December 22, 1994



Office of Applications and Report Services
Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

   We are transmitting herewith Indiana Gas Company,  Inc.'s
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, pursuant to the requirements of Section
13 of the Securities Exchange Act of 1934.

   The $250.00 filing fee was transmitted via FEDWIRE on
December 21, 1994.

                                   Sincerely,


                                   /s/Kathleen S. Morris
                                   Kathleen S. Morris

KSM:rs





           UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC.  20549
                                   
                               FORM 10-K

(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1994

                                  OR

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

For the transition period from _______________ to
_______________

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)

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

Securities registered pursuant to Section 12(b) of the Act:
                                         Name of each exchange on
   Title of each class                        which registered
         None                                       None

Securities registered pursuant to Section 12(g) of the Act:

                                 None
                           (Title of Class)

   Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such 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
Registrant's classes of common stock, as of the latest
practicable date.

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

   Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K ( 229.405 of this
chapter) is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K
[NA].





Table of Contents

                                                                  Page
Part I                                                                
  Business                                                           
  Property                                                           
  Legal Proceedings                                                  
  Submission of Matters to a Vote of Security Holders                
  Executive Officers of the Company                                  
Part II                                                              
  Market for the Registrant's Common Equity and Related
  Stockholder Matters                                                
  Selected Financial Data                                            
  Management's Discussion and Analysis of Results of 
    Operations and Financial Condition                             
  Financial Statements and Supplementary Data                      
  Changes in and Disagreements with Accountants                    
Part III                                                           
  Directors and Executive Officers of the Registrant               
  Executive Compensation                                           
  Securities Ownership of Certain Beneficial Owners and
  Management                                                       
  Certain Relationships and Related Transactions                   
Part IV                                                            
  Exhibits, Financial Statements Schedules, and Reports on
  Form 8-K                                                         
  

Part I

Item 1.   Business

       (a)  General Development of the Business.

       Indiana Gas Company, Inc. (company) is an
       operating public utility engaged in the business of
       providing gas utility service in the state of
       Indiana.  It was incorporated under the laws of the
       state of Indiana on July 16, 1945.  All of the
       outstanding shares of common stock of the company
       are owned by Indiana Energy, Inc. (Indiana Energy),
       which is a public holding company.

       All of the outstanding capital stock of
       Terre Haute Gas Corporation (Terre Haute) and
       Richmond Gas Corporation (Richmond) was acquired
       by Indiana Energy on July 31, 1990.  Both
       companies were operating public utilities engaged
       in the business of providing gas distribution
       services in Indiana.  On January 21, 1991, the
       company acquired from Indiana Energy all the
       outstanding capital stock of Terre Haute and
       Richmond.  While these companies technically
       exist as separate corporate entities, their
       business operations have been combined with
       Indiana Gas' operations and the companies do
       business under the name of Indiana Gas.

       (c)  Narrative Description of the Business.

       At September 30, 1994, Indiana Gas supplied
       gas to about 442,000 customers in 281 communities
       in 48 of the 92 counties in the state of Indiana.
       The service area has a population of
       approximately 2 million and contains diversified
       manufacturing and agriculture-related
       enterprises.  The principal industries served
       include automotive parts and accessories, feed,
       flour and grain processing, metal castings,
       aluminum products, gypsum products, electrical
       equipment, metal specialties and glass.

       The largest communities served include
       Muncie, Anderson, Lafayette-West Lafayette,
       Bloomington, Terre Haute, Marion, New Albany,
       Columbus, Jeffersonville, New Castle and
       Richmond.  Indiana Gas does not serve in
       Indianapolis, although its general office is
       located in that city.

       For the fiscal year ended September 30,
       1994, residential customers provided  59 percent
       of revenues, commercial 25 percent and industrial
       16 percent.  At such date, approximately 98
       percent of Indiana Gas' customers used gas for
       space heating, and space heating revenues from
       these customers for the fiscal year were 79
       percent of total operating revenues.  Sales of
       gas are seasonal and strongly affected by
       variations in weather conditions.  During the
       fiscal year ended September 30, 1994, Indiana Gas
       added approximately 10,400 residential and
       commercial customers.

       Indiana Gas sells gas directly to
       residential, commercial and industrial customers
       at approved rates.  Indiana Gas also transports
       gas through its pipelines at approved rates to
       commercial and industrial customers which have
       purchased gas directly from producers or through
       brokers and marketers.  The total volumes of gas
       provided to both sales and transportation
       customers is referred to as throughput.

