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 quarterly period ended March 31, 1994

                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-6494

                 INDIANA GAS COMPANY, INC.
     (Exact name of registrant as specified in its charter)

          INDIANA                          35-0793669
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)


  1630 North Meridian Street, Indianapolis, Indiana  46202
  (Address of principal executive offices)      (Zip Code)


                         317-926-3351
     (Registrant's telephone number, including area code)

  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
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.

Yes   X      No

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

Common Stock - Without par value    9,080,770        April 30, 1994
            Class                Number of shares        Date

                   TABLE OF CONTENTS

                                                       Page
                                                      Numbers

Part I - Financial Information

    Consolidated Balance Sheets
      at March 31, 1994 and 1993
      and September 30, 1993

    Consolidated Statements of Income
      Three Months Ended March 31, 1994 and 1993,
      Six Months Ended March 31, 1994 and 1993,
      and Twelve Months Ended March 31, 1994 and 1993

    Consolidated Statements of Cash Flows
      Six Months Ended March 31, 1994 and 1993,
      and Twelve Months Ended March 31, 1994 and 1993

    Notes to Consolidated Financial Statements

    Management's Discussion and Analysis of Results of
      Operations and Financial Condition

Part II - Other Information

    Item 4 - Submission of Matters to a Vote of 
             Security Holders
    
    Item 6 - Exhibits and Reports on Form 8-K




                           INDIANA GAS COMPANY, INC.
                            AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS

                                    ASSETS
                            (Thousands - Unaudited)

                                                           March 31       September 30
                                                       1994       1993        1993
                                                                                 
UTILITY PLANT:
    Original cost                                   $797,925   $745,668      $773,174
    Less - accumulated depreciation
       and amortization                              279,539    258,500       267,629
                                                     518,386    487,168       505,545

NONUTILITY PLANT - NET                                   398        240           234

CURRENT ASSETS:
    Cash and cash equivalents                          8,020     14,880            20
    Accounts receivable, less reserves of
        $3,215, $3,787 and $2,055  respectively       65,584     50,157        14,231
    Accrued unbilled revenues                         19,778     15,065        10,748
    Materials and supplies - at average cost           4,023      4,195         3,710
    Liquefied petroleum gas - at average cost            881        843         1,019
    Gas in underground storage - at last-in,
        first-out cost                                21,256     15,177        59,534
    Recoverable gas costs                                  -          -         7,453
    Prepayments and other                              1,050      1,264           296
                                                     120,592    101,581        97,011

DEFERRED CHARGES:
    Unamortized debt discount and expense              6,363      6,875         6,614
    Other                                             14,813     10,865        12,254
                                                      21,176     17,740        18,868

                                                    $660,552   $606,729      $621,658





                                   INDIANA GAS COMPANY, INC.
                                   AND SUBSIDIARY COMPANIES

                                  CONSOLIDATED BALANCE SHEETS

                              SHAREHOLDER'S EQUITY AND LIABILITIES
                                    (Thousands - Unaudited)

                                                           March 31        September 30
                                                       1994       1993          1993
                                                                    
CAPITALIZATION:
    Common stock and paid-in capital                $142,995   $102,995      $142,995
    Retained earnings                                131,400    120,380       106,104
        Total common shareholder's equity            274,395    223,375       249,099
    Long-term debt                                   164,901    174,901       164,901
                                                     439,296    398,276       414,000

CURRENT LIABILITIES:
    Maturities and sinking fund requirements
        of long-term debt                             10,000     10,000        20,000
    Notes payable                                          -          -        10,252
    Accounts payable                                  42,030     53,976        41,602
    Refundable gas costs                              25,093     20,538             -
    Customer deposits and advance payments             1,756      2,296        13,466
    Accrued taxes                                     41,537     29,419        31,579
    Accrued interest                                   3,012      3,287         3,342
    Other current liabilities                         18,012     16,063        13,441
                                                     141,440    135,579       133,682
DEFERRED CREDITS:
    Deferred income taxes (See Note 11)               56,184     54,975        56,911
    Unamortized investment tax credit                 13,499     14,429        13,963
    Customer advances for construction                   983        988           998
    Regulatory income tax liability (See Note 11)      4,789          -             -
    Other                                              4,361      2,482         2,104
                                                      79,816     72,874        73,976

COMMITMENTS AND CONTINGENCIES
    (See Notes 9 and 10)                                   -          -             -

                                                    $660,552   $606,729      $621,658





                             INDIANA GAS COMPANY, INC.
                             AND SUBSIDIARY COMPANIES

                        CONSOLIDATED STATEMENTS OF INCOME
                              (Thousands - Unaudited)



