. Nevertheless, income from LER's operations, similar to the Utility's income from off-system sales, is subject to fluctuations in market conditions.

20

Quarter Ended June 30, 2004

Overview - Net Income by Operating Segment                  Quarter Ended
                                                               June 30,
                                                      -------------------------
(millions, after-tax)                                    2004           2003
                                                         ----           ----

Regulated Gas Distribution                               $(.2)           $  -
Non-Regulated Services                                    2.7             1.0
Non-Regulated Gas Marketing                               1.2              .9
Other Non-Regulated Subsidiaries                           .1              .1
                                                      ---------       ---------
Net Income Applicable to Common Stock                    $3.8            $2.0
                                                      =========       =========

Laclede Group's basic and diluted earnings per share were $.19 for the quarter ended June 30, 2004, compared with $.11 per share reported for the same quarter last year. The year-to-year increase in consolidated net income of $1.8 million was primarily attributable to improved results reported by SM&P and LER. SM&P's improvement over the prior year was primarily due to attainment of new business. LER's earnings were higher compared with the same quarter last year primarily due to higher sales levels. Utility results decreased slightly primarily due to increased operating costs and higher interest expense, largely offset by higher income from off-system sales and capacity release.

Regulated Operating Revenues and Operating Expenses

Laclede Gas passes on to Utility customers (subject to prudence review) increases and decreases in the wholesale cost of natural gas in accordance with its Purchased Gas Adjustment (PGA) clause. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes have no direct effect on net revenues and net income.

Regulated operating revenues for the quarter ended June 30, 2004 were $125.9 million, or $11.7 million greater than the same period last year. The increase was primarily attributable to increased off-system sales revenues totaling $17.1 million. This factor was partially offset by lower PGA rates totaling $5.3 million and lower system gas sales levels resulting from warmer weather and other variations totaling $.1 million. Temperatures were 24% warmer than normal and 18% warmer than the same quarter last year. System therms sold and transported decreased by 7.2 million therms, or 5.3%, below the quarter ended June 30, 2003.

Regulated operating expenses for the quarter ended June 30, 2004 increased $10.5 million from the same quarter last year. Natural and propane gas expense increased $8.6 million from last year's level primarily attributable to increased off-system gas expense, partially offset by lower rates charged by our suppliers and lower volumes purchased for sendout. Other operation and maintenance expenses increased $1.3 million, or 4.2%, primarily due to a higher provision for uncollectible accounts, increased insurance premiums and higher wage rates, partially offset by lower group insurance charges. Taxes, other than income, increased $.5 million, or 4.0%, due to higher real estate and personal property taxes and other variations.

Non-Regulated Services Operating Revenues and Operating Expenses

Laclede Group's non-regulated services operating revenue for this quarter increased $7.7 million reflecting attainment of new business. The increase in non-regulated services operating expenses, totaling $4.9 million, was primarily attributable to charges associated with the new business. The underground facility locating industry remains competitive with many contracts subject to termination on as little as 30-days notice. SM&P's customers are primarily in the utility and telecommunication sector with their workload influenced by construction trends.

Non-Regulated Gas Marketing Operating Revenues and Operating Expenses

Non-regulated gas marketing operating revenues increased $38.7 million primarily due to increased sales volumes and higher sales prices by LER. The increase in non-regulated gas marketing operating expenses, totaling $38.2 million, was primarily associated with increased gas expense related to increased volumes purchased and higher prices.

21

Interest Charges

The $1.0 million increase in interest charges was primarily due to higher interest on long-term debt due to the April 2004 issuance of $50 million of 5 1/2% First Mortgage Bonds and $100 million of 6% First Mortgage Bonds, partially offset by the early redemption in June 2004 of $50 million of 6 5/8% First Mortgage Bonds. This increase in interest on long-term debt was partially offset by reduced interest on short-term debt, mainly attributable to lower borrowings.

Income Taxes

The increase in income taxes is primarily attributable to higher pre-tax income.

Nine Months Ended June 30, 2004

Overview - Net Income by Operating Segment                     Nine Months Ended
                                                                    June 30,
                                                             -----------------------
(millions, after-tax)                                           2004          2003
                                                                ----          ----

Regulated Gas Distribution                                     $40.5         $39.5
Non-Regulated Services                                          (1.5)         (3.4)
Non-Regulated Gas Marketing                                      2.6           2.2
Other Non-Regulated Subsidiaries                                  .3            .4
                                                             ---------      --------
Net Income Applicable to Common Stock                          $41.9         $38.7
                                                             =========      ========

Laclede Group's basic and diluted earnings per share were $2.16 for the nine months ended June 30, 2004, an increase of $.12 per share, compared with $2.04 per share reported for the same period last year. The year-to-year increase in consolidated net income of $3.2 million was primarily attributable to the following factors, quantified on a pre-tax basis.

Utility earnings increased primarily due to the following factors:

o non-operating income recorded this year increased $2.4 million primarily reflecting the receipt of proceeds totaling $1.9 million related to the Company's interest, as a policyholder, in the sale of a mutual insurance company;

o the fully-implemented general rate increase effective November 9, 2002 totaling $.9 million, and;

o income from off-system sales and capacity release increased $1.4 million from the nine months ended June 30, 2003.

These factors were partially offset by pension costs that increased $1.6 million over the same period last year.

SM&P's improvement over the prior year primarily reflects the attainment of new business, partially offset by a reduced level of business from two customers. LER reported minor improvements in earnings results compared with the same period last year.

Regulated Operating Revenues and Operating Expenses

Regulated operating revenues for the nine months ended June 30, 2004 were $784.1 million, or $95.3 million greater than the same period last year. The increase was primarily attributable to higher PGA rates totaling approximately $90.3 million, increased off-system sales revenues totaling $41.1 million and, to a lesser extent, the effect of the general rate increase totaling $.9 million. These factors were partially offset by lower system gas sales levels resulting from warmer weather and other variations totaling $37.0 million. Temperatures were 13% warmer than normal and 14% warmer than last year. System therms sold and transported decreased by 80.5 million therms, or 8.6%, below the nine months ended June 30, 2003.

Regulated operating expenses for the nine months ended June 30, 2004 increased $96.6 million from the same period last year. Natural and propane gas expense increased $90.4 million above last year's level primarily attributable to higher rates charged by our suppliers and increased off-system gas expense, partially offset by lower volumes purchased for sendout. Other operation and maintenance expenses increased $2.3 million, or 2.3%, primarily due to

22

increased pension costs, a higher provision for uncollectible accounts, and increased injuries and damages premiums, partially offset by lower group insurance charges and reduced maintenance charges. Taxes, other than income, increased $3.5 million, or 7.2%, primarily due to higher gross receipts taxes (related to the increased revenues).

Non-Regulated Services Operating Revenues and Operating Expenses

Laclede Group's non-regulated services operating revenue for the nine months ended June 30, 2004 decreased $5.6 million primarily due to a reduced level of business from two customers. Revenue from these two customers for the nine months ended June 30, 2004 was $18.1 million, compared with $25.4 million for the same period last year. The reduction in non-regulated services operating expenses totaling $9.2 million was primarily attributable to a reduction in personnel and related expenses and a non-recurring $1.0 million after-tax charge recorded during the quarter ending March 31, 2003. This reduction was partially offset by charges attributable to the employment-related litigation described in Note 8 to the Consolidated Financial Statements on page 17 of this report.

Non-Regulated Gas Marketing Operating Revenues and Operating Expenses

Non-regulated gas marketing operating revenues for the nine months ended June 30, 2004 increased $74.0 million primarily due to higher volumes and increased sales prices by LER. The increase in non-regulated gas marketing operating expenses, totaling $73.4 million, was primarily associated with increased gas expense related to higher volumes purchased and increased prices.

Other Income and Income Deductions - Net

The $2.4 million increase in other income and income deductions - net was primarily attributable to the Utility's recognition this year of the receipt of proceeds totaling $1.9 million related to its interest, as a policyholder, in the sale of a mutual insurance company. This represents an initial distribution relating to certain policies held by the Utility. Subsequent distributions, if any, are not expected to have a material impact on the consolidated financial position or results of operations of the Company.

Interest Charges

The $.8 million increase in interest charges was primarily due to higher interest on long-term debt due to the April 2004 issuance of $50 million of 5 1/2% First Mortgage Bonds and $100 million of 6% First Mortgage Bonds and the issuance of long-term debt to an unconsolidated affiliate trust in December 2002 totaling $46.4 million, partially offset by the early redemption in June 2004 of $50 million of 6 5/8% First Mortgage Bonds and the May 2003 maturity of $25 million of 6 1/4% First Mortgage Bonds.

Income Taxes

The increase in income taxes is primarily attributable to higher pre-tax income.

Other Matters

The basic term of Laclede Gas' labor agreement with Locals 5-6 and 5-194 (the union) of the Paper, Allied-Industrial , Chemical & Energy Workers International Union (formerly known as the Oil, Chemical and Atomic Workers International Union) expires at midnight, July 31, 2004. An offer of settlement will be presented to the union for a vote on August 1, 2004.

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Regulatory Matters

Laclede Gas previously appealed the MoPSC's decision in its 1999 rate case relative to the calculation of its depreciation rates. The Circuit Court remanded the decision to the MoPSC based on inadequate findings of fact. The MoPSC upheld its previous order and Laclede Gas appealed this second order to the Circuit Court. In 2002, the Circuit Court ruled that the MoPSC's second order was lawful and reasonable, and Laclede Gas appealed the Circuit Court's decision to the Missouri Court of Appeals for the Western District. On March 4, 2003 the Court of Appeals issued an opinion remanding the decision to the MoPSC based on the MoPSC's failure to support and explain its decision with adequate findings of fact. In May 2003, the Court of Appeals rejected the MoPSC's request that the Court reconsider its opinion or transfer this matter to the Missouri Supreme Court. On March 29, 2004, the MoPSC Staff and Laclede Gas responded to a MoPSC order directing interested parties to submit new proposed findings of fact on this issue for its consideration. By Order dated May 4, 2004, the MoPSC determined that it was necessary to take additional evidence on this issue and subsequently scheduled evidentiary hearings for that purpose for late September 2004.

On June 28, 2002, the Staff of the MoPSC filed its recommendation in a proceeding established to review Laclede Gas' gas costs for fiscal 2001. In its recommendation, the Staff proposed to disallow approximately $4.9 million in pre-tax gains achieved by Laclede Gas in its incentive-based Price Stabilization Program. This Program was discontinued at the end of the 2001-2002 heating season. Laclede Gas vigorously opposed the adjustment in proceedings before the MoPSC, including a formal hearing that was held on this matter in February 2003. Nevertheless, on April 29, 2003, the MoPSC decided by a 3-2 vote to disallow the $4.9 million in pre-tax gains achieved by Laclede Gas, and directed Laclede Gas to flow through such amount to its customers in its November 2003 PGA filing. On June 19, 2003, Laclede Gas appealed the MoPSC's decision to the Cole County Circuit Court. On October 10, 2003, the Circuit Court issued an order staying the MoPSC's decision requiring Laclede Gas to flow through the $4.9 million to its customers. Pursuant to the Stay Order, Laclede Gas is paying the $4.9 million into the Court's registry pending a final judicial determination of Laclede Gas' entitlement to such amounts. On November 5, 2003, the Circuit Court of Cole County, Missouri, issued its Order and Judgment vacating and setting aside the Commission's decision on the grounds that it was unlawful and not supported by competent and substantial evidence on the record. On December 5, 2003 the MoPSC appealed the Circuit Court's decision to the Missouri Court of Appeals for the Western District. Oral arguments are currently scheduled in the Missouri Court of Appeals for the Western District for August 17, 2004. The Company continues to believe in the merit of its position and intends to vigorously assert its position in the appeal. To the extent that a final decision in the courts results in disallowance of the $4.9 million in pre-tax gains, it could have a material effect on the future financial position and results of operations of the Company.