       Gas transported on behalf of end-use
       customers in fiscal 1994 represented 26 percent
       (30,125 MDth) of throughput compared to 11
       percent (12,307 MDth) in 1993 and 13 percent
       (13,438 MDth) in 1992.  Although revenues are
       lower, rates for transportation generally provide
       the same margins as would have been earned had
       the gas been sold under normal sales tariffs.

       As a result of a series of FERC orders,
       including Order No. 636, Indiana Gas now
       purchases all of its natural gas from producers,
       brokers and marketers on both short-term and
       medium-term contracts.  Indiana Gas also has
       contracts with pipelines for storage and
       transportation of natural gas.

       Rates for gas services purchased from
       interstate pipeline suppliers are governed by
       tariffs which are subject to adjustment and
       approval by the Federal Energy Regulatory
       Commission (FERC) in accordance with the Natural
       Gas Act.  Prices for gas purchased from gas
       producers and marketers are determined by market
       conditions.  Indiana Gas' rates and charges,
       terms of service, accounting matters, issuance of
       securities, and other operational matters are
       regulated by the Indiana Utility Regulatory
       Commission (IURC).

       Adjustments to Indiana Gas' rates and
       charges related to the cost of gas are made
       through gas cost adjustment (GCA) procedures
       established by Indiana law and administered by
       the IURC.  The IURC has applied the statute
       authorizing the GCA procedures to reduce rates
       when necessary so as to limit net operating
       income, after adjusting to normal weather, to the
       level provided in the last general rate order.
       On October 26, 1994, the IURC approved a
       stipulation and settlement agreement which
       provided, among other things, an increase in
       Indiana Gas' authorized utility operating income
       from $47.1 million to $51.1 million beginning in
       fiscal 1995.  (See Item 7, 1995 Settlement
       Agreement.)

       Information regarding environmental matters
       affecting the company is incorporated herein by
       reference to Item 7, Environmental Matters.

       Indiana Gas had 1,129 full-time employees and 25
       part-time employees as of September 30, 1994.

Item 2.   Property

       The properties of Indiana Gas are used for
       the purchase, production, storage and
       distribution of gas and are located primarily
       within the state of Indiana.  As of September 30,
       1994, such properties included approximately
       9,798 miles of distribution mains; 458,576
       meters; seven reservoirs currently being used for
       the underground storage of purchased gas with
       approximately 108,354 acres of land held under
       storage easements; 10,671,831 Dth of gas in
       company-owned underground storage with a daily
       deliverability of 138,860 Dth; 20,617,050 Dth of
       gas in contract storage with a daily
       deliverability of 234,618 Dth; and five liquefied
       petroleum (propane) air-gas manufacturing plants
       with a total daily capacity of 36,700 Dth of gas.

       Indiana Gas' capital expenditures during the
       fiscal year ended September 30, 1994, amounted to
       $57.1 million.

Item 3.   Legal Proceedings

          None

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

       No matter was submitted during the fourth
       quarter of the fiscal year ended September 30,
       1994, to a vote of security holders.

Item 4a.  Executive Officers of the Company

       As of September 30, 1994, the following
       individuals were Executive Officers of the
       company:


                             Family
                             Relation-    Office or                   Date Elected
   Name               Age    ship        Position Held               Or Appointed(1)
                                                         
Lawrence A. Ferger    60     None        President and Chief
                                         Executive Officer           July 1, 1987

Paul T. Baker         54     None        Senior Vice President
                                         and Chief Operating
                                         Officer                     Aug. 1, 1991
                                         Senior Vice President -
                                         Gas Supply and
                                         Customer Services           July 1, 1987

Niel C. Ellerbrook    45     None        Senior Vice President and
                                         Chief Financial Officer     July 1, 1987

Anthony E. Ard        53     None        Vice President -
                                         Corporate Affairs           Jan. 11, 1993
                                         Vice President and
                                         Secretary                   Sep. 30, 1988

Carl L. Chapman       39     None        Vice President -
                                         Planning                    July 1, 1987

(1)  Each of the officers has served continuously since the dates indicated.


Part II


Item 5.   Market for the Registrant's Common Equity and
          Related Stockholder Matters

       All of the outstanding shares of Indiana Gas'
       common stock are owned by Indiana Energy, Inc., and
       are not traded.

       During fiscal 1994, the company paid aggregate
       dividends of $5.8 million, $5.8 million, $5.8
       million and $6.0 million in the first, second, third
       and fourth quarters, respectively.

