UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 OR 15~~(d)Date of ~~The~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~May of16, ~~1934~~2005 (May 18, 2005)

~~Date~~PEOPLES ofENERGY ~~Report~~CORPORATION THE ~~(Date~~PEOPLES ofGAS ~~earliest~~LIGHT ~~event~~AND ~~reported):~~COKE ~~January~~COMPANY NORTH ~~25,~~SHORE ~~2005~~GAS ~~(January 19, 2005)~~COMPANY
(Exact name of registrants as specified in their charters)

PEOPLES ENERGY CORPORATION THE PEOPLES GAS LIGHT AND COKE COMPANY

Illinois	1-5540	36-2642766
Illinois	2-26983	36-1613900
Illinois	2-35965	36-1558720
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Illinois	1-5540	36-264766
Illinois	2-26983	36-1613900
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 East Randolph Drive, 24^th Floor Chicago, Illinois		60601-6207
(Address of principal executive office)		(Zip Code)

Registrant's telephone number, including area code: (312) 240-4000

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement Item 1.02 Termination of a Material Definitive Agreement

On ~~January~~May 1916, 2005, ~~The~~ Peoples ~~Gas~~Energy ~~Light~~Corporation ~~and Coke Company~~ (~~"Peoples~~the ~~Gas"~~Company) ~~executed~~entered into a ~~Contract~~new ofseverance ~~Purchase~~agreement ~~(the~~with ~~"Contract~~Ms. ofDesiree ~~Purchase")~~G. ~~with~~Rogers, ~~the~~Senior ~~Illinois~~Vice ~~Finance~~President ~~Authority~~of (the ~~"IFA"),~~Company and ~~three~~President ~~underwriters - LaSalle Capital Markets, a division~~ of ~~ABN~~both ~~AMRO~~The ~~Financial~~Peoples ~~Services,~~Gas ~~Inc.,~~Light asand ~~Senior~~Coke ~~Manager,~~Company ~~BNY Capital Markets, Inc.~~ and ~~Loop~~North ~~Capital~~Shore ~~Markets,~~Gas ~~LLC~~Company. ~~(each~~The annew ~~"Underwriter"~~agreement ~~and~~terminates ~~collectively,~~ the ~~"Underwriters"),~~prior inseverance ~~connection~~agreement with ~~the~~Ms. ~~issuance~~Rogers and ~~sale~~reflects byher ~~the~~positions ~~IFA~~as President of ~~its~~the ~~Gas~~Company's ~~Supply~~two ~~Refunding~~utility ~~Revenue~~subsidiaries ~~Bonds, Series 2005A (The Peoples Gas Light~~ and ~~Coke~~Senior ~~Company~~Vice ~~Project)~~President (of the ~~"Bonds")~~Company.

~~Under~~Payment ~~the~~under ~~Contract of Purchase,~~ the ~~IFA~~agreement ~~will~~would ~~issue~~occur ~~and~~if ~~sell~~Ms. ~~the~~Roger's ~~Bonds~~employment towith the ~~Underwriters~~Company onwere ~~or about June 1~~terminated, ~~2005~~including ~~(the~~constructive ~~"Settlement~~discharge ~~Date") in an aggregate principal amount of $50,000,000~~(e. The Bonds will be secured by a new series of first mortgage bonds to be issued by Peoples Gas in an equal principal amount to be known as The Peoples Gas Light and Coke Company First and Refunding Mortgage Multi-Modal Bondsg., ~~Series~~demotion RRor ~~(the "First Mortgage Bonds"~~relocation) ~~under Peoples Gas' Mortgage dated January 2~~, ~~1926,~~for ~~assumed~~any byreason ~~Peoples~~other ~~Gas~~than byfor ~~Indenture dated March 1~~cause, ~~1928,~~death asor ~~restated~~disability bywithin ~~supplemental~~three ~~indenture~~years ~~dated~~of ~~January~~a 1,Change ~~1951~~in ~~and~~Control asof ~~amended, modified and supplemented from time to time by subsequent supplemental indentures (~~the ~~"Mortgage"). The Bonds will be due June 1~~Company, ~~2035~~as ~~and~~defined ~~until~~in ~~June 1, 2016 (~~the ~~"Initial Term Rate Period") will bear interest at a rate of 4~~agreement.~~3%.~~ ~~During the Initial Term Rate Period, the Bonds are insured by Ambac Assurance Corporation pursuant to a Financial Guaranty Insurance Policy.~~

The ~~Underwriters'~~term ~~obligation~~of tothe ~~purchase~~severance agreement is for the ~~Bonds~~longer isof ~~conditioned~~36 onmonths after the ~~following,~~date in ~~addition~~which toa Change in Control of the Company occurs or 24 months after the date of consummation of certain types of consolidations or mergers or sales, leases, or other ~~usual~~transfers ~~and~~of ~~customary~~all ~~closing~~or ~~conditions:~~substantially all of the Company's assets.

