<PAGE>

                                                Registration Statement No. 333-

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           PEOPLES ENERGY CORPORATION
                 (Exact name of issuer as specified in charter)

          Illinois                                           36-2642766
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             130 East Randolph Drive
                             Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

                           Peoples Energy Corporation
                      Directors Deferred Compensation Plan
                              (Full title of plan)

                                EMMET P. CASSIDY
                             Secretary and Treasurer
                           Peoples Energy Corporation
                             130 East Randolph Drive
                             Chicago, Illinois 60601
                            Telephone (312) 240-4288
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

                                        Proposed       Proposed
                                        maximum         maximum       Amount of
Title of securities  Amount to be   offering price     aggregate    registration
to be registered      registered       per unit*    offering price*      fee

Common Stock
without par value   100,000 shares      $35.5625      $3,556,250      $1,226.29

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*    For purposes of calculation of registration fee; calculation based on the
     average high and low prices reported on the New York Stock Exchange
     Composite Tape December 6, 1996, pursuant to Rule 457(c) and (h).

<PAGE>

                           PEOPLES ENERGY CORPORATION
                         REGISTRATION OF 100,000 SHARES
                        OF COMMON STOCK WITHOUT PAR VALUE

                      DIRECTORS DEFERRED COMPENSATION PLAN

         The Directors Deferred Compensation Plan (the "Plan") was adopted by
the Board of Directors (the "Board") of Peoples Energy Corporation (the
"Company") effective as of December 3, 1971, and amended effective January 22,
1982 and October 3, 1984.  The Plan was subsequently amended and restated and
approved by a majority of the shareholders of the Company effective February 28,
1992.  Under the Plan, up to an aggregate of 100,000 shares of the Company's
common stock without par value ("Common Stock") may be purchased by directors of
the Company who are not employees of the Company or any subsidiary of the
Company through an election to defer all or a portion of their compensation
earned as a director of the Company in the form of cash and/or shares of Common
Stock.  The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and is not a qualified plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code").

Item 3.  Incorporation of Certain Documents by Reference

            The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

            1. The Annual Report of the Company on Form 10-K for the fiscal year
               ended September 30, 1995.

            2. The Quarterly Reports of the Company on Form 10-Q for the
               quarters ended December 31, 1995, March 31, 1996 and June 30,
               1996.

            3. The definitive Proxy Statement of the Company dated December 28,
               1995, in connection with the Annual Meeting of Shareholders held
               on February 23, 1996.

            All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                                        1

<PAGE>

Item 5.  Interests of Named Experts and Counsel

            The statements as to matters of law and legal conclusions under the
following headings in the Prospectus have been reviewed by Peter Kauffman,
Assistant General Counsel and an officer of the Company, and are stated upon the
authority of such counsel:  "Description of Plan" (except for statements under
the sub-heading of "General" regarding the application of ERISA and Section
401(a) of the Code).  Mr. Kauffman owns, or holds options for, shares of Common
Stock of the Company having a fair market value as of the date hereof in excess
of $50,000.

            The statements as to matters of law and legal conclusions made under
the heading "Description of Plan" (sub-heading "General") with respect to the
application of ERISA and Section 401(a) of the Code and under the heading "Tax
Consequences" contained in the prospectus are stated upon the authority of
Sidley & Austin, tax counsel for the Company.

            The financial statements and financial statement schedules included
or incorporated by reference in the Company's Annual Report on Form 10-K and
incorporated herein by reference have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

Item 6.  Indemnification of Directors and Officers.

            Pursuant to the Illinois Business Corporation Act and the
registrant's Articles of Incorporation and By-Laws, a director or officer of the
registrant is entitled, under specified circumstances, to indemnification by the
registrant for expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any civil, criminal, administrative or investigative action, suit or proceeding
by reason of the fact that such person is a director or officer.
Indemnification is generally available if the director or officer acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interest of the registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful.  In
general, unless a court specifically approves, indemnification is not available
if a director or officer does not meet these standards or, with respect to an
action or suit by or in the right of the registrant, if a director or officer is
adjudged to be liable for negligence or misconduct in the performance of such
person's duty to the registrant.  The registrant is required under its Articles
of Incorporation and By-Laws to pay all expenses incurred by a director or
officer in defending such civil or criminal action, suit or proceeding in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that the director or officer is not entitled to be indemnified by
the registrant.  The foregoing statements are subject to the detailed provisions
of Section 8.75 of the Illinois Business Corporation Act and of the registrant's
Articles of Incorporation and By-Laws.

                                        2

<PAGE>

            The registrant has purchased insurance designed to protect and
indemnify the registrant and its directors and officers in the event they are
required to pay any amounts arising from certain civil claims, including claims
under the Securities Act of 1933, which might be made against the registrant's
directors and officers by reason of any actual or alleged "breach of duty,
neglect, error, misstatement, misleading statement or omission actually or
allegedly caused, committed or attempted" while they are acting in their
respective capacities as directors or officers of the registrant.