       During fiscal 1993, the company paid aggregate
       dividends of $5.1 million, $5.1 million, $5.1
       million and $5.8 million in the first, second, third
       and fourth quarters, respectively.  (See Item 8,
       Note 5.)

Item 6.   Selected Financial Data

                                  INDIANA GAS COMPANY, INC.
                                  AND SUBSIDIARY COMPANIES
                                         (Thousands)
                                   
Year Ended September 30          1994       1993       1992       1991    1990(1)
                                                          
Operating revenues           $475,297   $499,278   $411,260   $389,550   $353,078
Margin                        194,309    185,725    160,333    153,037    142,821
Operating expenses            146,466    141,452    122,206    117,421    111,326
Operating income               47,843     44,273     38,127     35,616     31,495
Interest and other - net       13,247     15,739     12,384     12,330      9,238
Net income                     34,596     28,534     25,743     23,286     22,257
Dividends on preferred stock        -        285      1,710      1,710      1,710
Earnings available for
    common stock             $ 34,596   $ 28,249   $ 24,033   $ 21,576   $ 20,547


Common shareholder's equity  $260,295   $249,099   $202,833   $187,651   $217,704
Redeemable preferred
    shareholder's equity            -          -     20,000     20,000     20,000
Long-term debt (2)            156,851    184,901    149,901    163,775    106,100
                             $417,146   $434,000   $372,734   $371,426   $343,804


Total throughput              116,285    111,354    101,985     97,503     90,219

Annual heating degree days
    as a percent of normal        102%        99%        90%        87%        95%

Customers served at end
    of period                 441,765    431,334    420,665    411,855    402,875

Total Assets at Year-End     $649,982   $621,658   $567,779   $515,468   $493,898

(1)  Restated to reflect the acquisition of Terre Haute and Richmond effective 
     July 31, 1990.
(2)  Includes current maturities; excludes sinking fund requirements.



Item 7.   Management's Discussion and Analysis of Results
          of Operations and Financial Condition

       Results of Operations
       
       Earnings
       Earnings available for common stock increased to $34.6
       million in 1994 from $28.2 million in 1993.  The
       increase reflects weather that was 4 percent colder
       than last year, additional residential and commercial
       customers and a decrease in operation and maintenance
       expenses.  Earnings available for common stock
       increased to $28.2 million in 1993 from $24.0 million
       in 1992.  This increase was due to implementation of
       the October 1992 general rate increase and weather that
       was 9 percent colder than the previous year, partially
       offset by increased operation and maintenance expenses.
       
       Margins (Revenues Less Cost of Gas)
       In 1994, margins increased 5 percent ($8.6 million)
       when compared to 1993. The increase reflects weather
       that was 4 percent colder than last year and 2 percent
       colder than normal, as well as additional residential
       and commercial customers.
       
       In 1993, margins increased 16 percent ($25.4 million)
       when compared to 1992. The increase reflects a general
       rate increase implemented in October 1992, volume
       increases driven by additional customers and weather 9
       percent colder than the previous year but 1 percent
       warmer than normal.
       
       Total system throughput (combined sales and
       transportation) increased 4 percent (4.9 MMDth) in 1994
       compared to 1993 and increased 9 percent (9.4 MMDth) in
       1993 compared to 1992. 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 dekatherm of gas purchased
       (average commodity and demand) remained about the same
       for 1994 as compared to 1993. Increased fixed costs per
       dekatherm associated with pipeline rate cases and the
       restructuring prescribed by Federal Energy Regulatory
       Commission (FERC) Order No. 636 were offset by lower
       commodity costs (see Federal Energy Regulatory
       Commission Matters).
       
       Total average cost per dekatherm of gas purchased
       increased to $2.90 in 1993 from $2.65 in 1992. The
       increase can be attributed to higher commodity costs in
       1993 than in the previous year, slightly offset by
       increased purchases from producers and marketers.
       
       Operating Expenses
       Operation and maintenance expenses decreased
       approximately $2.3 million in 1994 when compared to
       1993. The decrease is primarily attributable to labor
       and related costs which are lower than the levels in
       1993 when additional operation and maintenance projects
       were in progress.
       
       Operation and maintenance expenses increased
       approximately $13.4 million in 1993 compared to 1992.
       During 1992 and 1991, Indiana Gas intensified cost
       containment programs and also postponed a number of non-
       critical operating and maintenance projects in an
       effort to partially offset the impact of very warm
       weather during those years.  With the colder weather of
       1993 and the general rate increase came the necessary
       financial resources to significantly increase the
       expenditures on operations and maintenance, including
       those projects previously deferred. Increased
       throughput volumes and revenues, better financial
       results and higher levels of operation and maintenance
       activity resulted in cost increases for labor and
       related benefits, including performance-based
       compensation, services, materials and supplies,
       advertising, collection costs and bad debt expenses.
       