The severance agreement provides for payment of severance benefits to Ms. Rogers in the event that, during the term of the severance agreement, (1i) ~~Prior~~ Ms. Rogers' employment is terminated by the Company, except for "cause" as defined therein, death or disability; or (ii) Ms. Rogers' employment is terminated due to a constructive discharge, which includes (a) a material change in Ms. Rogers' responsibilities causing her position with the ~~Settlement~~Company ~~Date:~~to become of less dignity, responsibility, prestige or scope; (b) reduction, which is more than de minimis, in total compensation; (c) assignment without Ms. Rogers' consent to a location more than 50 miles from the current place of employment; or (d) liquidation, dissolution, consolidation, merger, or sale of all or substantially all of the assets of the Company, unless the successor corporation has a net worth at least equal to that of the Company immediately prior to such transaction and expressly assumes the obligations of the Company under Ms. Rogers' severance agreement.

~~the~~The ~~market~~principal ~~price~~severance ofbenefits ~~the~~payable ~~Bonds,~~under orthe ofseverance ~~general~~agreement ~~credit~~consist orof ~~revenue~~the ~~obligations~~following: ~~issued~~(i) byMs. ~~states~~Rogers' orbase ~~political~~salary ~~subdivisions~~and ~~thereof,~~accrued ~~shall~~benefits ~~(in~~through the ~~reasonable~~date ~~judgment~~ of ~~the~~termination; ~~Senior~~and ~~Manager~~(ii) ~~not have been materially and adversely affected by~~ a ~~change~~lump insum ~~law~~cash ~~that~~payment ~~would~~equal ~~cause~~to ~~interest~~three ~~received~~years ~~by the owners~~ of ~~the~~Ms. ~~Bonds~~Rogers' tobase besalary ~~includable~~(an inincrease ~~gross~~from ~~income~~two ~~for~~years ~~purposes~~under ofthe ~~federal~~prior ~~income taxation; or~~agreement).

The ~~marketability~~severance ofagreement provides that in addition to the ~~Bonds~~above-described orsalary-based ~~their~~compensation, ~~market~~Ms. ~~price~~Rogers ~~shall~~would ~~not~~be ~~have~~entitled ~~been,~~to inreceive from the ~~reasonable~~Company, ~~judgment~~within ten business days after termination, the amount of her vested accrued benefit under the ~~Senior~~Supplemental ~~Manager~~Retirement Benefits Plan on the date of her termination, ~~materially~~computed ~~adversely~~as ~~affected~~if byshe had completed three years of additional service (1an increase from two years under the prior agreement). anIf ~~outbreak~~on orthe ~~escalation~~date of ~~hostilities~~termination, orMs. ~~other~~Rogers ~~calamity~~is orat ~~crisis,~~least age 47 (248 under the prior Severance Agreement) abut ~~general~~less ~~suspension~~than age 50, the portion of orMs. ~~material~~Rogers' ~~limitation~~severance onbenefit ~~trading~~resulting onfrom ~~national~~the ~~securities~~additional ~~exchanges~~three oryears ~~(3)~~of anbenefit ~~amendment~~service orunder ~~supplement~~the toSupplemental Retirement Benefits Plan shall be calculated based on the ~~Official~~benefits ~~Statement~~percentage ~~for~~under the ~~Bonds~~Supplemental ~~(other~~Retirement ~~than~~Benefits ~~for~~Supplemental ~~(a)~~Retirement ~~changes~~Benefits inPlan ~~the~~that ~~ratings~~Ms. ~~anticipated~~Rogers towould be ~~assigned~~entitled to ~~the~~if ~~Bonds~~she orhad inreached age 50 by the ~~credit~~time ~~associated~~of ~~with~~termination. ~~the~~The ~~Bonds~~severance ~~generally~~agreement orfurther ~~(b)~~provides ~~changes~~that inMs. Rogers is entitled to continuation of coverage under the ~~financial~~Company's ~~condition,~~welfare ~~operations,~~benefit ~~performance~~plans (e.g., ~~properties~~life insurance and medical benefits) or ~~prospects~~equivalent individual coverage for a period of ~~Peoples~~three ~~Gas~~years orafter termination (an increase from 2 years under the ~~Insurer~~prior agreement);, orprovided that such benefits shall cease upon Ms. Rogers becoming eligible for such coverage under another employer's plans.