                                                Three Months               Six Months
                                               Ended March 31            Ended March 31
                                             1994         1993         1994         1993
                                                                    
OPERATING REVENUES                       $ 195,672    $ 178,256    $ 347,564    $ 333,793
COST OF GAS                                122,239      109,851      215,485      211,365
MARGIN                                      73,433       68,405      132,079      122,428

OPERATING EXPENSES:
    Other operation and maintenance         23,244       25,140       42,777       42,451
    Depreciation and amortization            7,358        6,651       14,270       13,231
    Income taxes                            13,120       10,064       22,118       18,013
    Taxes other than income taxes            5,081        4,932        9,390        8,694
                                            48,803       46,787       88,555       82,389

OPERATING INCOME                            24,630       21,618       43,524       40,039

OTHER INCOME - NET                           1,189          150        1,511          (39)

INCOME BEFORE INTEREST
    AND OTHER CHARGES                       25,819       21,768       45,035       40,000

INTEREST                                     4,043        4,229        8,283        8,229
OTHER                                           36          (69)        (144)        (139)
                                             4,079        4,160        8,139        8,090

NET INCOME                                  21,740       17,608       36,896       31,910

DIVIDENDS ON PREFERRED STOCK                     -            -            -          285

EARNINGS AVAILABLE FOR COMMON STOCK      $  21,740    $  17,608    $  36,896    $  31,625






                             INDIANA GAS COMPANY, INC.
                             AND SUBSIDIARY COMPANIES

                         CONSOLIDATED STATEMENTS OF INCOME
                              (Thousands - Unaudited)



                                                                        Twelve Months
                                                                        Ended March 31
                                                                      1994         1993
                                                                                 
OPERATING REVENUES                                                 $ 513,049    $ 462,162
COST OF GAS                                                          317,673      286,627
MARGIN                                                               195,376      175,535

OPERATING EXPENSES
    Other operation and maintenance                                   84,628       74,351
    Depreciation and amortization                                     27,845       26,096
    Income taxes                                                      19,921       16,434
    Taxes other than income taxes                                     15,224       14,128
                                                                     147,618      131,009

OPERATING INCOME                                                      47,758       44,526

OTHER INCOME - NET                                                     2,129        1,082

INCOME BEFORE INTEREST AND OTHER                                      49,887       45,608

INTEREST                                                              16,694       15,149
OTHER                                                                   (327)        (277)
                                                                      16,367       14,872

NET INCOME                                                            33,520       30,736

DIVIDENDS ON PREFERRED STOCK                                               -        1,140

EARNINGS AVAILABLE FOR COMMON STOCK                                $  33,520    $  29,596






                                     INDIANA GAS COMPANY, INC.
                                     AND SUBSIDIARY COMPANIES

                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Thousands - Unaudited)
 
                                                                      Six Months           Twelve Months
                                                                    Ended March 31         Ended March 31
                                                                   1994       1993        1994       1993
                                                                                     
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                  $ 36,896   $ 31,910    $ 33,520   $ 30,736

   Adjustments to reconcile net income to cash
      provided from operating activities -
       Depreciation and amortization                             14,370     13,359      28,074     26,325
       Deferred income taxes                                      1,286        996       3,221      2,208
       Investment tax credit                                       (465)      (542)       (930)    (1,045)
                                                                 15,191     13,813      30,365     27,488
       Changes in assets and liabilities -
         Receivables - net                                      (60,383)   (43,092)    (20,140)    (3,608)
         Inventories                                             38,103     33,410      (5,945)    (3,691)
         Accounts payable, customer deposits,
            advance payments and other
            current liabilities                                  (6,711)    14,502     (10,537)    21,373
         Accrued taxes and interest                               9,628      8,195      11,843      1,386
         Recoverable/refundable gas costs                        32,546     10,868       4,555      5,797
         Prepayments                                               (754)    (1,038)        214       (192)
         Other - net                                              2,883     (2,181)      1,850     (3,346)

           Total adjustments                                     30,503     34,477      12,205     45,207

             Net cash flow from operations                       67,399     66,387      45,725     75,943

CASH FLOWS FROM (REQUIRED FOR)
    FINANCING ACTIVITIES:
    Issuance of common stock                                          -          -      40,000     10,000
    Redemption of preferred stock                                     -    (20,932)          -    (20,932)
    Sale of long-term debt                                            -     35,000           -     35,000
    Reduction in long-term debt                                 (10,000)         -     (10,000)   (10,562)
    Net change in short-term borrowings                         (10,252)   (30,238)          -          -
    Dividends                                                   (11,600)   (10,436)    (22,500)   (20,942)
        Net cash flow from (required for) financing activities  (31,852)   (26,606)      7,500     (7,436)

CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
    Capital expenditures                                        (27,547)   (25,123)    (60,085)   (55,452)
        Net cash flow required for investing activities         (27,547)   (25,123)    (60,085)   (55,452)

NET INCREASE (DECREASE) IN CASH                                   8,000     14,658      (6,860)    13,055

CASH AND CASH EQUIVALENTS AT BEGINNING OF
    PERIOD                                                           20        222      14,880      1,825

CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $  8,020   $ 14,880    $  8,020   $ 14,880



Indiana Gas Company, Inc. and Subsidiary Companies
Notes to Consolidated Financial Statements

1.  Financial Statements.
    Indiana Gas Company, Inc. and its subsidiaries, Terre
    Haute Gas Corporation (Terre Haute) and Richmond Gas
    Corporation (Richmond) which are doing business as
    Indiana Gas Company, Inc. (Indiana Gas), provide natural
    gas and transportation services to a diversified base of
    customers in 281 communities within the lower two-thirds
    of the state of Indiana.

    The interim condensed consolidated financial statements
    included in this report have been prepared by Indiana
    Gas, without audit, as provided in the rules and
    regulations of the Securities and Exchange Commission.
    Certain information and footnote disclosures normally
    included in financial statements prepared in accordance
    with generally accepted accounting principles have been
    omitted as provided in such rules and regulations.
    Indiana Gas believes that the information in this report
    reflects all adjustments necessary to fairly state the
    results of the interim periods reported, that all such
    adjustments are of a normally recurring nature, and the
    disclosures are adequate to make the information
    presented not misleading.  These interim financial
    statements should be read in conjunction with the
    financial statements and the notes thereto included in
    Indiana Gas' latest annual report on Form 10-K.

    Because of the seasonal nature of Indiana Gas' gas
    distribution operations, the results shown on a
    quarterly basis are not necessarily indicative of annual
    results.

2.  Cash Flow Information.
    For the purposes of the Consolidated Statements of Cash
    Flows, Indiana Gas considers cash investments with an
    original maturity of three months or less to be cash
    equivalents.  Cash paid during the periods reported for
    interest and income taxes were as follows:

                               

                               Three Months Ended  Six Months Ended  Twelve Months Ended
                                    March 31           March 31           March 31
    Thousands                    1994      1993    1994       1993     1994       1993
                                                              
    Interest (net of
      amount capitalized)     $  5,987  $ 5,829   $  7,807  $  6,687  $15,114   $13,250
    Income taxes              $ 10,500  $ 8,550   $ 11,080  $ 10,539  $12,280   $14,031


3.  Revenues.
    To more closely match revenues and expenses, Indiana Gas
    records revenues for all gas delivered to customers but
    not billed at the end of the accounting period.

4.  Gas in Underground Storage.
    Based on the cost of purchased gas during March 1994,
    the cost of replacing the current portion of gas in
    underground storage exceeded last-in, first-out cost at
    March 31, 1994, by approximately $3,317,000.
5.  Refundable or Recoverable Gas Costs.
    The cost of gas purchased and refunds from suppliers,
    which differ from amounts recovered through rates are
    deferred and are being recovered or refunded in
    accordance with procedures approved by the Indiana
    Utility Regulatory Commission (IURC).

6.  Allowance For Funds Used During Construction.
    An allowance for funds used during construction (AFUDC),
    which represents the cost of borrowed and equity funds
    used for construction purposes, is charged to
    construction work in progress during the period of
    construction and included in "Other Income - Net" and
    "Other" on the Consolidated Statements of Income.  The
    current annual AFUDC rate is 7.5 percent, however, prior
    to September 30, 1992, a rate of 10 percent was used.
    
    The table below reflects the total interest capitalized
    and the portion of which was computed on borrowed funds
    and equity funds for all periods reported.



                               Three Months Ended    Six Months Ended     Twelve Months Ended
                                    March 31             March 31               March 31
    Thousands                   1994       1993      1994       1993        1994        1993
                                                                     
    AFUDC-Borrowed
        Funds                  $   13     $  133   $   244    $   267     $   556      $   506
    AFUDC-Equity
        Funds                      11        109       200        231         455          460
    Total AFUDC
        Capitalized            $   24     $  242   $   444    $   498     $ 1,011      $   966


    AFUDC amounts for the six- and twelve-month periods
    ended March 31, 1994, are considered more
    representative than the three months ended March
    31, 1994, due to an adjustment in the most recent
    quarter.