On March 1, 2004, the Utility made an Infrastructure System Replacement Surcharge (ISRS) filing with the MoPSC that was designed to increase revenues by approximately $3.86 million annually. Such filing was made pursuant to a Missouri law, enacted in 2003, that allows gas utilities to adjust their rates up to twice a year to recover certain facility-related expenditures that are made to comply with state and federal safety requirements or to relocate facilities in connection with public improvement projects. On March 12, 2004, the MoPSC suspended the proposed surcharge until June 29, 2004. On May 27, 2004 the Company and the Staff of the MoPSC filed a stipulation and agreement ("S&A") that provided for a $3.56 million annual surcharge effective June 10, 2004. On June 1, 2004 the MoPSC approved the S&A.

Critical Accounting Policies

Our Discussion and Analysis of our financial condition, results of operations, liquidity and capital resources is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Generally accepted accounting principles require that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe the following represent the more significant items requiring the use of judgment and estimates in preparing our consolidated financial statements:

Allowances for doubtful accounts - Estimates of the collectibility of trade accounts receivable are based on historical trends, age of receivables, economic conditions, credit risk of specific customers, and other factors.

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Employee benefits and postretirement obligations - Pension and postretirement obligations are calculated by actuarial consultants that utilize several statistical factors and other assumptions related to future events, such as discount rates, returns on plan assets, compensation increases, and mortality rates. The amount of expense recognized by the Utility is dependent on the regulatory treatment provided for such costs. Certain liabilities related to group medical benefits and workers' compensation claims, portions of which are self-insured and/or contain stop/loss coverage with third-party insurers to limit exposure, are established based on historical trends.

Goodwill valuation - In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," goodwill is required to be tested for impairment annually or whenever events or circumstances occur that may reduce the value of goodwill. In performing impairment tests, valuation techniques require the use of estimates with regard to discounted future cash flows of operations, involving judgments based on a broad range of information and historical results. If the test indicates impairment has occurred, goodwill would be reduced adversely impacting earnings.

Laclede Gas accounts for its regulated operations in accordance with Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." This statement sets forth the application of accounting principles generally accepted in the United States of America for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of SFAS No. 71 require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. Also, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of SFAS No. 71 and that all regulatory assets and liabilities are recoverable or refundable through the regulatory process. We believe the following represent the more significant items recorded through the application of SFAS No. 71:

The Utility's Purchased Gas Adjustment Clause (PGA) allows Laclede Gas to flow through to customers, subject to prudence review, the cost of purchased gas supplies, including the costs, cost reductions and related carrying costs associated with the Utility's use of natural gas financial instruments to hedge the purchase price of natural gas. The difference between actual costs incurred and costs recovered through the application of the PGA are recorded as regulatory assets and liabilities that are recovered or refunded in a subsequent period.

The Company records deferred tax liabilities and assets measured by enacted tax rates for the net tax effect of all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes, and the amounts used for income tax purposes. Changes in enacted tax rates, if any, and certain property basis differences will be reflected by entries to regulatory asset or liability accounts for regulated companies, and will be reflected as income or loss for non-regulated companies. Also, pursuant to the direction of the MoPSC, Laclede Gas' provision for income tax expense for financial reporting purposes reflects an open-ended method of tax depreciation. This method is consistent with the regulatory treatment prescribed by the MoPSC to depreciate the Utility's assets.

For further discussion of significant accounting policies, see the Notes to the Consolidated Financial Statements included in the Company's Form 10-K for the fiscal year ended September 30, 2003.

Accounting Pronouncements

Financial Accounting Standards Board (FASB) Interpretation No. 46 (Revised December 2003) (FIN 46R), "Consolidation of Variable Interest Entities," addresses consolidation of business enterprises of variable interest entities. Public entities shall apply this Interpretation to their interests in special purpose entities as of the first interim period ending after December 15, 2003. Application by public entities for all other types of variable interest entities is required in financial statements for periods ending after March 15, 2004.

In December 2002, Laclede Group formed a wholly owned trust, Laclede Capital Trust I (Trust), for the sole purpose of issuing preferred securities and lending the gross proceeds to its parent, Laclede Group. As of March 31, 2004, the

25

Trust has $45 million of Trust Preferred Securities outstanding. The sole assets of the Trust are debentures of Laclede Group, totaling $46.4 million, with the same economic terms as the Trust Preferred Securities. Prior to the application of FIN 46R, the Trust was consolidated in the financial statements of Laclede Group. The Company evaluated the effect of this pronouncement on this consolidation. In accordance with the provisions of FIN 46R, Laclede Group has determined that the Trust is a variable interest entity because its common securities investment is considered not at risk, and Laclede Group is not the primary beneficiary of the Trust. Accordingly, the Trust was deconsolidated during the quarter ended March 31, 2004. The Consolidated Balance Sheets have been modified to include Investments in Unconsolidated Subsidiaries of $1.4 million representing Laclede Group's common securities investment in the Trust and to reflect Laclede Group's obligations related to the debentures. The common securities investment is included on the Other Property and Investments line on the Consolidated Balance Sheets. As permitted under FIN 46R, the Trust has been deconsolidated for prior periods and presented to be consistent with the current presentation. The adoption of FIN 46R did not result in a cumulative effect of an accounting change adjustment and did not have a material effect on the financial position or results of operations of Laclede Group.

In December 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 132 (revised 2003) (SFAS No. 132(R)), "Employers' Disclosures about Pensions and Other Postretirement Benefits." The provisions of this Statement do not change the measurement and recognition provisions of SFAS No. 87, "Employers' Accounting for Pensions," No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." SFAS No. 132(R) replaces SFAS No. 132, and requires certain additional disclosures that became effective for fiscal years ending after and interim periods beginning after December 15, 2003. The required disclosures are included in Note 3 to the Consolidated Financial Statements on page 12 of this report.

The Emerging Issues Task Force (EITF) deliberated Issue 03-01, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The Issue was intended to address the meaning of other-than-temporary impairment and its application to certain investments held at cost. A consensus was reached regarding disclosure requirements concerning unrealized losses on available-for-sale debt and equity securities accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and SFAS No. 124, "Accounting for Certain Investments Held for Not-for-Profit Organizations." The guidance for evaluating whether an investment is other-than-temporarily impaired should be applied in reporting periods beginning after June 15, 2004. The disclosures are effective in annual financial statements for fiscal years ended after December 15, 2003, for investments accounted for under SFAS Nos. 115 and 124. For all other investments within the scope of this Issue, the disclosures are effective in annual financial statements for fiscal years ending after June 15, 2004. Additional disclosures for cost method investments are effective for fiscal years ending after June 15, 2004. Laclede Group is currently evaluating the effect of this pronouncement on its financial statements.

FINANCIAL CONDITION

Credit Ratings

As of June 30, 2004, credit ratings for outstanding securities for Laclede Group and Laclede Gas issues were as follows:

Type of Facility                         S&P        Moody's      Fitch
-----------------------------------------------------------------------------
Laclede Group Corporate Rating           A
Laclede Gas First Mortgage Bonds         A          A3           A+
Laclede Gas Commercial Paper             A-1        P-2
Trust Preferred Securities               A-         Baa3         BBB+

The Company's ratings are investment grade, and the Company believes that it has adequate access to the financial markets to meet its capital requirements. These ratings remain subject to review and change by the rating agencies.

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Cash Flows

The Company's short-term borrowing requirements typically peak during colder months when Laclede Gas borrows money to cover the gap between when it purchases its natural gas and when its customers pay for that gas. Changes in the wholesale cost of natural gas, variations in the timing of collections of gas cost under the Utility's PGA Clause, the seasonality of accounts receivable balances, and the utilization of storage gas inventories cause short-term cash requirements to vary during the year, and can cause significant variations in the Utility's cash provided by or used in operating activities.

Net cash provided by operating activities for the nine months ended June 30, 2004 was $130.6 million, a $71.8 million increase, compared with the same period last year. The increase in cash provided by operating activities was primarily attributable to changes in the cost of natural gas in storage and favorable variations in the timing of collections of gas cost under the PGA clause.

Net cash used in investing activities for the nine months ended June 30, 2004 was $38.5 million compared with $36.8 million for the nine months ended June 30, 2003. Cash used in investing activities primarily reflected Utility construction expenditures in both periods.

Net cash used in financing activities was $87.5 for the nine months ended June 30, 2004 compared with $27.5 million for the nine months ended June 30, 2003. The variation primarily reflects the repayment of short-term debt this year, partially offset by the issuance of additional long-term debt and common stock.

Liquidity and Capital Resources

Maximum consolidated short-term borrowings at any one time during the quarter ended June 30, 2004 were $191.7 million.

Short-term cash requirements have traditionally been met through the sale of commercial paper supported by lines of credit with banks. Laclede Gas currently has lines of credit in place of up to $265 million, after the expiration of a seasonal line of $25 million on February 13, 2004. Short-term borrowings outstanding at June 30, 2004 were $3.6 million at a weighted average interest rate of 1.6%. Based on short-term borrowings at June 30, 2004, a change in interest rates of 100 basis points would increase or decrease pre-tax earnings and cash flows by approximately $36,000 on an annual basis.

Most of Laclede Gas' lines of credit include a covenant limiting total debt, including short-term debt, to no more than 70% of total capitalization. On June 30, 2004, total debt was 51% of total capitalization.

Short-term cash requirements outside of Laclede Gas have generally been met with internally-generated funds. However, Laclede Group has a $20 million working capital line of credit expiring in June 2005, with interest rates indexed to LIBOR or Prime, to meet short-term liquidity needs of its subsidiaries. This line of credit has a covenant limiting the total debt of Laclede Gas Company to no more than 70% of the utility's total capitalization (as noted above, this ratio stood at 51% on June 30, 2004). This line has been used to provide a letter of credit of $1.2 million on behalf of SM&P as of July 2004, which has not been drawn, and to provide for seasonal funding needs of the various subsidiaries from time to time. There were no borrowings outstanding as of June 30, 2004.

Laclede Group has on file a shelf registration on Form S-3, which allows for the issuance of equity securities, other than preferred stock, and debt securities. Of the $500 million of securities originally registered under this Form S-3, $362.37 million remain registered and unissued as of June 30, 2004. The Company issued 1.725 million shares of common stock in May 2004. The proceeds from the sale of approximately $44.7 million were utilized to reduce short-terms borrowings and for general corporate purposes.

At June 30, 2004, Laclede Gas had fixed-rate long-term debt totaling $360 million, including a current portion of $25 million scheduled to mature in November 2004. While these long-term debt issues are fixed-rate, they are subject to changes in fair value as market interest rates change. However, increases or decreases in fair value would impact earnings and cash flows only if Laclede Gas were to reacquire any of these issues in the open market prior to maturity.

27

Laclede Gas has on file a shelf registration on Form S-3. Of the $350 million of securities originally registered under this S-3, $120 million of debt securities remained registered and unissued as of June 30, 2004. On April 28, 2004, Laclede Gas sold $50 million principal amount of First Mortgage Bonds, 5 1/2% Series due May 1, 2019 and $100 million principal amount of First Mortgage Bonds, 6% Series due May 1, 2034. The net proceeds of $147.9 million from this sale were used to reduce short-term debt, to redeem at par $50 million principal amount of Laclede Gas' 6 5/8% First Mortgage Bonds on June 15, 2004, and for general corporate purposes. The proceeds will also be used to pay at maturity $25 million principal amount of Laclede Gas' 8 1/2% First Mortgage Bonds in November 2004.

SM&P has several operating leases, the aggregate annual cost of which is approximately $5 million, consisting primarily of 12-month operating leases, with renewal options, for vehicles used in its business. Upon acquisition of SM&P, Laclede Group assumed parental guarantees of certain of those vehicle leases. Laclede Group anticipates that the maximum guarantees related to existing leases will not exceed $12 million. No amounts have been recorded for these guarantees in the financial statements.

Laclede Group had guarantees totaling $8.5 million for performance and payment of certain wholesale gas supply purchases by LER, as of June 30, 2004. No amounts have been recorded for these guarantees in the financial statements.

Utility construction expenditures were $36.6 million for the nine months ended June 30, 2004, compared with $34.7 million for the same period last year. Non-utility construction expenditures were $1.0 million for the nine months ended June 30, 2004, compared with $1.1 million for the same period last year.

Consolidated capitalization at June 30, 2004, excluding current obligations of long-term debt and preferred stock, increased $143.8 million since September 30, 2003 as a result of the long-term debt and stock issuance discussed above. Capital consisted of 49.2% Laclede Group common stock equity, .1% Laclede Gas preferred stock equity, 6.2% long-term debt to unconsolidated affiliate trust and 44.5% Laclede Gas long-term debt.