NoThe ~~order,~~Company ~~decree~~is oralso ~~injunction,~~obligated ~~regulation~~under orthe ~~administrative~~severance ~~proceeding~~agreement ~~shall~~to ~~have~~pay ~~been~~an ~~issued~~additional oramount ~~commenced,~~to ~~nor~~Ms. ~~shall~~Rogers ~~any~~sufficient ~~legislation~~on ~~have~~an ~~been~~after-tax ~~enacted,~~basis ~~which~~to ~~prohibits~~satisfy ~~the~~any ~~issuance,~~excise ~~offering~~tax orliability ~~sale~~imposed ~~of the Bonds as contemplated~~ by ~~the~~Section ~~Contract~~4999 of ~~Purchase and~~ the ~~Official~~Internal ~~Statement~~Revenue orCode ~~that requires the registration~~ of ~~the~~1986, ~~Bonds~~as ~~or the First Mortgage Bonds under the Securities Act or the qualification of the IFA Indenture under the Trust Indenture Act~~amended.

~~(2) The~~During ~~Financial~~the ~~Guaranty~~first ~~Insurance~~twenty-four ~~Policy~~months of the coverage period under the severance agreements, Ms. Rogers may request the Company to beprovide ~~issued~~her bywith ~~Ambac~~outplacement ~~Assurance~~services. ~~Corporation~~In the event such a request is inmade, ~~full~~the ~~force~~Company ~~and~~may, ~~effect~~at asits election, reimburse Ms. Rogers for the cost of outplacement services actually incurred by Ms. Rogers up to a maximum of $20,000, or arrange for the ~~Settlement~~provision ~~Date~~of outplacement services for Ms. Rogers of an approximate value to Ms. Rogers of $20,000.

~~(3) Delivery~~The ofbenefits ~~legal~~received ~~opinions~~by Ms. Rogers under the agreement are in lieu of ~~bond~~benefits ~~counsel~~under the Company's termination allowance plan and Ms. Rogers' benefits under the Supplemental Retirement Benefits Plan. Ms. Rogers would be required to generally waive employment-related claims prior to receiving any severance benefits and to enter into a confidentiality and non-solicitation agreement.