            The registrant's Articles of Incorporation provide that a director
of the registrant shall not be personally liable to the registrant or its
shareholders for monetary damages for breach of fiduciary duties as a director
except (i) for any breach of the director's duty of loyalty to the registrant,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 8.65 of the
Illinois Business Corporation Act or (iv) for any transaction from which the
director derived an improper personal benefit.

Item 8.  Exhibits

            The exhibits listed below are filed herewith and made a part hereof.


 Exhibit
 Number                                 Description of Document
 ------                                 -----------------------

    4                 Peoples Energy Corporation Directors Deferred Compensation
                      Plan (as amended and restated effective February 28,
                      1992).

   5.1                Opinion of Peter Kauffman, Assistant General Counsel for
                      the Company.

   5.2                Opinion of Sidley & Austin, tax counsel for the Company.

  23.1                Consent of Arthur Andersen LLP.

  23.2                Consent of Peter Kauffman, Assistant General Counsel for
                      the Company, is contained in the opinion of counsel filed
                      as Exhibit 5.1.

  23.3                Consent of Sidley & Austin is contained in the opinion of
                      counsel filed as Exhibit 5.2.

                                        3

<PAGE>

Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                     (i)   To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act").

                     (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was a registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                     (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

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

               (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                        4

<PAGE>

               (b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c)   The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given a copy of the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act and,
where interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

               (d)   Pursuant to the Illinois Business Corporation Act, as
amended, and the Articles of Incorporation and the By-Laws of the Company, a
director, officer or employee of the Company may be entitled, under certain
specified circumstances, to indemnification by the Company for liabilities
arising under the Securities Act.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, Peoples Energy Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on December 9, 1996.

                           PEOPLES ENERGY CORPORATION

                           By    /s/ RICHARD E. TERRY
                             ------------------------------
                                       Richard E. Terry
                                     Chairman of the Board

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                                  Title
        ---------                                  -----

    /s/ RICHARD E. TERRY                   Chairman of the Board and Principal
-----------------------------------------  Executive Officer
        Richard E. Terry

 /s/ KENNETH S. BALASKOVITS                Vice President, Controller, and
-----------------------------------------  Principal Financial and Accounting
     Kenneth S. Balaskovits                Officer

/s/ PASTORA SAN JUAN CAFFERTY              Director
-----------------------------------------
    Pastora San Juan Cafferty

      /s/ FRANKLIN A. COLE                 Director
-----------------------------------------
          Franklin A. Cole

       /s/ J. BRUCE HASCH                  President and Director
-----------------------------------------
           J. Bruce Hasch

   /s/ FREDERICK C. LANGENBERG             Director
-----------------------------------------
       Frederick C. Langenberg

   /s/ HOMER J. LIVINGSTON, JR.            Director
-----------------------------------------
       Homer J. Livingston, Jr.

     /s/ WILLIAM G. MITCHELL               Director
-----------------------------------------
         William G. Mitchell

                                        6

<PAGE>

         /s/ EARL L. NEAL                  Director
-----------------------------------------
             Earl L. Neal

       /s/ MICHAEL S. REEVES               Executive Vice President
-----------------------------------------  and Director
           Michael S. Reeves

        /s/ RICHARD P. TOFT                Director
-----------------------------------------
            Richard P. Toft

      /s/ ARTHUR R. VELASQUEZ              Director
-----------------------------------------
          Arthur R. Velasquez

                                        7

<PAGE>

                                 EXHIBITS INDEX

      The exhibits listed below are filed herewith and made a part hereof.


  Exhibit
  Number                         Description of Document
  ------                         -----------------------

   4                Peoples Energy Corporation Directors Deferred Compensation
                    Plan (as amended and restated effective February 28, 1992).

   5.1              Opinion of Peter Kauffman, Assistant General Counsel for the
                    Company.

   5.2              Opinion of Sidley & Austin, tax counsel for the Company.

  23.1              Consent of Arthur Andersen LLP.

  23.2              Consent of Peter H. Kauffman, Assistant General Counsel for
                    the Company, is contained in the opinion of counsel filed as
                    Exhibit 5.1.

  23.3              Consent of Sidley & Austin is contained in the opinion of
                    counsel filed as Exhibit 5.2.