7.  Long-Term Debt.
    On October 15, 1993, $10 million of 9.30% medium-term
    notes were redeemed.

8.  Cash Management/Accounts Payable.
    Indiana Gas participates in a centralized cash
    management program with its parent, affiliated companies
    and banks which permits funding of checks as they are
    presented.  Amounts borrowed from affiliated companies as
    well as checks written but not cashed are reflected in accounts 
    payable.

9.  Environmental.
    In the past, Indiana Gas and others, including its
    predecessors, former affiliates and/or previous
    landowners, operated facilities for the manufacturing of
    gas and storage of manufactured gas. These facilities
    are no longer in operation and have not been operated
    for many years. In the manufacture and storage of such
    gas, various byproducts were produced, some of which may
    still be present at the sites where these manufactured
    gas plants and storage facilities were located. While
    management believes those operations were conducted in
    accordance with the then-applicable industry standards,
    under currently applicable environmental laws and
    regulations, Indiana Gas, and the others, may now be
    required to take remedial action if certain materials
    are found at these sites.

    Indiana Gas has identified the existence, location and
    certain general characteristics of 26 gas manufacturing
    and storage sites.  Indiana Gas is currently undertaking
    remediation at two sites.  Indiana Gas' share of
    remediation and related costs for these two sites has
    been accrued. These sites are currently being reviewed
    by the Indiana Department of Environmental Management.

    Indiana Gas is assessing, on a site-by-site basis,
    whether any of the remaining 24 sites require
    remediation, to what extent it is required and the
    estimated cost of such action. Indiana Gas' share of the
    estimated cost of performing these site-by-site
    assessments has also been accrued. Indiana Gas has
    completed preliminary assessments (PAs) on these sites
    and has completed site work for site investigations
    (SIs) at 15 of these sites. Based upon the site work
    completed to date, Indiana Gas believes some level of
    contamination may be present and ground water
    monitoring, at a minimum, will likely be required. As a
    result, Indiana Gas has accrued its share of the
    estimated costs of ground water monitoring for all 24
    sites. The total costs which may be incurred in
    connection with the remediation of these 24 sites, if
    remedial action beyond monitoring is required, cannot be
    determined at this time.

    Indiana Gas has nearly completed the process of
    identifying all potentially responsible parties (PRPs)
    for each site. Indiana Gas, with the help of outside
    counsel, has prepared estimates for its share of
    environmental liabilities, if they exist, at each of the
    sites. Indiana Gas has accrued only its proportionate
    share of the estimated costs, as described above, based
    on equitable principles derived from case law or applied
    by parties in achieving settlements.

    Indiana Gas does not believe it can provide an estimate
    of the reasonably possible total remediation costs for
    any site, prior to completion of the remedial
    investigation/ feasibility study (RI/FS) and developing
    some sense of the timing of the resulting potential
    remedial alternatives.

    Indiana Gas has notified insurance carriers of potential
    claims where policies may provide coverage for these
    environmental costs. Indiana Gas has not recorded any
    receivables related to recovery from insurance carriers
    at this time.

    In January 1992, Indiana Gas filed a petition with the
    IURC seeking regulatory authority for, among other
    matters, recovery through rates of all costs Indiana Gas
    incurs in complying with federal, state and local
    environmental regulations in connection with gas
    manufacturing activities. On February 26, 1992, Indiana
    Gas received authority from the IURC to employ deferred
    accounting for these costs. This authorization will
    extend until the IURC rules upon Indiana Gas' pending
    request to establish and implement an ongoing ratemaking
    mechanism that will be designed and intended to provide
    for the recovery of these costs.  An order is not
    expected until later in calendar 1994.  Indiana Gas has
    deferred all environmental costs previously paid or
    accrued. These costs are approximately $10.4 million
    (including assessment, remediation and related costs) as
    of March 31, 1994.

    The impact of complying with federal, state and local
    environmental regulations related to former manufactured
    gas plant sites on Indiana Gas' financial position and
    results of operations is contingent upon several
    uncertainties. These include the cost of compliance, the
    impact of joint and several liability upon the magnitude
    of the contingency, the ratemaking treatment authorized
    for these items by the IURC, as well as the recovery of
    environmental and related costs from insurance carriers.

    Indiana Gas believes it will be successful in recovering
    the costs which it has incurred and may incur through
    rates, from other potentially responsible parties and
    from insurance carriers. However, there can be no
    assurance as to the amount or timing of any such
    recoveries.