It is management's view that the Company has adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated capital requirements.

The seasonal nature of Laclede Gas' sales affects the comparison of certain balance sheet items at June 30, 2004 and at September 30, 2003, such as Accounts Receivable - Net, Gas Stored Underground, Notes Payable, Accounts Payable, Regulatory Assets and Liabilities, and Delayed and Advance Customer Billings. The Consolidated Balance Sheet at June 30, 2003 is presented to facilitate comparison of these items with the corresponding interim period of the preceding fiscal year.

Market Risk

Laclede Gas adopted a risk management policy that provides for the purchase of natural gas financial instruments with the goal of managing price risk associated with purchasing natural gas on behalf of its customers. This policy prohibits speculation. Costs and cost reductions, including carrying costs, associated with the Utility's use of natural gas financial instruments are allowed to be passed on to the Utility's customers through the operation of its Purchased Gas Adjustment Clause, through which the MoPSC allows the Utility to recover gas supply costs. Accordingly, Laclede Gas does not expect any adverse earnings impact as a result of the use of these financial instruments. At June 30, 2004, the Utility held approximately 12.8 million MMBtu of futures contracts at an average price of $6.08 per MMBtu. Additionally, approximately 4.9 million MMBtu of other price risk mitigation was in place through the use of option-based strategies. These positions have various expiration dates, the longest of which extends through March 2005.

In the course of its business, Laclede Group's non-regulated marketing affiliate, Laclede Energy Resources, Inc. (LER), enters into fixed price commitments associated with the purchase or sale of natural gas. LER manages the price risk associated with these commitments by either closely matching the offsetting physical purchase or sale of natural gas at fixed prices or through the use of exchange-traded futures contracts to lock in margins. At June 30, 2004, LER's open positions were not material to Laclede Group's financial position or results of operations.

28

Environmental Matters

Laclede Gas is subject to various environmental laws and regulations that, to date, have not materially affected the Company's financial position and results of operations. As these laws, regulations, and their interpretation evolve, however, additional costs may be incurred.

With regard to a former manufactured gas plant site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators have agreed upon certain actions and those actions are essentially complete. Laclede Gas currently estimates the overall costs of these actions will be approximately $2.4 million. As of June 30, 2004, Laclede Gas has paid or reserved for these actions. If regulators require additional actions or assert additional claims, Laclede Gas will incur additional costs.

Laclede Gas enrolled a second former manufactured gas plant site into the Missouri Voluntary Cleanup Program (VCP). The VCP provides opportunities to minimize the scope and cost of site cleanup while maximizing possibilities for site development. This site is located in, and is presently owned by, the City of St. Louis, Missouri. The City of St. Louis has separately authorized a developer to prepare both a Remedial Action Plan (RAP), for submission to the VCP, and a site development plan. Laclede Gas has met with the developer to explore what role, if any, it might play in these efforts. Laclede Gas continues to evaluate other options as well, including, but not limited to, the submission of its own RAP to the VCP. Laclede Gas currently estimates that the cost of site investigations, agency oversight and related legal and engineering consulting may be approximately $650,000. Currently, Laclede Gas has paid or reserved for these actions. Laclede Gas has requested that other former site owners and operators share in these costs and one party has agreed to participate and has reimbursed Laclede Gas to date for $173,000. Laclede Gas anticipates additional reimbursement from this party. Laclede Gas plans to seek proportionate reimbursement of all costs relative to this site from other potentially responsible parties if practicable.

Laclede Gas has been advised that a third former manufactured gas plant site may require remediation. Laclede Gas does not, and for many years has not, owned this site. At this time it is not clear whether Laclede Gas will incur any costs in connection with environmental investigations or remediation at the site, and if it does incur any costs, what the amount of those costs would be.

Costs incurred are charged to expense or capitalized in accordance with generally accepted accounting principles. A predetermined level of expense is recovered through Laclede Gas' rates.

While the scope of future costs relative to the Shrewsbury site may not be significant, the scope of costs relative to the other sites is unknown and may be material. Laclede Gas has notified its insurers that it seeks reimbursement of its costs at these three manufactured gas plant sites. In response, the majority of insurers have reserved their rights. While some of the insurers have denied coverage, Laclede Gas continues to seek reimbursement from them. With regard to the Shrewsbury site, denials of coverage are not expected to have any material impact on the financial position and results of operations of Laclede Gas. With regard to the other two sites, since the scope of costs are unknown and may be significant, denials of coverage may have a material impact on the financial position and results of operations of Laclede Gas. Such costs, if incurred, have typically been subject to recovery in rates.

OFF-BALANCE SHEET ARRANGEMENTS

Laclede Group has no off-balance sheet arrangements.

Laclede Gas Company's Management's Discussion and Analysis of Financial Condition is included in Exhibit 99.1 of this report.

29

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For this discussion, see the "Market Risk" subsection in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 28 of this report.

Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15e and Rule 15d-15e under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting that occurred during our third fiscal quarter that have materially affected, or are reasonably likely to materially affect, our control over financial reporting.

30

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of environmental matters and legal proceedings, see Note 8 to the Consolidated Financial Statements on page 17. For a description of pending regulatory matters of Laclede Gas, see Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - Regulatory Matters, page 24 of this report.

Laclede Group and its subsidiaries are involved in other litigation, claims and investigations arising in the normal course of business. While the results of such litigation cannot be predicted with certainty, management, after discussion with counsel, believes that the final outcome will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

Item 6. Exhibits and Reports on Form 8-K

(a) See Exhibit Index

(b) Reports on Form 8-K

During the quarter, Laclede Group had three reports on Form 8-K:

1. Form 8-K dated April 21, 2004 filed by Laclede Gas Company reporting under Item 5 the sale of $150 million in principal amount of first mortgage bonds.

2. Form 8-K dated April 29, 2004 filed by The Laclede Group furnishing under Items 9 and 12 the results of operations and financial condition for the quarter ended March 31, 2004.

3. Form 8-K dated May 25, 2004 filed by The Laclede Group reporting under Item 5 the offering of 1,725,000 shares of common stock of The Laclede Group.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

The Laclede Group, Inc.

                                                  By: /s/ Barry C. Cooper
                                                     -------------------------
Dated: July 27, 2004                                 Barry C. Cooper
       -------------                                 Chief Financial Officer
                                                     (Authorized Signatory and
                                                     Chief Financial Officer)

32

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

Laclede Gas Company

                                                  By: /s/ Barry C. Cooper
                                                     -------------------------
Dated: July 27, 2004                                 Barry C. Cooper
       -------------                                 Chief Financial Officer
                                                     (Authorized Signatory and
                                                     Chief Financial Officer)

33

INDEX TO EXHIBITS

Exhibit
  No.
-------

10.1     -   Third Amendment to Revolving Credit Agreement dated as of
             June 11, 2004.

10.2     -   Amendment to Terms of Retirement Plan for Non-Employee
             Directors.

10.3     -   Amendment to the 2002 Restricted Stock Plan for Non-Employee
             Directors.

12       -   Ratio of Earnings to Fixed Charges.

31       -   Certificates under Rule 13a-14(a) of the CEO and CFO of The
             Laclede Group, Inc. and Laclede Gas Company.

32       -   Section 1350 Certifications under Rule 13a-14(b) of the CEO and
             CFO of The Laclede Group, Inc. and Laclede Gas Company.

99.1     -   Laclede Gas Company - Management's Discussion and Analysis of
             Financial Condition and Results of Operations, Financial
             Statements and Notes to Financial Statements.

34

Exhibit 10.1

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment")

is made and entered into as of June 11, 2004, by and between THE LACLEDE GROUP, INC., a Missouri corporation ("Borrower"), and U.S. BANK NATIONAL ASSOCIATION, formerly known as Firstar Bank, N.A., a national banking association ("Lender"), and has reference to the following facts and circumstances (the "Recitals"):

A. Borrower and Lender executed the Revolving Credit Agreement dated as of June 13, 2002, as amended by the First Amendment to Revolving Credit Agreement dated as of April 16, 2003, and the Second Amendment to Revolving Credit Agreement and Amendment to Revolving Note dated as of June 12, 2003 (as amended, the "Agreement"; all capitalized terms used and not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement as amended by this Amendment), pursuant to which Borrower executed the Revolving Credit Note dated June 13, 2002, payable to the order of Lender, in the principal amount of up to $20,000,000, as amended by the Second Amendment to Revolving Credit Agreement and Amendment to Revolving Note dated as of June 12, 2003 (as amended, the "Note").

B. Borrower and Lender desire to further amend the Agreement, in the manner hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows:

1. RECITALS. The Recitals are true and correct, and, together with the defined terms set forth therein, are incorporated herein by this reference.

2. AMENDMENT TO AGREEMENT. The definition of "Revolving Credit Period" in Section 1.01 of the Agreement is deleted and substituted with the following:

"Revolving Credit Period shall mean the period commencing on the date of this Agreement and ending June 30, 2005; provided, however, that the Revolving Credit Period shall end on the date the Lender's Revolving Credit Commitment is terminated pursuant to Section 6 or otherwise."

3. COSTS AND EXPENSES. Borrower hereby agrees to reimburse Lender upon demand for all out-of-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by Lender in the preparation, negotiation and execution of this Amendment and any and all other agreements, documents, instruments and/or certificates relating to the amendment of Borrower's existing credit facilities with Lender. All of the obligations of Borrower under this paragraph shall survive the payment of Borrower's Obligations and the termination of the Agreement.

4. REFERENCES TO AGREEMENT. All references in the Agreement to "this Agreement" and any other references of similar import shall henceforth mean the Agreement as amended by this Amendment.

5. FULL FORCE AND EFFECT. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Agreement and the Note shall be and remain in full force and effect and the same are hereby ratified and confirmed.

6. BENEFIT. This Amendment shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that Borrower may not assign, transfer or delegate any of its rights or obligations under the Agreement as amended by this Amendment.

7. REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to Lender that:

(a) the execution, delivery and performance by Borrower of this Amendment are within the corporate powers of Borrower, have been duly authorized by all necessary corporate action and require no


action by or in respect of, consent of or filing or recording with, any governmental or regulatory body, instrumentality, authority, agency or official or any other Person;

(b) the execution, delivery and performance by Borrower of this Amendment do not conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under or result in any violation of, the terms of the Articles of Incorporation or Bylaws of Borrower, any applicable law, rule, regulation, order, writ, judgment or decree of any court or governmental or regulatory body, instrumentality authority, agency or official or any agreement, document or instrument to which Borrower is a party or by which Borrower or any of its property is bound or to which Borrower or any of its property is subject;

(c) this Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(d) all of the representations and warranties made by Borrower in the Agreement and/or in any of the other Transaction Documents are true and correct in all material respects on and as of the date of this Amendment as if made on and as of the date of this Amendment; and

(e) as of the date of this Amendment, no Default or Event of Default under or within the meaning of the Agreement has occurred and is continuing.

8. RELEASE. Borrower hereby unconditionally releases, acquits, waives, and forever discharges Lender and its successors, assigns, directors, officers, agents, employees, representatives and attorneys from any and all liabilities, claims, causes of action or defenses, if any, and for any action taken or for any failure to take any action, existing at any time prior to the execution of this Amendment.

9. INCONSISTENCY. In the event of any inconsistency or conflict between this Amendment, the Agreement, the terms, provisions and conditions contained in this Amendment shall govern and control.

10. MISSOURI LAW. This Amendment shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles).

11. NOTICE REQUIRED BY SECTION 432.045 R.S. MO. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

12. CONDITIONS PRECEDENT. Notwithstanding any provision contained in this Amendment to the contrary, this Amendment shall not be effective unless and until Lender shall have received the following, all in form and substance acceptable to Lender:

(a) this Amendment, duly executed by Borrower;

- 2 -

(b) a Consent of Guarantor duly executed by SM&P;

(c) a copy of resolutions of the Board of Directors of Borrower, duly adopted, which authorize the execution, delivery and performance of this Amendment;

(d) an incumbency certificate, executed by the Secretary of Borrower, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing this Amendment;

(e) a certificate of corporate good standing of Borrower issued by the Secretary of State of the State of Missouri, or other evidence of good standing satisfactory to Lender;

(f) a copy of resolutions of the Board of Directors of SM&P, duly adopted, which authorize the execution, delivery and performance of the Consent of Guarantor;

(g) an incumbency certificate, executed by the Secretary of SM&P, which shall identify by name and title and bear the signatures of all of the officers of Borrower executing the Consent of Guarantor;

(h) a certificate of corporate good standing of SM&P issued by the Secretary of State of the State of Indiana, or other evidence of good standing satisfactory to Lender; and

(i) such other documents and information as reasonably requested by Lender.