                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20184}]
{"company-data": {"conformed-name": "PEOPLES ENERGY CORP", "cik": "0000077385", "assigned-sic": "4924", "irs-number": "362642766", "state-of-incorporation": "IL", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17701", "film-number": "96679595"}, "business-address": {"street1": "24TH FLOOR", "street2": "130 EAST RANDOLPH DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60601-6207", "phone": "3122404299"}, "mail-address": {"street1": "130 EAST RANDOLPH DRIVE", "city": "CHICAGO", "state": "IL", "zip": "60601"}, "former-company": {"former-conformed-name": "PEOPLES GAS CO/", "date-changed": "19600201"}}
Registration Statement No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                           PEOPLES ENERGY CORPORATION
                 (Exact name of issuer as specified in charter)

          Illinois                                           36-2642766
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                             130 East Randolph Drive
                             Chicago, Illinois 60601
                    (Address of Principal Executive Offices)

                           Peoples Energy Corporation
                      Directors Deferred Compensation Plan
                              (Full title of plan)

                                EMMET P. CASSIDY
                             Secretary and Treasurer
                           Peoples Energy Corporation
                             130 East Randolph Drive
                             Chicago, Illinois 60601
                            Telephone (312) 240-4288
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE

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

                                        Proposed       Proposed
                                        maximum         maximum       Amount of
Title of securities  Amount to be   offering price     aggregate    registration
to be registered      registered       per unit*    offering price*      fee

Common Stock
without par value   100,000 shares      $35.5625      $3,556,250      $1,226.29

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*    For purposes of calculation of registration fee; calculation based on the
     average high and low prices reported on the New York Stock Exchange
     Composite Tape December 6, 1996, pursuant to Rule 457(c) and (h).
PEOPLES ENERGY CORPORATION
                         REGISTRATION OF 100,000 SHARES
                        OF COMMON STOCK WITHOUT PAR VALUE

                      DIRECTORS DEFERRED COMPENSATION PLAN

         The Directors Deferred Compensation Plan (the "Plan") was adopted by
the Board of Directors (the "Board") of Peoples Energy Corporation (the
"Company") effective as of December 3, 1971, and amended effective January 22,
1982 and October 3, 1984.  The Plan was subsequently amended and restated and
approved by a majority of the shareholders of the Company effective February 28,
1992.  Under the Plan, up to an aggregate of 100,000 shares of the Company's
common stock without par value ("Common Stock") may be purchased by directors of
the Company who are not employees of the Company or any subsidiary of the
Company through an election to defer all or a portion of their compensation
earned as a director of the Company in the form of cash and/or shares of Common
Stock.  The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and is not a qualified plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code").

Item 3.  Incorporation of Certain Documents by Reference

            The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

            1. The Annual Report of the Company on Form 10-K for the fiscal year
               ended September 30, 1995.

            2. The Quarterly Reports of the Company on Form 10-Q for the
               quarters ended December 31, 1995, March 31, 1996 and June 30,
               1996.

            3. The definitive Proxy Statement of the Company dated December 28,
               1995, in connection with the Annual Meeting of Shareholders held
               on February 23, 1996.

            All documents filed with the Commission by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                                        1
Item 5.  Interests of Named Experts and Counsel

            The statements as to matters of law and legal conclusions under the
following headings in the Prospectus have been reviewed by Peter Kauffman,
Assistant General Counsel and an officer of the Company, and are stated upon the
authority of such counsel:  "Description of Plan" (except for statements under
the sub-heading of "General" regarding the application of ERISA and Section
401(a) of the Code).  Mr. Kauffman owns, or holds options for, shares of Common
Stock of the Company having a fair market value as of the date hereof in excess
of $50,000.

            The statements as to matters of law and legal conclusions made under
the heading "Description of Plan" (sub-heading "General") with respect to the
application of ERISA and Section 401(a) of the Code and under the heading "Tax
Consequences" contained in the prospectus are stated upon the authority of
Sidley & Austin, tax counsel for the Company.

            The financial statements and financial statement schedules included
or incorporated by reference in the Company's Annual Report on Form 10-K and
incorporated herein by reference have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

Item 6.  Indemnification of Directors and Officers.

            Pursuant to the Illinois Business Corporation Act and the
registrant's Articles of Incorporation and By-Laws, a director or officer of the
registrant is entitled, under specified circumstances, to indemnification by the
registrant for expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any civil, criminal, administrative or investigative action, suit or proceeding
by reason of the fact that such person is a director or officer.
Indemnification is generally available if the director or officer acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the best interest of the registrant and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful.  In
general, unless a court specifically approves, indemnification is not available
if a director or officer does not meet these standards or, with respect to an
action or suit by or in the right of the registrant, if a director or officer is
adjudged to be liable for negligence or misconduct in the performance of such
person's duty to the registrant.  The registrant is required under its Articles
of Incorporation and By-Laws to pay all expenses incurred by a director or
officer in defending such civil or criminal action, suit or proceeding in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that the director or officer is not entitled to be indemnified by
the registrant.  The foregoing statements are subject to the detailed provisions
of Section 8.75 of the Illinois Business Corporation Act and of the registrant's
Articles of Incorporation and By-Laws.