10. Postretirement Benefits Other Than Pensions.
    Indiana Gas provides postretirement health care and life
    insurance benefits.  Substantially all employees who
    have completed 10 years of service will become eligible
    for such benefits if they reach retirement age while
    still working for the company.  The plan pays stated
    percentages of most reasonable and necessary medical
    expenses incurred by retirees, after subtracting
    payments by other providers and after a stated
    deductible has been met.  These benefits, as well as
    similar benefits for active employees, are principally
    self-insured.  Currently, Indiana Gas does not fund this
    postretirement plan.

    Effective October 1, 1993, Indiana Gas adopted Statement
    of Financial Accounting Standards No. 106, Employers'
    Accounting for Postretirement Benefits Other Than
    Pensions (SFAS 106).  SFAS 106 requires accounting for
    the costs of postretirement health care and life
    insurance benefits on the accrual basis.  This means the
    costs of benefits paid in the future are recognized
    during the years that an employee provides service to
    Indiana Gas rather than the "pay-as-you-go" (cash)
    basis.

    Indiana Gas has elected to amortize the unfunded
    transition obligation as of October 1, 1993, of
    approximately $55 million over a period of 20 years.
    The estimated annual provision for postretirement
    benefit cost (including transition obligation
    amortization) is approximately $8.2 million for fiscal
    1994.  This compares with the projected pay-as-you-go
    cost of approximately $2.9 million for the same period.
    Prior to fiscal 1994, Indiana Gas recognized
    postretirement benefit costs on the pay-as-you-go (cash)
    basis.  Postretirement benefit costs recognized for
    fiscal years 1993 and 1992 were approximately $2,855,000
    and $2,653,000, respectively.

    The following table reconciles the plan's funded status
    to the accrued postretirement benefit cost as reflected
    on the balance sheet as of October 1, 1993:

    Thousands
    Accumulated postretirement benefit obligation:
     Retirees and dependents                     $30,313
     Other fully eligible participants             6,839
     Other active participants                    18,288
                                                  55,440
    Fair value of plan assets                          -
    Accumulated postretirement benefit obligation
     in excess of plan assets                     55,440
    Unrecognized transition obligation            55,440
    Accrued postretirement benefit cost          $     -

    Net postretirement benefit cost for the three months and
    six months ended March 31, 1994, consisted of the
    following components:                  
  

                                                  Three Months       Six Months
    Thousands                                    Ended March 31    Ended March 31
                                                                
    Service cost - benefits attributed to service
        during the period                          $    310           $    744
    Interest cost on accumulated postretirement
        obligation                                      894              2,149
    Amortization of transition obligation               617              1,483
    Net postretirement benefit cost                   1,821              4,376
    Amounts deferred pending rate recognition           935              2,652
    Actual cash payments                           $    886            $ 1,724


    
    The assumed health care cost trend rate for medical
    gross eligible charges used in measuring the accumulated
    postretirement benefit obligation as of October 1, 1993,
    was 11% for fiscal 1994.  This rate is assumed to
    decrease gradually through fiscal 2003 to 4.75% and
    remain at that level thereafter.  A one percent increase
    in the assumed health cost trend rates for each future
    year produces approximately a $6.9 million increase in
    the accumulated postretirement benefit obligation as of
    October 1, 1993, and approximately a $884,000 increase
    in the annual aggregate of the service and interest cost
    components of net postretirement benefit cost.  The
    weighted-average discount rate used in determining the
    accumulated postretirement benefit obligation was 7.25%.

    In January 1992, Indiana Gas filed a petition with the
    IURC seeking regulatory authority for, among other
    matters, rate recovery of implementation of SFAS 106
    relating to postretirement benefits other than
    pensions.  Through a generic order issued on December
    30, 1992, Indiana Gas received authority from the IURC
    to employ deferred accounting for these costs.  This
    authorization will extend until the IURC rules upon
    Indiana Gas' pending request to adopt SFAS 106 for
    ratemaking purposes. An order is not expected until
    later in calendar 1994. On November 12, 1993, Indiana
    Michigan Power Company (I & M) received an order from
    the IURC in its general rate case authorizing SFAS 106
    to be adopted for ratemaking purposes.  Indiana Gas
    continues to pursue full recovery of the costs of
    implementation of SFAS 106,  however, no assurance can
    be given as to the ratemaking treatment for this
    issue.

11. Income Taxes.
    Effective October 1, 1993, Indiana Gas adopted Statement
    of Financial Accounting Standards No. 109, Accounting
    for Income Taxes (SFAS 109).  Indiana Gas previously
    used the deferred method of accounting for income taxes
    as prescribed by Accounting Principles Bulletin Opinion
    No. 11.  SFAS 109 requires the use of the liability
    method, which effectively results in a reduction in
    previously provided deferred income taxes to reflect the
    current statutory corporate tax rate.