IN WITNESS WHEREOF, Borrower and Lender have executed this Amendment as of the day and year first above written.

(SIGNATURES ON FOLLOWING PAGE)

- 3 -

SIGNATURE PAGE-
THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

Borrower:

THE LACLEDE GROUP, INC.

By:

Ronald L. Krutzman, Treasurer and Assistant Secretary

Lender:

U.S. BANK NATIONAL ASSOCIATION,
formerly known as Firstar Bank, N.A.

By:

Printed Name:

Title:

- 4 -

Exhibit 10.2

RESOLUTIONS TO AMEND
RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS

RESOLVED, That the first sentence of Section 2 of the Terms of Retirement Plan for Non-Employee Directors of Laclede Gas Company is amended effective October 1, 2004 by replacing the phrase "at the time of retirement (or death in the case referred to in subclause (c)(ii) of the first sentence of Paragraph 1 above" with "on November 1, 2002" so the first sentence shall read as follows:

Benefits shall, following the Entitlement Date (as hereinafter defined), be payable to each Eligible Director annually, and each annual payment shall be based on the Eligible Director's annual Board retainer (but excluding fees for serving as a chairman or member of any committees of the Board, or for attending meetings of the Board or any committees thereof) in effect on November 1, 2002.

RESOLVED, That management is authorized and directed to execute such documents and take such actions as are necessary to implement the intent of these resolutions.


Exhibit 10.3

AMENDMENT TO THE

2002 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

The 2002 Restricted Stock Plan for Non-Employee Directors is amended effective October 1, 2004 by replacing in Article II, Section 2(a) the number "200" with the number "300" and by replacing in Article II,
Section 2(b) the number "350" with the number "450".


Exhibit 12

                                  THE LACLEDE GROUP, INC. AND SUBSIDIARY COMPANIES

                           SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                           -------------------------------------------------------------

                                                                     Twelve Months Ended
                                       ------------------------------------------------------------------------------
                                         June 30,                               September 30,
                                       -----------     --------------------------------------------------------------
(Thousands of Dollars)                    2004            2003         2002         2001          2000         1999
                                          ----            ----         ----         ----          ----         ----

Income before interest
 charges and income taxes                $85,281         $80,185      $60,440      $73,742       $64,078     $61,016
Add: One third of
      applicable rentals
      charged to operating
      expense (which
      approximates the
      interest factor)                     2,128           2,873        2,662          313           310         301
                                     --------------------------------------------------------------------------------
           Total Earnings                $87,409         $83,058      $63,102      $74,055       $64,388     $61,317
                                     ================================================================================

Interest on long-term debt -
 Laclede Gas                             $20,651         $20,169      $20,820      $18,372       $15,164     $13,966
Other interest                             7,002           6,717        4,989       10,067         8,844       6,627
Add: One third of
      applicable rentals
      charged to operating
      expense (which
      approximates the
      interest factor)                     2,254           2,873        2,662          313           310         301
                                     --------------------------------------------------------------------------------
           Total Fixed Charges           $29,907         $29,759      $28,471      $28,752       $24,318     $20,894
                                     ================================================================================

Ratio of Earnings to Fixed
 Charges                                    2.92            2.79         2.22         2.58          2.65        2.93


                                                 LACLEDE GAS COMPANY

                           SCHEDULE OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                           -------------------------------------------------------------

                                                                     Twelve Months Ended
                                       ------------------------------------------------------------------------------
                                         June 30,                               September 30,
                                       -----------     --------------------------------------------------------------
(Thousands of Dollars)                    2004            2003         2002         2001          2000         1999
                                          ----            ----         ----         ----          ----         ----

Income before interest
 charges and income taxes                $77,458         $76,274      $56,154      $73,742       $64,078     $61,016
Add: One third of
      applicable rentals
      charged to operating
      expense (which
      approximates the
      interest factor)                       404             457          315          313           310         301
                                     --------------------------------------------------------------------------------
           Total Earnings                $77,862         $76,731      $56,469      $74,055       $64,388     $61,317
                                     ================================================================================

Interest on long-term debt               $20,651         $20,169      $20,820      $18,372       $15,164     $13,966
Other interest                             3,505           3,752        4,285       10,067         8,844       6,627
Add: One third of
      applicable rentals
      charged to operating
      expense (which
      approximates the
      interest factor)                       529             457          315          313           310         301
                                     --------------------------------------------------------------------------------
       Total Fixed Charges               $24,685         $24,378      $25,420      $28,752       $24,318     $20,894
                                     ================================================================================


Ratio of Earnings to Fixed
 Charges                                    3.15            3.15         2.22         2.58          2.65        2.93


Exhibit 31

CERTIFICATION

I, Douglas H. Yaeger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Laclede Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) THIS PARAGRAPH INTENTIONALLY OMITTED AS PERMITTED IN RELEASE NO. 34-47986.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

                  a)       All significant deficiencies and material
                           weaknesses in the design or operation of internal
                           control over financial reporting which are
                           reasonably likely to adversely affect the
                           registrant's ability to record, process,
                           summarize and report financial information; and

                  b)       Any fraud, whether or not material, that involves
                           management or other employees who have a
                           significant role in the registrant's internal
                           control over financial reporting.

Date: July 27, 2004                     Signature: /s/ Douglas H. Yaeger
      -------------                               -------------------------
                                                  Douglas H. Yaeger
                                                  Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer


CERTIFICATION

I, Barry C. Cooper, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Laclede Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) THIS PARAGRAPH INTENTIONALLY OMITTED AS PERMITTED IN RELEASE NO. 34-47986.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

                  a)       All significant deficiencies and material
                           weaknesses in the design or operation of internal
                           control over financial reporting which are
                           reasonably likely to adversely affect the
                           registrant's ability to record, process,
                           summarize and report financial information; and

                  b)       Any fraud, whether or not material, that involves
                           management or other employees who have a
                           significant role in the registrant's internal
                           control over financial reporting.

Date: July 27, 2004                     Signature: /s/ Barry C. Cooper
      -------------                               -------------------------
                                                  Barry C. Cooper
                                                  Chief Financial Officer


CERTIFICATION

I, Douglas H. Yaeger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) THIS PARAGRAPH INTENTIONALLY OMITTED AS PERMITTED IN RELEASE NO. 34-47986.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

                  a)       All significant deficiencies and material
                           weaknesses in the design or operation of internal
                           control over financial reporting which are
                           reasonably likely to adversely affect the
                           registrant's ability to record, process,
                           summarize and report financial information; and

                  b)       Any fraud, whether or not material, that involves
                           management or other employees who have a
                           significant role in the registrant's internal
                           control over financial reporting.

Date: July 27, 2004                     Signature: /s/ Douglas H. Yaeger
      -------------                               -------------------------
                                                  Douglas H. Yaeger
                                                  Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer


CERTIFICATION

I, Barry C. Cooper, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Laclede Gas Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) THIS PARAGRAPH INTENTIONALLY OMITTED AS PERMITTED IN RELEASE NO. 34-47986.

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

                  a)       All significant deficiencies and material
                           weaknesses in the design or operation of internal
                           control over financial reporting which are
                           reasonably likely to adversely affect the
                           registrant's ability to record, process,
                           summarize and report financial information; and

                  b)       Any fraud, whether or not material, that involves
                           management or other employees who have a
                           significant role in the registrant's internal
                           control over financial reporting.

Date: July 27, 2004                     Signature: /s/ Barry C. Cooper
      -------------                               -------------------------
                                                  Barry C. Cooper
                                                  Chief Financial Officer


Exhibit 32

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Douglas H. Yaeger, Chairman of the Board, President and Chief Executive Officer of The Laclede Group, Inc., hereby certify that

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fairly presents, in all material respects, the financial condition and results of operations of The Laclede Group, Inc.

Date: July 27, 2004

/s/ Douglas H. Yaeger
--------------------------------
Douglas H. Yaeger
Chairman of the Board, President
and Chief Executive Officer


Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Barry C. Cooper, Chief Financial Officer of The Laclede Group, Inc. hereby certify that

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fairly presents, in all material respects, the financial condition and results of operations of The Laclede Group, Inc.

Date: July 27, 2004

/s/ Barry C. Cooper
-----------------------
Barry C. Cooper
Chief Financial Officer


Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Douglas H. Yaeger, Chairman of the Board, President and Chief Executive Officer of Laclede Gas Company, hereby certify that

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.

Date: July 27, 2004

/s/ Douglas H. Yaeger
--------------------------------
Douglas H. Yaeger
Chairman of the Board, President
and Chief Executive Officer


Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Barry C. Cooper, Chief Financial Officer of Laclede Gas Company, hereby certify that

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the quarter ended June 30, 2004 fairly presents, in all material respects, the financial condition and results of operations of Laclede Gas Company.

Date: July 27, 2004

/s/ Barry C. Cooper
-----------------------
Barry C. Cooper
Chief Financial Officer


Exhibit 99.1

                                           LACLEDE GAS COMPANY
                                           STATEMENTS OF INCOME
                                               (UNAUDITED)

(Thousands)

                                                       Three Months Ended             Nine Months Ended
                                                            June 30,                       June 30,
                                                    -------------------------     --------------------------
                                                        2004         2003             2004         2003
                                                        ----         ----             ----         ----

Operating Revenues:
  Utility                                             $125,870     $114,207         $784,118      $688,828
  Other                                                    643          622            1,903         1,925
                                                    -------------------------     --------------------------
      Total Operating Revenues                         126,513      114,829          786,021       690,753
                                                    -------------------------     --------------------------

Operating Expenses:
  Utility
    Natural and propane gas                             68,855       60,293          532,414       442,054
    Other operation expenses                            28,411       27,097           90,702        88,084
    Maintenance                                          4,599        4,583           13,669        13,977
    Depreciation and amortization                        5,746        5,579           17,115        16,668
    Taxes, other than income taxes                      12,018       11,553           51,747        48,260
                                                    -------------------------     --------------------------
      Total utility operating expenses                 119,629      109,105          705,647       609,043
  Other                                                    614          600            1,838         1,873
                                                    -------------------------     --------------------------
      Total Operating Expenses                         120,243      109,705          707,485       610,916
                                                    -------------------------     --------------------------
Operating Income                                         6,270        5,124           78,536        79,837
                                                    -------------------------     --------------------------
Other Income and (Income Deductions) - Net                  11         (154)           3,288           802
                                                    -------------------------     --------------------------
Interest Charges:
  Interest on long-term debt                             6,207        4,945           15,836        15,355
  Other interest charges                                   552          799            2,621         2,867
                                                    -------------------------     --------------------------
      Total Interest Charges                             6,759        5,744           18,457        18,222
                                                    -------------------------     --------------------------
Income (Loss) Before Income Taxes                         (478)        (774)          63,367        62,417
Income Tax Expense (Benefit)                              (363)        (827)          22,746        22,868
                                                    -------------------------     --------------------------
Net Income (Loss)                                         (115)          53           40,621        39,549
Dividends on Redeemable Preferred Stock                     16           16               47            47
                                                    -------------------------     --------------------------
Earnings Applicable to Common Stock                   $   (131)    $     37         $ 40,574      $ 39,502
                                                    =========================     ==========================


See notes to financial statements.