                                        2
The registrant has purchased insurance designed to protect and
indemnify the registrant and its directors and officers in the event they are
required to pay any amounts arising from certain civil claims, including claims
under the Securities Act of 1933, which might be made against the registrant's
directors and officers by reason of any actual or alleged "breach of duty,
neglect, error, misstatement, misleading statement or omission actually or
allegedly caused, committed or attempted" while they are acting in their
respective capacities as directors or officers of the registrant.

            The registrant's Articles of Incorporation provide that a director
of the registrant shall not be personally liable to the registrant or its
shareholders for monetary damages for breach of fiduciary duties as a director
except (i) for any breach of the director's duty of loyalty to the registrant,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) under Section 8.65 of the
Illinois Business Corporation Act or (iv) for any transaction from which the
director derived an improper personal benefit.

Item 8.  Exhibits

            The exhibits listed below are filed herewith and made a part hereof.

 Exhibit
 Number                                 Description of Document
 ------                                 -----------------------

    4                 Peoples Energy Corporation Directors Deferred Compensation
                      Plan (as amended and restated effective February 28,
                      1992).

   5.1                Opinion of Peter Kauffman, Assistant General Counsel for
                      the Company.

   5.2                Opinion of Sidley & Austin, tax counsel for the Company.

  23.1                Consent of Arthur Andersen LLP.

  23.2                Consent of Peter Kauffman, Assistant General Counsel for
                      the Company, is contained in the opinion of counsel filed
                      as Exhibit 5.1.

  23.3                Consent of Sidley & Austin is contained in the opinion of
                      counsel filed as Exhibit 5.2.

                                        3
Item 9.  Undertakings

         (a)   The undersigned registrant hereby undertakes:

               (1)   To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                     (i)   To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act").

                     (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was a registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                     (iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

               Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

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

               (3)   To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                        4
(b)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (c)   The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given a copy of the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act and,
where interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

               (d)   Pursuant to the Illinois Business Corporation Act, as
amended, and the Articles of Incorporation and the By-Laws of the Company, a
director, officer or employee of the Company may be entitled, under certain
specified circumstances, to indemnification by the Company for liabilities
arising under the Securities Act.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                        5
SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, Peoples Energy Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on December 9, 1996.

                           PEOPLES ENERGY CORPORATION

                           By    /s/ RICHARD E. TERRY
                             ------------------------------
                                       Richard E. Terry
                                     Chairman of the Board

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                                  Title
        ---------                                  -----

    /s/ RICHARD E. TERRY                   Chairman of the Board and Principal
-----------------------------------------  Executive Officer
        Richard E. Terry

 /s/ KENNETH S. BALASKOVITS                Vice President, Controller, and
-----------------------------------------  Principal Financial and Accounting
     Kenneth S. Balaskovits                Officer

/s/ PASTORA SAN JUAN CAFFERTY              Director
-----------------------------------------
    Pastora San Juan Cafferty

      /s/ FRANKLIN A. COLE                 Director
-----------------------------------------
          Franklin A. Cole

       /s/ J. BRUCE HASCH                  President and Director
-----------------------------------------
           J. Bruce Hasch

   /s/ FREDERICK C. LANGENBERG             Director
-----------------------------------------
       Frederick C. Langenberg

   /s/ HOMER J. LIVINGSTON, JR.            Director
-----------------------------------------
       Homer J. Livingston, Jr.

     /s/ WILLIAM G. MITCHELL               Director
-----------------------------------------
         William G. Mitchell

                                        6
/s/ EARL L. NEAL                  Director
-----------------------------------------
             Earl L. Neal

       /s/ MICHAEL S. REEVES               Executive Vice President
-----------------------------------------  and Director
           Michael S. Reeves

        /s/ RICHARD P. TOFT                Director
-----------------------------------------
            Richard P. Toft

      /s/ ARTHUR R. VELASQUEZ              Director
-----------------------------------------
          Arthur R. Velasquez

                                        7
EXHIBITS INDEX

      The exhibits listed below are filed herewith and made a part hereof.

  Exhibit
  Number                         Description of Document
  ------                         -----------------------

   4                Peoples Energy Corporation Directors Deferred Compensation
                    Plan (as amended and restated effective February 28, 1992).

   5.1              Opinion of Peter Kauffman, Assistant General Counsel for the
                    Company.

   5.2              Opinion of Sidley & Austin, tax counsel for the Company.

  23.1              Consent of Arthur Andersen LLP.

  23.2              Consent of Peter H. Kauffman, Assistant General Counsel for
                    the Company, is contained in the opinion of counsel filed as
                    Exhibit 5.1.

  23.3              Consent of Sidley & Austin is contained in the opinion of
                    counsel filed as Exhibit 5.2.

                                        8