    Due to the effects of regulation on Indiana Gas, Indiana
    Gas is not permitted to recognize the effect of a tax
    rate change as income but is required to reduce tariff
    rates to return the "excess" deferred income taxes to
    ratepayers over the remaining life of the properties
    that give rise to the taxes.  Therefore, the cumulative
    effect of a change in accounting principle upon the
    initial application of SFAS 109 resulted in no impact on
    earnings.  Under SFAS 109,  Indiana Gas has recorded a
    net regulatory liability for approximately $4.8 million
    on its balance sheet as of October 1, 1993, related to
    deferred taxes.

    Deferred income taxes reflect the net tax effect of
    temporary differences between the carrying amounts of
    assets and liabilities for financial reporting purposes
    and the amounts used for income tax purposes.
    Significant components of Indiana Gas' net deferred tax
    liability as of October 1, 1993, are as follows:

                                                Thousands
    Deferred tax liabilities:
     Accelerated depreciation                     $37,759
     Property basis differences                    17,347
     Deferred fuel costs                            9,528
     Take-or-pay costs                              5,102
     Acquisition adjustment                         6,904
     Other                                          1,885
    Deferred tax assets:
     Deferred investment tax credit                (5,296)
     Regulatory income tax liability               (1,815)
    Less deferred income taxes related to
     current assets and liabilities               (16,515)
    Balance at October 1, 1993                    $54,899

12. Reclassifications.
    Certain reclassifications have been made to the prior
    periods' financial statements to conform to the current
    year presentation.  These reclassifications have no
    impact on margin or net income previously reported.

Indiana Gas Company, Inc. and Subsidiary Companies
Management's Discussion and Analysis of Results of Operations
and Financial Condition

Results of Operations

                       Earnings
    Earnings available for common stock for the three-,
six- and twelve-month periods ended March 31, 1994, when
compared to the same periods one year ago are listed
below.


            Periods Ended March 31        
            (Millions)                 1994      1993
            Three Months              $21.7     $17.6
            Six Months                $36.9     $31.6
            Twelve Months             $33.5     $29.6

The following discussion highlights the factors
contributing to these results.

          Margin (Revenues Less Cost of Gas)
    Margin for the quarter ended March 31, 1994, increased
$5.0 million compared to the same period last year.  The
increase was primarily due to weather 6 percent colder
than the same period last year and 4 percent colder than
normal.  Additional residential and commercial customers
also contributed to the increase.

    Margin for the six-month period ended March 31, 1994,
increased $9.7 million compared to the same period last
year.  The increase for the six-month period reflects
weather 6 percent colder than the same period last year
and 3 percent colder than normal.  Additional residential
and commercial customers, as well as the general rate
increase which was implemented October 28, 1992, also
contributed to the increase.

    Margin for the twelve-month period ended March 31,
1994, increased $19.8 million compared to the same period
last year.  The increase for the twelve-month period is
attributable to the general rate increase which was
implemented October 28, 1992, weather 5 percent colder
than the same period last year and 4 percent colder than
normal, as well as additional residential and commercial
customers.

    Total system throughput (combined sales and
transportation) increased 7 percent (3,198 MDth) for the
second quarter of fiscal 1994, 6 percent (4,785 MDth) for
the six-month period, and 6 percent (6,931 MDth) for the
twelve-month period ended March 31, 1994, compared to the
same periods last year.  Indiana Gas' rates for
transportation generally provide the same margins as are
earned on the sale of gas under its sales tariffs.
Approximately one-half of total system throughput
represents gas used for space heating and is affected by
weather.

    Total average cost per unit of gas purchased increased
to $3.19 for the three-month period ended March 31, 1994,
compared to $2.60 for the same period one year ago.  For
the six-month period, cost of gas per unit increased to
$3.12 in the current period compared to $2.82 for the same
period last year.  For the twelve-month period, cost of
gas per unit increased to $3.07 in the current period
compared to $2.64 for the same period last year.
Significant factors in the changes include the influence
of weather on the demand for gas and the increased fixed
costs per unit associated with pipeline rate cases and the
restructuring prescribed by Federal Energy Regulatory
Commission Order No. 636.  (See Federal Energy Regulatory
Commission Matters.)

    Adjustments to Indiana Gas' rates and charges related
to the cost of gas are made quarterly through gas cost
adjustment (GCA) procedures established by Indiana law and
administered by the Indiana Utility Regulatory Commission
(IURC).
                           