1

                                               LACLEDE GAS COMPANY
                                                  BALANCE SHEETS
                                                   (UNAUDITED)

                                                                  June 30,           Sept. 30,          June 30,
                                                                    2004               2003               2003
                                                                    ----               ----               ----
(Thousands)

                          ASSETS
Utility Plant                                                    $1,060,868         $1,030,665         $1,018,482
  Less:  Accumulated depreciation and amortization                  420,994            409,418            406,482
                                                               --------------     --------------     --------------
      Net Utility Plant                                             639,874            621,247            612,000
                                                               --------------     --------------     --------------
Other Property and Investments                                       29,474             27,898             26,660
                                                               --------------     --------------     --------------

Current Assets:
  Cash and cash equivalents                                           2,092              2,907              1,786
  Accounts receivable:
       Gas customers - billed and unbilled                           78,633             70,217             70,444
       Associated companies                                           3,005              8,957              8,562
       Other                                                          8,064              9,196              7,036
       Allowances for doubtful accounts                              (7,547)            (6,839)            (5,121)
  Delayed customer billings                                          11,211                  -             16,778
  Natural gas stored underground at LIFO cost                        56,157            117,182             51,853
  Propane gas at FIFO cost                                           15,808             17,132             12,473
  Materials, supplies, and merchandise at avg. cost                   4,794              3,995              4,305
  Derivative instrument assets                                        6,225             10,838             11,350
  Deferred income taxes                                               5,579              7,631              6,332
  Prepayments and other                                               6,744              4,881              5,858
                                                               --------------     --------------     --------------
      Total Current Assets                                          190,765            246,097            191,656
                                                               --------------     --------------     --------------

Deferred Charges:
  Prepaid pension cost                                              102,463            109,445            110,662
  Regulatory assets                                                 102,200            103,807             72,266
  Other                                                               8,167              4,515              4,272
                                                               --------------     --------------     --------------
      Total Deferred Charges                                        212,830            217,767            187,200
                                                               --------------     --------------     --------------
Total Assets                                                     $1,072,943         $1,113,009         $1,017,516
                                                               ==============     ==============     ==============

See notes to financial statements.

2

                                               LACLEDE GAS COMPANY
                                            BALANCE SHEETS (Continued)
                                                   (UNAUDITED)

                                                                  June 30,           Sept. 30,          June 30,
                                                                    2004               2003               2003
                                                                    ----               ----               ----
(Thousands, except share amounts)

                CAPITALIZATION AND LIABILITIES
Capitalization:
  Common stock and Paid-in capital (100 shares issued and
    outstanding)                                                 $  135,090         $   82,579        $   82,580
  Retained earnings                                                 210,032            189,507           201,122
  Accumulated other comprehensive loss                                 (582)              (582)             (339)
                                                               --------------     --------------    --------------
      Total common stock equity                                     344,540            271,504           283,363
  Redeemable preferred stock (less current sinking fund
   requirements)                                                      1,108              1,258             1,258
  Long-term debt (less current portion)                             333,911            259,625           259,607
                                                               --------------     --------------    --------------
      Total Capitalization                                          679,559            532,387           544,228
                                                               --------------     --------------    --------------

Current Liabilities:
  Notes payable                                                       3,625            218,200           128,860
  Notes payable - associated companies                                    -             11,540            15,003
  Accounts payable                                                   55,393             41,938            42,498
  Accounts payable - associated companies                             1,321             10,303             8,748
  Advance customer billings                                               -             15,361                 -
  Current portion of long-term debt and preferred stock              25,145                  -                 -
  Taxes accrued                                                      26,397             16,287            27,718
  Unamortized purchased gas adjustment                                1,149              5,865             1,898
  Other                                                              39,266             34,344            30,226
                                                               --------------     --------------    --------------
      Total Current Liabilities                                     152,296            353,838           254,951
                                                               --------------     --------------    --------------

Deferred Credits and Other Liabilities:
  Deferred income taxes                                             192,003            177,957           154,809
  Unamortized investment tax credits                                  5,087              5,316             5,394
  Pension and postretirement benefit costs                           21,164             20,973            20,489
  Regulatory liabilities                                                927                582            16,137
  Other                                                              21,907             21,956            21,508
                                                               --------------     --------------    --------------
      Total Deferred Credits and Other Liabilities                  241,088            226,784           218,337
                                                               --------------     --------------    --------------
Total Capitalization and Liabilities                             $1,072,943         $1,113,009        $1,017,516
                                                               ==============     ==============    ==============

See notes to financial statements.

3

                                             LACLEDE GAS COMPANY
                                          STATEMENTS OF CASH FLOWS
                                                (UNAUDITED)

                                                                                    Nine Months Ended
                                                                                        June 30,
                                                                            -------------------------------
                                                                                2004               2003
                                                                                ----               ----
(Thousands)

Operating Activities:
 Net Income                                                                   $  40,621          $ 39,549
 Adjustments to reconcile net income
  to net cash provided by (used in) operating activities:
    Depreciation and amortization                                                17,118            16,382
    Deferred income taxes and investment
     tax credits                                                                 10,567             4,794
    Other - net                                                                     368               618
    Changes in assets and liabilities:
      Accounts receivable - net                                                    (624)          (19,381)
      Unamortized purchased gas adjustments                                      (4,716)          (21,078)
      Deferred purchased gas costs                                               12,321             6,278
      Delayed customer billings - net                                           (26,572)          (41,610)
      Accounts payable                                                            4,473            20,408
      Taxes accrued                                                              10,110            18,223
      Natural gas stored underground                                             61,025            25,234
      Other assets and liabilities                                                7,148             4,597
                                                                            -------------      ------------
          Net cash provided by operating activities                           $ 131,839          $ 54,014
                                                                            -------------      ------------

Investing Activities:
  Construction expenditures                                                     (36,597)          (34,670)
  Employee benefit trusts                                                        (2,041)             (151)
  Other investments                                                               1,037               395
                                                                            -------------      ------------
          Net cash used in investing activities                               $ (37,601)         $(34,426)
                                                                            -------------      ------------

Financing Activities:
  Issuance of first mortgage bonds                                              150,000                 -
  Maturity/Redemption of first mortgage bonds                                   (50,000)          (25,000)
  Issuance (Repayment) of short-term debt - net                                (226,115)           24,993
  Dividends paid                                                                (19,357)          (19,104)
  Paid-in capital contribution from Laclede Group                                52,511                 -
  Preferred stock reacquired                                                         (5)               (8)
  Other                                                                          (2,087)                -
                                                                            -------------      ------------
          Net cash used in financing activities                               $ (95,053)         $(19,119)
                                                                            -------------      ------------

Net Increase (Decrease) in Cash and Cash Equivalents                               (815)         $    469
Cash and Cash Equivalents at Beginning of Period                                  2,907             1,317
                                                                            -------------      ------------
Cash and Cash Equivalents at End of Period                                    $   2,092          $  1,786
                                                                            =============      ============

Supplemental Disclosure of Cash Paid (Refunded)
 During the Period for:
    Interest                                                                  $  19,222          $ 20,301
    Income taxes                                                                  2,799            (4,299)


See notes to financial statements.

4

LACLEDE GAS COMPANY
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These notes are an integral part of the accompanying financial statements of Laclede Gas Company (Laclede Gas or the Utility). In the opinion of Laclede Gas, this interim report includes all adjustments (consisting of only normal recurring accruals) necessary for the fair presentation of the results of operations for the periods presented. Certain prior-period amounts have been reclassified to conform to current-period presentation. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Laclede Gas' Fiscal Year 2003 Form 10-K.

Laclede Gas is a regulated natural gas distribution utility having a material seasonal cycle. As a result, these interim statements of income for Laclede Gas are not necessarily indicative of annual results or representative of the succeeding quarter of the fiscal year. Due to the seasonal nature of the business of Laclede Gas, earnings are typically concentrated in the November through April period, which generally corresponds with the heating season. The Utility typically experiences losses during the non-heating season.

REVENUE RECOGNITION - Laclede Gas reads meters and bills its customers on a monthly cycle billing basis. The Utility records its regulated gas distribution revenues from gas sales and transportation service on an accrual basis that includes estimated amounts for gas delivered, but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amount of accrued unbilled revenue at June 30, 2004 and 2003, for the Utility, was $7.1 million and $6.5 million, respectively. After accrual of related gas cost expense, the accrued net pre-tax revenues at June 30, 2004 and 2003 were $3.3 million and 2.7 million, respectively. The amount of accrued unbilled revenue at September 30, 2003 was $8.9 million.

BASIS OF CONSOLIDATION - In compliance with generally accepted accounting principles, transactions between Laclede Gas and its affiliates as well as intercompany balances on Laclede Gas' balance sheet have not been eliminated from the Laclede Gas financial statements.

Laclede Gas provides administrative and general support to affiliates. All such costs, which are not material, are billed to the appropriate affiliates and are reflected in accounts receivable on Laclede Gas' Balance Sheet. Laclede Gas may also, on occasion, borrow funds from, or lend funds to, affiliated companies. At June 30, 2004, the Laclede Gas Balance Sheet reflected a total of $3.0 million of intercompany receivables and $1.3 million of intercompany payables.

NEW ACCOUNTING STANDARDS - Financial Accounting Standards Board (FASB) Interpretation No. 46 (Revised December 2003) (FIN 46R), "Consolidation of Variable Interest Entities," addresses consolidation of business enterprises of variable interest entities. Public entities shall apply this Interpretation to their interests in special purpose entities as of the first interim period ending after December 15, 2003. Application by public entities for all other types of variable interest entities is required in financial statements for periods ending after March 15, 2004. There was no effect on the financial position or results of operations of Laclede Gas upon adoption.

In December 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 132 (revised 2003) (SFAS No. 132(R)), "Employers' Disclosures about Pensions and Other Postretirement Benefits." The provisions of this Statement do not change the measurement and recognition provisions of SFAS No. 87, "Employers' Accounting for Pensions," No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." SFAS No. 132(R) replaces SFAS No. 132, and requires certain additional disclosures that became effective for fiscal years ending after and interim periods beginning after December 15, 2003. The required disclosures are included in Note 2 to the Financial Statements on page 6 of this report.

The Emerging Issues Task Force (EITF) deliberated Issue 03-01, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The Issue was intended to address the meaning of other-than-temporary impairment and its application to certain investments held at cost. A consensus was reached regarding disclosure requirements concerning unrealized losses on available-for-sale debt and equity securities accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and SFAS No. 124, "Accounting for Certain Investments Held for Not-for-Profit Organizations." The guidance for evaluating whether an investment is other-than-temporarily impaired should be applied in reporting periods beginning after June 15, 2004. The disclosures are effective in annual financial statements for fiscal years ended after December 15, 2003, for investments accounted for under SFAS Nos. 115 and 124. For all other investments within the scope of this Issue, the disclosures are effective in annual

5

financial statements for fiscal years ending after June 15, 2004. Additional disclosures for cost method investments are effective for fiscal years ending after June 15, 2004. Laclede Gas is currently evaluating the effect of this pronouncement on its financial statements.

2. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Laclede Gas has non-contributory defined benefit, trusteed forms of pension plans covering substantially all employees over the age of twenty-one. Benefits are based on years of service and the employee's compensation during the last three years of employment.

The funding policy of Laclede Gas is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. The Utility has contributed $.2 million to the pension funds during the nine months ended June 30, 2004, and expects to contribute a total of $.3 million during fiscal year 2004. Plan assets consist primarily of corporate and U.S. government obligations and indexed equity funds.

Pension cost amounted to $1.1 million for the quarter ended June 30, 2004 and $.3 million for the same quarter last year. Pension costs for the nine months ended June 30, 2004 were $3.4 million compared with $.8 million for the same period last year. These costs include amounts capitalized with construction activities.

The net periodic pension costs include the following components:

                                                            Three Months Ended           Nine Months Ended
                                                                 June 30,                    June 30,
                                                          -----------------------     -----------------------
(Thousands)                                                   2004        2003           2004        2003
                                                              ----        ----           ----        ----

Service cost - benefits earned                              $ 2,776     $ 2,265        $  8,330    $  6,795
   during the period
Interest cost on projected
   benefit obligation                                         4,058       4,150          12,173      12,450
Expected return on plan assets                               (5,625)     (5,650)        (16,874)    (16,950)
Amortization of transition obligation                             -         (59)              -        (177)
Amortization of prior service cost                              331         348             993       1,044
Amortization of actuarial loss                                  951         334           2,852       1,003
Regulatory adjustment                                        (1,368)     (1,108)         (4,105)     (3,324)
                                                          -----------------------     -----------------------
Net pension cost                                            $ 1,123     $   280        $  3,369    $    841
                                                          =======================     =======================

Pursuant to the Missouri Public Service Commission's (MoPSC or Commission) order in Laclede Gas' 2002 rate case, the return on plan assets is based on market-related value of plan assets implemented prospectively over a four-year period. Unrecognized gains or losses are amortized only to the extent that such gain or loss exceeds 10% of the greater of the projected benefit obligation or the market-related value of plan assets. Such excess is amortized over the average remaining service life of active participants. Also in the 2002 rate case, the Commission ordered that the recovery in rates for the Utility's qualified pension plans is based on the ERISA minimum contribution of zero effective October 1, 2002, and on the ERISA minimum contribution of zero plus $3.4 million annually effective July 1, 2003. The difference between this amount on a pro-rata basis and pension expense as calculated pursuant to the above and included in the Statements of Consolidated Income and Consolidated Comprehensive Income is deferred as a regulatory asset or liability.