On the Settlement Date, Peoples Gas will pay the Underwriters an underwriting fee of $312,500 and will pay IFA an issuance fee of $185,000.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On January 25, 2005 (the "Closing Date"), in connection with the issuance and sale of the Bonds referred to in Item 1.01 of this Form 8-K, Peoples Gas entered into the following agreements which will create a direct financial obligation upon the issuance, sale and delivery of the Bonds on the Settlement Date to repay $50,000,000 on June 1, 2035, the maturity date of the Bonds: (1) a Loan Agreement dated as of January 1, 2005 between Peoples Gas and the IFA (the "Loan Agreement"); (2) a Supplemental Indenture dated as of January 1, 2005 with U. S. Bank, National Association (the "Trustee"), as successor trustee under the Mortgage (the "Supplemental Indenture"), pursuant to which Peoples Gas will issue its First and Refunding Mortgage Bonds, Series RR (the "First Mortgage Bonds"); and (3) an Insurance Agreement dated as of January 1, 2005, between Peoples Gas and Ambac Assurance Corporation ("Ambac") with respect to the Bonds (the "Insurance Agreement").
The proceeds from the sale of the Bonds will be applied by Peoples Gas, together with additional cash on hand, to redeem on or about June 1, 2005 $50,000,000 aggregate principal amount of Gas Supply Refunding Revenue Bonds, 1995 Series A (The Peoples Gas Light and Coke Company Project) issued by the City of Chicago, Illinois (the "1995 Bonds") and Peoples Gas' First and Refunding Mortgage 6.10% Bonds, Series FF, which were issued by Peoples Gas in connection therewith. The 1995 Bonds are redeemable on or after June 1, 2005 at a redemption price of 102% of principal amount plus accrued interest to the date of redemption.
During the Initial Term Rate Period, the Bonds and the First Mortgage Bonds will bear interest at an annual rate of 4.3%, payable on December 1, 2005 and each June 1 and December 1 thereafter. The Bonds and the First Mortgage Bonds may not be redeemed at the option of the Company prior to June 1, 2016. After the Initial Term Rate Period, the Bonds and the First Mortgage Bonds may bear interest, at the option of Peoples Gas from time to time, at a new term rate, a daily rate, a weekly rate, a quarterly rate, a semiannual rate, a flexible rate, or an auction rate.
Loan Agreement
Under the Loan Agreement, the IFA will loan Peoples Gas the net proceeds from the sale of the Bonds to the Underwriters under the Contract of Purchase and the Company agrees to make payments to the Revenue Bond Trustee (as defined below) sufficient to pay the principal, interest and premium, if any, on the Bonds as and when the same become due. As security for Peoples Gas' obligation to repay principal and interest on the Bonds, Peoples Gas will issue on the Settlement Date its First Mortgage Bonds under the Supplemental Indenture in an aggregate principal amount of $50,000,000 to The Bank of New York Trust Company, N.A., as trustee under the Indenture dated as of January 1, 2005 given by IFA with respect to the Bonds.
The Loan Agreement provides that the occurrence of any of the following will constitute an event of default by Peoples Gas: (a) Failure to pay when due amounts sufficient to pay interest on the First Mortgage Bonds and the continuation of such failure after the expiration of any grace period applicable to the First Mortgage Bonds under the Mortgage; (b) Failure by Peoples Gas to pay when due amounts sufficient to pay principal of the First Mortgage Bonds; (c) any material breach by Peoples Gas of any representation or warranty made in the Agreement or failure by Peoples Gas to observe or perform any covenant, condition or agreement on its part to be observed or performed (subject to certain express exceptions); (d) certain events of bankruptcy, insolvency or reorganization; (e) failure by Peoples Gas to pay when due amounts sufficient to pay premium, if any, due on the Bonds; (f) Failure to pay or cause to be paid when due amounts sufficient to pay the purchase price of any Bond payable due to tender by the owner of such Bond as permitted under the Revenue Bond Indenture; (g) the occurrence of an "event of default" as defined in the Mortgage.
Supplemental Indenture
The Supplemental Indenture supplements Peoples Gas' existing Mortgage to provide for the issuance of the First Mortgage Bonds. The Mortgage constitutes a lien on substantially all of the property of Peoples Gas and the First Mortgage Bonds will rank equally and ratably with all other first mortgage bonds outstanding under the Mortgage.
The following constitute events of default under the Mortgage: (a) failure to pay interest upon any first mortgage bonds and continuance of such default for 60 days; (b) failure to pay the principal of any first mortgage bonds when due; (c) failure to observe or perform any covenant or condition required to be kept or performed by the Company under the Mortgage for a period of 60 days after written notice thereof has been given to the Company by the Trustee, which may, and must at the request of holders of not less than a majority in amount of outstanding first mortgage bonds, give such notice to the Company; and (d) certain events of bankruptcy, insolvency or reorganization.
Insurance Agreement
Under the Insurance Agreement, Ambac agrees to issue its Financial Guaranty Insurance Policy in the form attached to the Insurance Agreement (the "Policy") on the Settlement Date. The policy guarantees payment of principal and interest to the bondholders during the Initial Term Rate Period.
Peoples Gas has agreed that in the event of a reorganization of Peoples Gas and its affiliates, or any transfer of a substantial portion of the assets of Peoples Gas, as a result of which Peoples Gas ceases to be a regulated utility company, then unless otherwise consented to by Ambac, the obligations of Peoples Gas under and in respect of the Bonds, the Indenture, the Loan Agreement and the Insurance Agreement shall be assumed by, and shall become direct and primary obligations of, a regulated utility company.
The following events constitute events of default under the Insurance Agreement: (a) Peoples Gas fails to pay to Ambac any amount described above and such failure continues for more than ten days after written notice thereof; (b) Any material representation or warranty made by Peoples Gas in the Insurance Agreement or any statement in the application for the Policy or any report, certificate, financial statement or other instrument provided in connection with the Policy or the Insurance Agreement shall have been materially false at the time when made, subject to certain cure periods; (c) Except as otherwise expressly provided as an event of default, Peoples Gas shall fail to perform any of its other obligations under the Insurance Agreement, provided that such failure continues for more than 60 days after receipt of written notice of such failure; or (d) certain events of bankruptcy, insolvency or reorganization.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PEOPLES ENERGY CORPORATION THE PEOPLES GAS LIGHT AND COKE COMPANY
	PEOPLES ENERGY CORPORATION THE PEOPLES GAS LIGHT AND COKE COMPANY NORTH SHORE GAS COMPANY
	(Registrants)
Date: January 25, 2005	By: /s/ THOMAS A. NARDI
Date: May 18, 2005	By: /s/ THOMAS A. NARDI
	Thomas A. Nardi
	Senior Vice President and Chief Financial Officer

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