                  Operating Expenses
    Operation and maintenance expenses decreased
approximately $1.9 million for  the three-month period
ended March 31, 1994, when compared to the same period one
year ago.  The decrease is primarily attributable to lower
provisions for uncollectible accounts and health insurance
claims, offset somewhat by increased labor costs and the
addition of new customers.

    Operation and maintenance expenses for the six-month
period increased slightly compared to the same period one
year ago.  Higher labor costs and related benefits,
including performance-based compensation, and the addition
of new customers were offset by lower provisions for
uncollectible accounts and health insurance claims.

    Operation and maintenance expenses for the twelve-
month period increased approximately $10.3 million
compared to the same period one year ago.  The increase is
attributable to increased labor and related benefits,
including performance-based compensation and contract
labor, as well as costs related to the addition of new
customers.  The increase in labor is primarily due to
additional operating and maintenance projects in the last
half of fiscal 1993 which had been deferred in fiscal
years 1991 and 1992 because of very warm weather during
those years.

    Depreciation and amortization expense increased for
the three-, six- and twelve-month periods ended March 31,
1994, when compared to the same periods one year ago as
the result of additions to utility plant to serve new
customers and to maintain dependable service to existing
customers.

    Federal and state income taxes increased for the
three-, six- and twelve-month periods ended March 31,
1994, when compared to the same periods one year ago due
to higher taxable income and a higher federal tax rate.

    Taxes other than income taxes increased for the three-
, six- and twelve-month periods ended March 31, 1994, when
compared to the same periods one year ago primarily due to
higher gross receipts tax expenses resulting from
increased revenue.  Increased property tax expense, as a
result of higher property tax rates and higher assessed
values, also contributed to the increase for the six- and
twelve-month periods.

                   Interest Expense
    Interest expense increased for the twelve-month period
ended March 31, 1994,  when compared to the same period
one year ago primarily as the result of  an increase in
average debt outstanding slightly offset by a decrease in
interest rates.  Interest expense for the three- and six-
month periods remained approximately the same when
compared to the same periods one year ago.
                           
Other Operating Matters
                           
                 Environmental Matters
    Indiana Gas is currently conducting environmental
investigations and work at certain sites that were the
location of former manufactured gas plants.  (See Note 9.)

     Federal Energy Regulatory Commission Matters
    In accordance with Federal Energy Regulatory Commission
(FERC) Order No. 636, Indiana Gas' pipeline service
providers have made a number of filings to restructure
services. On May 1, 1993, Panhandle Eastern Pipe Line
Company implemented a restructured services tariff. Texas
Eastern Transmission Company's restructured tariff was
implemented June 1, 1993. Indiana Gas' remaining pipeline
service providers implemented restructured services on
November 1, 1993. Indiana Gas' pipeline service providers
have begun to seek from customers, including Indiana Gas,
recovery of certain costs related to the transition to
restructured services. Those costs will include certain gas
supply realignment costs and are not expected to exceed $25
million.

    In February 1994, Indiana Gas included certain
transition costs in a routine quarterly gas cost adjustment
(GCA) filing with the IURC.  As part of that proceeding,
Indiana Gas was given authority to pass the Account 191
component of such costs through to ratepayers and to employ
deferred accounting for all other components of transition
costs pending the IURC's consideration of Indiana Gas'
request for authority to recover those costs.  Indiana Gas'
proposal regarding the recovery of the remaining components
of transition costs, primarily gas supply realignment
costs, will be evaluated and ruled upon by the IURC later
this summer.  The pending issues concern cost allocation
among customers and whether the remaining components of
transition costs are recoverable through the GCA or
alternatively, through base rates.

    Indiana Gas believes these costs will be recoverable
and does not expect these matters to have a material effect
on its financial position or results of operation.  Indiana
Gas continues to monitor developments concerning these and
other pipeline issues, to participate in related
negotiations and to represent its interest in pipeline
matters before FERC.

      Postretirement Benefits Other Than Pensions
    Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions
(SFAS 106).  SFAS 106 requires accounting for the costs of
postretirement health care and life insurance benefits on
the accrual basis.  This means the costs of benefits paid in
the future are recognized during the years that an employee
provides service to Indiana Gas rather than the "pay-as-you-
go" (cash) basis.  (See Note 10.)