Pursuant to the provisions of the Laclede Gas pension plans, pension obligations may be satisfied by lump sum cash payments. Pursuant to MoPSC order, lump sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds 100% of the sum of service and interest costs. No lump sum payments were recognized as settlements during the nine months ended June 30, 2004 or the nine months ended June 30, 2003.

Laclede Gas also provides certain life insurance benefits at retirement. Medical insurance is available after early retirement until age 65.

Missouri state law provides for the recovery in rates of SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions" (OPEB), accrued costs provided that such costs are funded through an independent, external funding mechanism. Laclede Gas established the Voluntary Employees' Beneficiary Association (VEBA) and Rabbi trusts as its external funding mechanisms. VEBA and Rabbi trusts

6

assets consist primarily of money market securities and mutual funds invested in stocks and bonds. Laclede Gas has contributed $5.5 million to the plans during the nine months ended June 30, 2004, and expects to contribute a total of $7.4 million during fiscal 2004. The unrecognized transition obligation is being amortized over 20 years.

Postretirement benefit costs were $2.0 million in the quarter ended June 30, 2004 compared with $1.9 million in the quarter ended June 30, 2003. Postretirement benefit costs were $5.9 million for the nine months ended June 30, 2004 compared with $5.8 million for the nine months ended June 30, 2003. These costs include amounts capitalized with construction activities.

Net periodic postretirement benefit costs consisted of the following components:

                                                         Three Months Ended          Nine Months Ended
                                                              June 30,                    June 30,
                                                       ----------------------     ----------------------
(Thousands)                                               2004        2003           2004        2003
                                                          ----        ----           ----        ----

Service cost - benefits earned
  during the period                                      $  794      $  690         $2,381      $2,069
Interest cost on accumulated
  postretirement benefit obligation                         801         916          2,402       2,746
Expected return on plan assets                             (209)       (234)          (627)       (703)
Amortization of transition
 obligation                                                 264         316            794         950
Amortization of prior service cost                           (8)         82            (24)        246
Amortization of actuarial loss                              174         103            523         311
Regulatory adjustment                                       165          75            494         226
                                                       ----------------------     ----------------------
Net postretirement benefit cost                          $1,981      $1,948         $5,943      $5,845
                                                       ======================     ======================

Pursuant to the Commission's order in the Utility's 2002 rate case, the return on plan assets is based on market related value of plan assets implemented prospectively over a four-year period. Unrecognized gains and losses are amortized only to the extent that such gain or loss exceeds 10% of the greater of the accumulated postretirement benefit obligation or the market-related value of plan assets. Such excess is amortized over the average remaining service life of active participants. Also in the 2002 rate case, the Commission ordered that the recovery in rates for the postretirement benefit costs be based on the accounting methodology as ordered in the 1999 rate case. The difference between this amount and postretirement benefit expense as calculated pursuant to the above is deferred as a regulatory asset or liability.

2. INCOME TAXES

Net provision (benefit) for income taxes was as follows during the periods set forth below:

                                Three Months Ended         Nine Months Ended
                                    June 30,                   June 30,
                             -----------------------    -----------------------

(Thousands)                      2004        2003           2004        2003
                                 ----        ----           ----        ----
Federal
  Current                      $(7,195)    $(2,875)       $10,494     $15,105
  Deferred                       6,898       1,757          9,103       4,000
State and Local
  Current                       (1,207)        (39)         1,685       2,969
  Deferred                       1,141         330          1,464         794
                             -----------------------    -----------------------
      Total                    $  (363)    $  (827)       $22,746     $22,868
                             =======================    =======================

7

3. OTHER INCOME AND INCOME DEDUCTIONS - NET

                                             Three Months Ended           Nine Months Ended
                                                  June 30,                     June 30,
                                           ---------------------      ------------------------
(Thousands)                                   2004        2003           2004           2003
                                              ----        ----           ----           ----

Investment gains                             $   -       $   -          $1,947          $  -
Allowance for funds used during
 construction                                  (33)        (26)            (94)          (77)
Other income                                   255         151           1,033           579
Other income deductions                       (211)       (279)            402           300
                                           ---------------------      ------------------------
Other income and income
 deductions - net                            $  11       $(154)         $3,288          $802
                                           =====================      ========================

Laclede Gas recorded the receipt of proceeds totaling $1.9 million during the quarter ended March 31, 2004 related to its interest, as a policyholder, in the sale of a mutual insurance company. This represents an initial distribution relating to certain policies held by the Utility. Subsequent distributions, if any, are not expected to have a material impact on the consolidated financial position or results of operations of the Utility.

4. INFORMATION BY OPERATING SEGMENT

The Regulated Gas Distribution segment consists of the regulated operations of Laclede Gas. The Non-Regulated Other segment includes the retail sale of gas appliances. There are no material intersegment revenues.

                               Regulated
                                  Gas         Non-Regulated
(Thousands)                   Distribution        Other      Eliminations    Consolidated
-------------------------------------------------------------------------------------------

Three Months Ended
June 30, 2004
-------------
Operating revenues             $  125,870        $  643          $ -         $  126,513
Net income (Loss)                    (133)           18            -               (115)
Total assets                    1,071,350         1,593            -          1,072,943

Nine Months Ended
June 30, 2004
-------------
Operating revenues             $  784,118        $1,903          $ -         $  786,021
Net income                         40,581            40            -             40,621
Total assets                    1,071,350         1,593            -          1,072,943

Three Months Ended
June 30, 2003
-------------
Operating revenues             $  114,207        $  622          $ -         $  114,829
Net income                             39            14            -                 53
Total assets                    1,015,887         1,629            -          1,017,516

Nine Months Ended
June 30, 2003
-------------
Operating revenues             $  688,828        $1,925          $ -         $  690,753
Net income                         39,517            32            -             39,549
Total assets                    1,015,887         1,629            -          1,017,516

8

6. COMMITMENTS AND CONTINGENCIES

Laclede Gas is subject to various environmental laws and regulations that, to date, have not materially affected its financial position and results of operations. As these laws, regulations, and their interpretation evolve, however, additional costs may be incurred.

With regard to a former manufactured gas plant site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators have agreed upon certain actions and those actions are essentially complete. Laclede Gas currently estimates the overall costs of these actions will be approximately $2.4 million. As of June 30, 2004, Laclede Gas has paid or reserved for these actions. If regulators require additional actions or assert additional claims, Laclede Gas will incur additional costs.

Laclede Gas enrolled a second former manufactured gas plant site into the Missouri Voluntary Cleanup Program (VCP). The VCP provides opportunities to minimize the scope and cost of site cleanup while maximizing possibilities for site development. This site is located in, and is presently owned by, the City of St. Louis, Missouri. The City of St. Louis has separately authorized a developer to prepare both a Remedial Action Plan (RAP), for submission to the VCP, and a site development plan. Laclede Gas has met with the developer to explore what role, if any, it might play in these efforts. Laclede Gas continues to evaluate other options as well, including, but not limited to, the submission of its own RAP to the VCP. Laclede Gas currently estimates that the cost of site investigations, agency oversight and related legal and engineering consulting may be approximately $650,000. Currently, Laclede Gas has paid or reserved for these actions. Laclede Gas has requested that other former site owners and operators share in these costs and one party has agreed to participate and has reimbursed Laclede Gas to date for $173,000. Laclede Gas anticipates additional reimbursement from this party. Laclede Gas plans to seek proportionate reimbursement of all costs relative to this site from other potentially responsible parties if practicable.

Laclede Gas has been advised that a third former manufactured gas plant site may require remediation. Laclede Gas does not, and for many years has not, owned this site. At this time it is not clear whether Laclede Gas will incur any costs in connection with environmental investigations or remediation at the site, and if it does incur any costs, what the amount of those costs would be.

Costs incurred are charged to expense or capitalized in accordance with generally accepted accounting principles. A predetermined level of expense is recovered through Laclede Gas' rates.

While the scope of future costs relative to the Shrewsbury site may not be significant, the scope of costs relative to the other sites is unknown and may be material. Laclede Gas has notified its insurers that it seeks reimbursement of its costs at these three manufactured gas plant sites. In response, the majority of insurers have reserved their rights. While some of the insurers have denied coverage, Laclede Gas continues to seek reimbursement from them. With regard to the Shrewsbury site, denials of coverage are not expected to have any material impact on the financial position and results of operations of Laclede Gas. With regard to the other two sites, since the scope of costs are unknown and may be significant, denials of coverage may have a material impact on the financial position and results of operations of Laclede Gas. Such costs, if incurred, have typically been subject to recovery in rates.

Laclede Gas is involved in other litigation, claims and investigations arising in the normal course of business. While the results of such litigation cannot be predicted with certainty, management, after discussion with counsel, believes that the final outcome will not have a material adverse effect on the financial position or results of operations of Laclede Gas.

On June 28, 2002, the Staff of the MoPSC filed its recommendation in a proceeding established to review Laclede Gas' gas costs for fiscal 2001. In its recommendation, the Staff proposed to disallow approximately $4.9 million in pre-tax gains achieved by Laclede Gas in its incentive-based Price Stabilization Program. This Program was discontinued at the end of the 2001-2002 heating season. Laclede Gas vigorously opposed the adjustment in proceedings before the MoPSC, including a formal hearing that was held on this matter in February 2003. Nevertheless, on April 29, 2003, the MoPSC decided by a 3-2 vote to disallow the $4.9 million in pre-tax gains achieved by Laclede Gas, and directed Laclede Gas to flow through such amount to its customers in its November 2003 PGA filing. On June 19, 2003, Laclede Gas appealed the MoPSC's decision to the Cole County Circuit Court. On October 10, 2003, the Circuit Court issued an order staying the MoPSC's decision requiring Laclede Gas to flow through the $4.9 million to its customers. Pursuant to the Stay Order, Laclede Gas is paying the $4.9 million into the Court's registry pending a final judicial determination of Laclede Gas' entitlement to such amounts. On November 5, 2003, the Circuit Court of Cole County, Missouri, issued its Order and Judgment vacating and setting aside the Commission's decision on the grounds that it was unlawful and not supported by competent and substantial evidence on the record. On December 5, 2003 the MoPSC appealed the Circuit Court's decision to the Missouri Court of Appeals for the Western District. Oral arguments are currently scheduled in the Missouri Court of Appeals for the Western

9

District for August 17, 2004. Laclede Gas continues to believe in the merit of its position and intends to vigorously assert its position in the appeal. To the extent that a final decision in the courts results in disallowance of the $4.9 million in pre-tax gains, it could have a material effect on the future financial position and results of operation of Laclede Gas.

10

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

LACLEDE GAS COMPANY

This management's discussion analyzes the financial condition and results of operations of Laclede Gas Company (Laclede Gas or the Utility). It includes management's view of factors that affect its business, explanations of past financial results including changes in earnings and costs from the prior year periods, and their effects on overall financial condition and liquidity.

Certain matters discussed in this report, excluding historical information, include forward-looking statements. Certain words, such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "seek," and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results to differ materially from those contemplated in any forward-looking statement are:

o weather conditions and catastrophic events;
o economic, competitive, political and regulatory conditions;
o legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting
o allowed rates of return
o incentive regulation
o industry structure
o purchased gas adjustment provisions
o rate design structure and implementation
o franchise renewals
o environmental or safety matters
o taxes
o accounting standards;
o the results of litigation;
o retention, ability to attract, ability to collect from and conservation efforts of customers;
o capital and energy commodity market conditions including the ability to obtain funds for necessary capital expenditures and the terms and conditions imposed for obtaining sufficient gas supply; and
o discovery of material weakness in internal controls; and
o employee workforce issues.

Readers are urged to consider the risks, uncertainties and other factors that could affect our business as described in this report. All forward-looking statements made in this report rely upon the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. We do not, by including this statement, assume any obligation to review or revise any particular forward-looking statement in light of future events.

The Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Utility's Financial Statements and the notes thereto.

11

LACLEDE GAS COMPANY

RESULTS OF OPERATIONS

Laclede Gas Company (Laclede Gas or the Utility) is regulated by the Missouri Public Service Commission (MoPSC) and serves the metropolitan St. Louis area and several other counties in eastern Missouri. Laclede Gas delivers natural gas to retail customers at rates, and in accordance with tariffs, authorized by the MoPSC. The Utility's earnings are primarily generated by the sale of heating energy, which was historically heavily influenced by the weather. As part of the 2002 rate case settlement, the Utility initiated, effective November 9, 2002, an innovative weather mitigation rate design that lessens the impact of weather volatility on Laclede Gas customers during cold winters and is expected to stabilize the Utility's earnings in the future by recovering fixed costs more evenly during the heating season. Mitigating the impact of weather fluctuations on Laclede Gas customers while improving the ability to recover its authorized distribution costs and return has been a fundamental component of the Laclede Gas strategy. The Utility's distribution costs are the essential, primarily fixed expenditures it must incur to operate and maintain a more than 15,000-mile natural gas distribution system and related storage facilities. In fiscal 2003, when the weather mitigation rate design first went into effect, the weather was essentially normal; therefore, its impact was minimal. However, it has shown its value during the first nine months of fiscal 2004, as the downward pressure on revenues and earnings has been significantly mitigated despite temperatures that were 13% warmer than normal. In addition, Laclede Gas is working to continually improve its ability to provide reliable natural gas service at a reasonable cost, while maintaining and building a secure and dependable infrastructure. Due to the seasonal nature of the business of Laclede Gas, earnings are typically concentrated in the November through April period, which generally corresponds with the heating season. The Utility typically experiences losses during the non-heating season. Due to the material seasonal cycle of Laclede Gas, the accompanying interim statements of income for Laclede Gas are not necessarily indicative of annual results or representative of the succeeding quarter of the fiscal year.

Quarter Ended June 30, 2004

Laclede Gas recorded a loss of $.1 million for the quarter ended June 30, 2004 compared with net income that was essentially break-even during the same quarter last year. The slight variation was primarily attributable to increased operating costs and higher interest expense, largely offset by higher income from off-system sales and capacity release.

Regulated Operating Revenues and Operating Expenses

Laclede Gas passes on to Utility customers (subject to prudence review) increases and decreases in the wholesale cost of natural gas in accordance with its Purchased Gas Adjustment (PGA) clause. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes have no direct effect on net revenues and net income.

Regulated operating revenues for the quarter ended June 30, 2004 were $125.9 million, or $11.7 million greater than the same period last year. The increase was primarily attributable to increased off-system sales revenues totaling $17.1 million. This factor was partially offset by lower PGA rates totaling $5.3 million and lower system gas sales levels resulting from warmer weather and other variations totaling $.1 million. Temperatures were 24% warmer than normal and 18% warmer than the same quarter last year. System therms sold and transported decreased by 7.2 million therms, or 5.3%, below the quarter ended June 30, 2003.

Regulated operating expenses for the quarter ended June 30, 2004 increased $10.5 million from the same quarter last year. Natural and propane gas expense increased $8.6 million above last year's level primarily attributable to increased off-system gas expense, partially offset by lower rates charged by our suppliers and lower volumes purchased for sendout. Other operation and maintenance expenses increased $1.3 million, or 4.2%, primarily due to a higher provision for uncollectible accounts, increased insurance premiums and higher wage rates, partially offset by lower group insurance charges. Taxes, other than income, increased $.5 million, or 4.0%, due to higher real estate and personal property taxes and other variations.

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Interest Charges

The $1.0 million increase in interest charges was primarily due to higher interest on long-term debt due to the April 2004 issuance of $50 million of 5 1/2% First Mortgage Bonds and $100 million of 6% First Mortgage Bonds, partially offset by the early redemption in June 2004 of $50 million of 6 5/8% First Mortgage Bonds. This increase in interest in long-term debt was partially offset by reduced interest on short-term debt reflecting lower borrowings.

Nine Months Ended June 30, 2004

Laclede Gas' net income for the nine months ended June 30, 2004 was $40.6 million, compared with $39.5 million reported for the same period last year. The year-to-year improvement in net income of $1.1 million was primarily attributable to the following factors, quantified on a pre-tax basis.

Utility earnings increased primarily due to the following factors:

o non-operating income recorded this year increased $2.5 million primarily reflecting the receipt of proceeds totaling $1.9 million related to the Utility's interest, as a policyholder, in the sale of a mutual insurance company,

o the fully-implemented general rate increase effective November 9, 2002 totaling $.9 million, and;

o income from off-system sales and capacity release increased $1.4 million from the nine months ended June 30, 2003.

These factors were partially offset by pension costs that increased $1.6 million over the same period last year.

Regulated Operating Revenues and Operating Expenses

Regulated operating revenues for the nine months ended June 30, 2004 were $784.1 million, or $95.3 million greater than the same period last year. The increase was primarily attributable to higher PGA rates totaling approximately $90.3 million, increased off-system sales revenues totaling $41.1 million and, to a lesser extent, the effect of the general rate increase totaling $.9 million. These factors were partially offset by lower system gas sales levels resulting from warmer weather and other variations totaling $37.0 million. Temperatures were 13% warmer than normal and 14% warmer than last year. System therms sold and transported decreased by 80.5 million therms, or 8.6%, below the nine months ended June 30, 2003.

Regulated operating expenses for the nine months ended June 30, 2004 increased $96.6 million from the same period last year. Natural and propane gas expense increased $90.4 million above last year's level primarily attributable to higher rates charged by our suppliers and increased off-system gas expense, partially offset by lower volumes purchased for sendout. Other operation and maintenance expenses increased $2.3 million, or 2.3%, primarily due to increased pension costs, a higher provision for uncollectible accounts, and increased injuries and damages premiums, partially offset by lower group insurance charges and reduced maintenance charges. Taxes, other than income, increased $3.5 million, or 7.2%, primarily due to higher gross receipts taxes (related to the increased revenues).

Other Income and Income Deductions - Net

The $2.5 million increase in other income and income deductions - net was primarily attributable to the Utility's recognition this year of the receipt of proceeds totaling $1.9 million related to its interest, as a policyholder, in the sale of a mutual insurance company. This represents an initial distribution relating to certain policies held by the Utility. Subsequent distributions, if any, are not expected to have a material impact on the consolidated financial position or results of operations of the Utility.

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Interest Charges

The $.2 million increase in interest charges was primarily due to higher interest on long-term debt due to the April 2004 issuance of $50 million of 5 1/2% First Mortgage Bonds and $100 million of 6% First Mortgage Bonds, partially offset by the early redemption in June 2004 of $50 million of 6 5/8% First Mortgage Bonds and the May 2003 maturity of $25 million of 6 1/4% First Mortgage Bonds. The higher interest on long-term debt was partially offset by lower short-term interest reflecting reduced borrowings.

Other Matters

The basic term of Laclede Gas' labor agreement with Locals 5-6 and 5-194 (the union) of the Paper, Allied-Industrial, Chemical & Energy Workers International Union (formerly known as the Oil, Chemical and Atomic Workers International Union) expires at midnight, July 31, 2004. An offer of settlement will be presented to the union for a vote on August 1, 2004.

Regulatory Matters

Laclede Gas previously appealed the MoPSC's decision in its 1999 rate case relative to the calculation of its depreciation rates. The Circuit Court remanded the decision to the MoPSC based on inadequate findings of fact. The MoPSC upheld its previous order and Laclede Gas appealed this second order to the Circuit Court. In 2002, the Circuit Court ruled that the MoPSC's second order was lawful and reasonable, and Laclede Gas appealed the Circuit Court's decision to the Missouri Court of Appeals for the Western District. On March 4, 2003 the Court of Appeals issued an opinion remanding the decision to the MoPSC based on the MoPSC's failure to support and explain its decision with adequate findings of fact. In May 2003, the Court of Appeals rejected the MoPSC's request that the Court reconsider its opinion or transfer this matter to the Missouri Supreme Court. On March 29, 2004, the MoPSC Staff and Laclede Gas responded to a MoPSC order directing interested parties to submit new proposed findings of fact on this issue for its consideration. By Order dated May 4, 2004, the MoPSC determined that it was necessary to take additional evidence on this issue and subsequently scheduled evidentiary hearings for that purpose for late September 2004.

On June 28, 2002, the Staff of the MoPSC filed its recommendation in a proceeding established to review Laclede Gas' gas costs for fiscal 2001. In its recommendation, the Staff proposed to disallow approximately $4.9 million in pre-tax gains achieved by Laclede Gas in its incentive-based Price Stabilization Program. This Program was discontinued at the end of the 2001-2002 heating season. Laclede Gas vigorously opposed the adjustment in proceedings before the MoPSC, including a formal hearing that was held on this matter in February 2003. Nevertheless, on April 29, 2003, the MoPSC decided by a 3-2 vote to disallow the $4.9 million in pre-tax gains achieved by Laclede Gas, and directed Laclede Gas to flow through such amount to its customers in its November 2003 PGA filing. On June 19, 2003, Laclede Gas appealed the MoPSC's decision to the Cole County Circuit Court. On October 10, 2003, the Circuit Court issued an order staying the MoPSC's decision requiring Laclede Gas to flow through the $4.9 million to its customers. Pursuant to the Stay Order, Laclede Gas is paying the $4.9 million into the Court's registry pending a final judicial determination of Laclede Gas' entitlement to such amounts. On November 5, 2003, the Circuit Court of Cole County, Missouri, issued its Order and Judgment vacating and setting aside the Commission's decision on the grounds that it was unlawful and not supported by competent and substantial evidence on the record. On December 5, 2003 the MoPSC appealed the Circuit Court's decision to the Missouri Court of Appeals for the Western District. Oral arguments are currently scheduled in the Missouri Court of Appeals for the Western District for August 17, 2004. Laclede Gas continues to believe in the merit of its position and intends to vigorously assert its position in the appeal. To the extent that a final decision in the courts results in disallowance of the $4.9 million in pre-tax gains, it could have a material effect on the future financial position and results of operations of Laclede Gas.

On March 1, 2004, the Utility made an Infrastructure System Replacement Surcharge (ISRS) filing with the MoPSC that was designed to increase revenues by approximately $3.86 million annually. Such filing was made pursuant to a Missouri law, enacted in 2003, that allows gas utilities to adjust their rates up to twice a

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year to recover certain facility-related expenditures that are made to comply with state and federal safety requirements or to relocate facilities in connection with public improvement projects. On March 12, 2004, the MoPSC suspended the proposed surcharge until June 29, 2004. On May 27, 2004 the Company and the Staff of the MoPSC filed a stipulation and agreement ("S&A") that provided for a $3.56 million annual surcharge effective June 10, 2004. On June 1, 2004 the MoPSC approved the S&A.

Critical Accounting Policies

Our Discussion and Analysis of our financial condition, results of operations, liquidity and capital resources is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Generally accepted accounting principles require that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We believe the following represent the more significant items requiring the use of judgment and estimates in preparing our consolidated financial statements:

Allowances for doubtful accounts - Estimates of the collectibility of trade accounts receivable are based on historical trends, age of receivables, economic conditions, credit risk of specific customers, and other factors.

Employee benefits and postretirement obligations - Pension and postretirement obligations are calculated by actuarial consultants that utilize several statistical factors and other assumptions related to future events, such as discount rates, returns on plan assets, compensation increases, and mortality rates. The amount of expense recognized by the Utility is dependent on the regulatory treatment provided for such costs. Certain liabilities related to group medical benefits and workers' compensation claims, portions of which are self-insured and/or contain stop/loss coverage with third-party insurers to limit exposure, are established based on historical trends.