      In January 1992, Indiana Gas filed a petition with
the IURC seeking regulatory authority for, among other
matters, rate recovery of implementation of SFAS 106
relating to postretirement benefits other than pensions.
Through a generic order issued on December 30, 1992,
Indiana Gas received authority from the IURC to employ
deferred accounting for these costs.  This authorization
will extend until the IURC rules upon Indiana Gas' pending
request to adopt SFAS 106 for ratemaking purposes. An
order is not expected until later in calendar 1994.  On
November 12, 1993, Indiana Michigan Power Company (I & M)
received an order from the IURC in its general rate case
authorizing SFAS 106 to be adopted for ratemaking
purposes.  Indiana Gas continues to pursue full recovery
of the costs of implementation of SFAS 106,  however, no
assurance can be given as to the ratemaking treatment for
this issue.

                     Income Taxes
    Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 109, Accounting for
Income Taxes (SFAS 109).  Indiana Gas previously used the
deferred method of accounting for income taxes as prescribed
by Accounting Principles Bulletin Opinion No. 11.  SFAS 109
requires the use of the liability method, which effectively
results in a reduction in previously provided deferred
income taxes to reflect the current statutory corporate tax
rate.

    Due to the effects of regulation on Indiana Gas, Indiana
Gas is not permitted to recognize the effect of a tax rate
change as income but is required to reduce tariff rates to
return the "excess" deferred income taxes to ratepayers over
the remaining life of the properties that give rise to the
taxes.  Therefore, the cumulative effect of a change in
accounting principle upon the initial application of SFAS
109 resulted in no impact on earnings.

Liquidity and Capital Resources

    New construction to provide service to a growing
customer base and normal system maintenance and
improvements will continue to require substantial capital
expenditures.  For the twelve months ended March 31, 1994,
Indiana Gas' capital expenditures totaled $60.1 million.
Of this amount, 69 percent was provided by funds generated
internally (net income plus charges not requiring funds
less dividends).  Capital expenditures for fiscal 1994 are
estimated at $51.4 million of which $27.5 million have been
expended during the six-month period ended March 31, 1994.

    Indiana Gas' goal is to fund internally approximately
75 percent of its construction program.  Capitalization
objectives  for Indiana Gas are 55-65 percent common equity
and 35-45 percent long-term debt.  This will help Indiana
Gas to maintain its high creditworthiness.  The senior debt
of Indiana Gas is currently rated Aa3 by Moody's Investors
Service and AA- by Standard & Poor's Corporation and Duff &
Phelps.

    On October 15, 1993, $10 million of 9.30% medium-term
notes were redeemed.

    The nature of Indiana Gas' business creates large short-
term cash working capital requirements primarily to finance
customer accounts receivable, unbilled utility revenues
resulting from cycle billing, gas in underground storage
and construction expenditures until permanently financed.
Short-term borrowings tend to be greatest during the
heating season when accounts receivable and unbilled
utility revenues are at their highest. Depending on cost,
commercial paper or bank lines of credit are used as
sources of short-term financing. Indiana Gas' commercial
paper is rated P-1 by Moody's and A-1+ by Standard &
Poor's. Long-term financial strength and flexibility
require maintaining throughput volumes, controlling costs
and, if absolutely necessary, securing timely increases in
rates to recover costs and provide a fair and reasonable
return to shareholders.

Indiana Gas Company, Inc. and Subsidiary Companies
Part II - Other Information

Item 4.    Submission of Matters to a Vote of Security-
Holders

   At the annual meeting of shareholders of Indiana Gas
Company, Inc. on January 10, 1994, (the "Annual
Meeting"), the shareholders elected the following
directors by the vote specified opposite each
director's name:
                    


                                                                         Broker
Director            Votes For (1)       Votes Withheld   Abstentions    Non-Vote
                                                                
Duane M. Amundson    9,080,770                -              -              -
Howard J. Cofield    9,080,770                -              -              -
Niel C. Ellerbrook   9,080,770                -              -              -
Loren K. Evans       9,080,770                -              -              -



(1)    All outstanding shares of Indiana Gas' common
stock are held by its parent  company, Indiana Energy,
Inc.

   The terms of the other eight board members, Gerald
L. Bepko, Lawrence A. Ferger, Anton H. George, James C.
Shook, Paul T. Baker, Otto N. Frenzel III,
Don E. Marsh and Richard P. Rechter will expire in
January 1995 or January 1996.


Item 6.    Exhibits and Reports on Form 8-K

       None

                      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
thereunto duly authorized.


                            INDIANA GAS COMPANY, INC.
                                    Registrant




Dated May 12, 1994       /s/Niel C. Ellerbrook
                         Niel C. Ellerbrook
                         Senior Vice President
                         and Chief Financial Officer



Dated May 12, 1994       /s/Jerome A. Benkert
                         Jerome A. Benkert
                         Controller