Laclede Gas accounts for its regulated operations in accordance with Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types of Regulation." This statement sets forth the application of accounting principles generally accepted in the United States of America for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of SFAS No. 71 require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. Also, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of SFAS No. 71 and that all regulatory assets and liabilities are recoverable or refundable through the regulatory process. We believe the following represent the more significant items recorded through the application of SFAS No. 71:

The Utility's Purchased Gas Adjustment Clause (PGA) allows Laclede Gas to flow through to customers, subject to prudence review, the cost of purchased gas supplies, including the costs, cost reductions and related carrying costs associated with the Utility's use of natural gas financial instruments to hedge the purchase price of natural gas. The difference between actual costs incurred and costs recovered through the application of the PGA are recorded as regulatory assets and liabilities that are recovered or refunded in a subsequent period.

Laclede Gas records deferred tax liabilities and assets measured by enacted tax rates for the net tax effect of all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes, and the amounts used for income tax purposes. Changes in enacted tax rates, if any, and certain property basis differences will be reflected by entries to regulatory asset or liability

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accounts for regulated companies, and will be reflected as income or loss for non-regulated companies. Also, pursuant to the direction of the MoPSC, Laclede Gas' provision for income tax expense for financial reporting purposes reflects an open-ended method of tax depreciation. This method is consistent with the regulatory treatment prescribed by the MoPSC to depreciate the Utility's assets.

For further discussion of significant accounting policies, see the Notes to the Financial Statements included in Laclede Gas' 10-K for the fiscal year ended September 30, 2003.

Accounting Pronouncements

Financial Accounting Standards Board (FASB) Interpretation No. 46 (Revised December 2003) (FIN 46R), "Consolidation of Variable Interest Entities," addresses consolidation of business enterprises of variable interest entities. Public entities shall apply this Interpretation to their interests in special purpose entities as of the first interim period ending after December 15, 2003. Application by public entities for all other types of variable interest entities is required in financial statements for periods ending after March 15, 2004. There was no effect on the financial position or results of operations of Laclede Gas upon adoption.

In December 2003, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 132 (revised 2003) (SFAS No. 132 (R)), "Employers' Disclosures about Pensions and Other Postretirement Benefits." The provisions of this Statement do not change the measurement and recognition provisions of SFAS No. 87, "Employers' Accounting for Pensions," No. 88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits," and No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions." SFAS No. 132(R) replaces SFAS No. 132, and requires certain additional disclosures that became effective for fiscal years ending after and interim periods beginning after December 15, 2003. The required disclosures are included in Note 2 to the Financial Statements on page 6 of this report.

The Emerging Issues Task Force (EITF) deliberated Issue 03-01, "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments." The Issue was intended to address the meaning of other-than-temporary impairment and its application to certain investments held at cost. A consensus was reached regarding disclosure requirements concerning unrealized losses on available-for-sale debt and equity securities accounted for under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and SFAS No. 124, "Accounting for Certain Investments Held for Not-for-Profit Organizations." The guidance for evaluating whether an investment is other-than-temporarily impaired should be applied in reporting periods beginning after June 15, 2004. The disclosures are effective in annual financial statements for fiscal years ended after December 15, 2003, for investments accounted for under SFAS Nos. 115 and 124. For all other investments within the scope of this Issue, the disclosures are effective in annual financial statements for fiscal years ending after June 15, 2004. Additional disclosures for cost method investments are effective for fiscal years ending after June 15, 2004. Laclede Gas is currently evaluating the effect of this pronouncement on its financial statements.

FINANCIAL CONDITION

Credit Ratings

As of June 30, 2004, credit ratings for outstanding securities for Laclede Gas issues were as follows:

Type of Facility                       S&P          Moody's          Fitch
-----------------------------------------------------------------------------
Laclede Gas First Mortgage Bonds        A              A3              A+
Laclede Gas Commercial Paper           A-1            P-2

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The Utility's ratings are investment grade, and the Utility believes that it has adequate access to the financial markets to meet its capital requirements. These ratings remain subject to review and change by the rating agencies.

Cash Flows

Laclede Gas' short-term borrowing requirements typically peak during colder months when Laclede Gas borrows money to cover the gap between when it purchases its natural gas and when its customers pay for that gas. Changes in the wholesale cost of natural gas, variations in the timing of collections of gas cost under the Utility's PGA Clause, the seasonality of accounts receivable balances, and the utilization of storage gas inventories cause short-term cash requirements to vary during the year, and can cause significant variations in the Utility's cash provided by or used in operating activities.

Net cash provided by operating activities for the nine months ended June 30, 2004 was $131.8 million, a $77.8 million increase, compared with the same period last year. The increase in cash provided by operating activities was primarily attributable to changes in the cost of natural gas in storage and favorable variations in the timing of collections of gas cost under the PGA clause.

Net cash used in investing activities for the nine months ended June 30, 2004 was $37.6 million compared with $34.4 million for the nine months ended June 30, 2003. Cash used in investing activities primarily reflected Utility construction expenditures in both periods.

Net cash used in financing activities was $95.1 for the nine months ended June 30, 2004 compared with $19.1 million for the nine months ended June 30, 2003. The variation primarily reflects the repayment of short-term debt this year, partially offset by the issuance of additional long-term debt and paid-in capital contributions from Laclede Group.

Liquidity and Capital Resources

Short-term cash requirements have traditionally been met through the sale of commercial paper supported by lines of credit with banks. Laclede Gas currently has lines of credit in place of up to $265 million, after the expiration of a seasonal line of $25 million on February 13, 2004. Laclede Gas' short-term borrowing during the quarter peaked at $191.7 million. Short-term borrowings outstanding at June 30, 2004 were $3.6 million at a weighted average interest rate of 1.6%. Based on short-term borrowings at June 30, 2004, a change in interest rates of 100 basis points would increase or decrease pre-tax earnings and cash flows by approximately $36,000 on an annual basis.

Most of Laclede Gas' lines of credit include a covenant limiting total debt, including short-term debt, to no more than 70% of total capitalization. On June 30, 2004, total debt was 51% of total capitalization.

At June 30, 2004, Laclede Gas had fixed-rate long-term debt totaling $360 million, including a current portion of $25 million scheduled to mature in November 2004. While these long-term debt issues are fixed-rate, they are subject to changes in fair value as market interest rates change. However, increases or decreases in fair value would impact earnings and cash flows only if Laclede Gas were to reacquire any of these issues in the open market prior to maturity.

Laclede Gas has on file a shelf registration on Form S-3. Of the $350 million of securities originally registered under this Form S-3, $120 million of debt securities remained registered and unissued as of June 30, 2004. On April 28, 2004, Laclede Gas sold $50 million principal amount of First Mortgage Bonds, 5 1/2% Series due May 1, 2019 and $100 million principal amount of First Mortgage Bonds, 6% Series due May 1, 2034. The net proceeds of $147.9 million from this sale were used to reduce short-term debt, to redeem at par $50 million principal amount of Laclede Gas' 6 5/8% First Mortgage Bonds on June 15, 2004, and for general corporate purposes. The proceeds will also be used to pay at maturity $25 million principal amount of Laclede Gas' 8 1/2% First Mortgage Bonds in November 2004.

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Laclede Group has on file a shelf registration on Form S-3, which allows for the issuance of equity securities, other than preferred stock, and debt securities. Of the $500 million of securities originally registered under this S-3, $362.37 million remain registered and unissued as of June 30, 2004. The Company issued 1.725 million shares of common stock in May 2004. The proceeds from the sale of approximately $44.7 million were utilized to make a capital contribution to Laclede Gas. Laclede Gas used the contribution to reduce short-term borrowings and for general corporate purposes.

Utility construction expenditures were $36.6 million for the nine months ended June 30, 2004, compared with $34.7 million for the same period last year.

Capitalization at June 30, 2004, excluding current obligations of long-term debt and preferred stock, increased $147.2 million since September 30, 2003 as a result of the long-term debt issuance and capital contributions from Laclede Group. Capital consisted of 50.7% common stock equity, .2% preferred stock and 49.1% long-term debt.

It is management's view that the Company has adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated capital requirements.

The seasonal nature of Laclede Gas' sales affects the comparison of certain balance sheet items at June 30, 2004 and at September 30, 2003, such as Accounts Receivable - Net, Gas Stored Underground, Notes Payable, Accounts Payable, Regulatory Assets and Liabilities, and Delayed and Advance Customer Billings. The Balance Sheet at June 30, 2003 is presented to facilitate comparison of these items with the corresponding interim period of the preceding fiscal year.

Market Risk

Laclede Gas adopted a risk management policy that provides for the purchase of natural gas financial instruments with the goal of managing price risk associated with purchasing natural gas on behalf of its customers. This policy prohibits speculation. Costs and cost reductions, including carrying costs, associated with the Utility's use of natural gas financial instruments are allowed to be passed on to the Utility's customers through the operation of its Purchased Gas Adjustment Clause, through which the MoPSC allows the Utility to recover gas supply costs. Accordingly, Laclede Gas does not expect any adverse earnings impact as a result of the use of these financial instruments. At June 30, 2004, the Utility held approximately 12.8 million MMBtu of futures contracts at an average price of $6.08 per MMBtu. Additionally, approximately 4.9 million MMBtu of other price risk mitigation was in place through the use of option-based strategies. These positions have various expiration dates, the longest of which extends through March 2005.

Environmental Matters

Laclede Gas is subject to various environmental laws and regulations that, to date, have not materially affected its financial position and results of operations. As these laws, regulations, and their interpretation evolve, however, additional costs may be incurred.

With regard to a former manufactured gas plant site located in Shrewsbury, Missouri, Laclede Gas and state and federal environmental regulators have agreed upon certain actions and those actions are essentially complete. Laclede Gas currently estimates the overall costs of these actions will be approximately $2.4 million. As of June 30, 2004, Laclede Gas has paid or reserved for these actions. If regulators require additional actions or assert additional claims, Laclede Gas will incur additional costs.

Laclede Gas enrolled a second former manufactured gas plant site into the Missouri Voluntary Cleanup Program (VCP). The VCP provides opportunities to minimize the scope and cost of site cleanup while maximizing possibilities for site development. This site is located in, and is presently owned by, the City of St. Louis, Missouri. The City of St. Louis has separately authorized a developer to prepare both a Remedial Action Plan (RAP), for submission to the VCP, and a site development plan. Laclede Gas has met with the

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developer to explore what role, if any, it might play in these efforts. Laclede Gas continues to evaluate other options as well, including, but not limited to, the submission of its own RAP to the VCP. Laclede Gas currently estimates that the cost of site investigations, agency oversight and related legal and engineering consulting may be approximately $650,000. Currently, Laclede Gas has paid or reserved for these actions. Laclede Gas has requested that other former site owners and operators share in these costs and one party has agreed to participate and has reimbursed Laclede Gas to date for $173,000. Laclede Gas anticipates additional reimbursement from this party. Laclede Gas plans to seek proportionate reimbursement of all costs relative to this site from other potentially responsible parties if practicable.

Laclede Gas has been advised that a third former manufactured gas plant site may require remediation. Laclede Gas does not, and for many years has not, owned this site. At this time it is not clear whether Laclede Gas will incur any costs in connection with environmental investigations or remediation at the site, and if it does incur any costs, what the amount of those costs would be.

Costs incurred are charged to expense or capitalized in accordance with generally accepted accounting principles. A predetermined level of expense is recovered through Laclede Gas' rates.

While the scope of future costs relative to the Shrewsbury site may not be significant, the scope of costs relative to the other sites is unknown and may be material. Laclede Gas has notified its insurers that it seeks reimbursement of its costs at these three manufactured gas plant sites. In response, the majority of insurers have reserved their rights. While some of the insurers have denied coverage, Laclede Gas continues to seek reimbursement from them. With regard to the Shrewsbury site, denials of coverage are not expected to have any material impact on the financial position and results of operations of Laclede Gas. With regard to the other two sites, since the scope of costs are unknown and may be significant, denials of coverage may have a material impact on the financial position and results of operations of Laclede Gas. Such costs, if incurred, have typically been subject to recovery in rates.

OFF-BALANCE SHEET ARRANGEMENTS

Laclede Gas has no off-balance sheet arrangements.

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