       Depreciation and amortization expense increased in 1994
       and 1993 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 in 1994 and
       1993 due to higher taxable income and an increase in
       the federal tax rate resulting from the Omnibus Budget
       Reconciliation Act of 1993 (see Income Taxes).
       
       Taxes other than income taxes increased in 1994 and
       1993 as the result of increased property tax expense,
       due to higher property tax rates and higher assessed
       values, and as the result of higher gross receipts tax
       expenses.
       
       Interest Expense
       Interest expense decreased in 1994 due to slightly
       lower interest rates. Interest expense increased in
       1993 as the result of increases in average debt
       outstanding slightly offset by decreases in interest
       rates.
       
       Other Operating Matters
       
       Gas Cost Adjustment
       Adjustments to Indiana Gas' rates and charges related
       to the cost of gas are made through gas cost adjustment
       (GCA) procedures established by Indiana law and
       administered by the Indiana Utility Regulatory
       Commission (IURC). The GCA passes through increases and
       decreases in cost of gas to Indiana Gas' customers
       dollar for dollar.
       
       In addition, the IURC has applied the statute
       authorizing the GCA procedures to reduce rates when
       necessary so as to limit utility operating income,
       after adjusting to normal weather, to the level
       provided in the last general rate order.
       
       1995 Settlement Agreement
       During 1994, Indiana Gas, the Office of Utility
       Consumer Counselor (OUCC) and a group of large-volume
       users entered a series of negotiations designed to
       increase Indiana Gas' opportunity to earn on its recent
       capital investments while avoiding the necessity of a
       general rate filing. As a result of these negotiations,
       the IURC approved on October 26, 1994, a stipulation
       and settlement agreement which provided, among other
       things, for the following: (1) an increase in Indiana
       Gas' authorized utility operating income from $47.1
       million to $51.1 million beginning in fiscal 1995; (2)
       with certain specified exceptions, Indiana Gas may not
       file a petition to increase its base rates until
       September 1, 1995; and (3) an agreement to a number of
       operational and other service enhancements for large-
       volume customers.
       
       Furthermore, as part of the agreement, the OUCC agreed
       to perform another investigation during fiscal year
       1995 to consider an additional increase to Indiana Gas'
       authorized utility operating income.
       
       Environmental Matters
       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. Various stages of investigation and
       remediation activities are under way at these sites.
       Indiana Gas has deferred all environmental costs
       previously paid or accrued. These costs are
       approximately $12 million (including assessment,
       remediation and related costs) as of September 30,
       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.
       
       For further information regarding the status of
       investigation and remediation of the sites, financial
       reporting, ratemaking and other potentially responsible
       parties, see Item 8, Note 10.
       
       Federal Energy Regulatory Commission Matters
       In accordance with 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 Corporation'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 currently expected to exceed $10
       million.
       
       In a recent order involving another gas utility in
       Indiana, the IURC determined that FERC Order No. 636
       transition costs are recoverable as gas costs through
       the quarterly GCA process. Given this determination,
       Indiana Gas expects that transition costs it is
       assessed by its pipeline suppliers will be recovered
       through the quarterly GCA process.
       
       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 Item 8, Note 7).
       
       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.
       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. Indiana Gas' order is not expected until
       later in calendar 1994, however, recent orders for
       other public utilities regulated by the IURC have
       authorized SFAS 106 to be adopted for ratemaking
       purposes.
       
       Postemployment Benefits
       In November 1992, the Financial Accounting Standards
       Board issued Statement of Financial Accounting
       Standards No. 112, Employers' Accounting for
       Postemployment Benefits (SFAS 112). The statement will
       be adopted by Indiana Gas effective October 1, 1994.
       SFAS 112 requires employers to adopt accrual accounting
       for workers' compensation, disability, severance pay
       and other benefits provided to former or inactive
       employees after employment but before retirement.
       Adoption of the statement will not materially affect
       Indiana Gas' financial position or results of
       operations.
       
       Income Taxes
       A federal corporate tax rate of 35 percent, resulting
       from the Omnibus Budget Reconciliation Act of 1993, was
       in effect for all of the company's fiscal year of 1994
       as compared to a weighted average federal corporate tax
       rate of 34.75 percent in 1993. The federal corporate
       tax rate in effect for fiscal 1992 was 34 percent.
       
       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, 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. Indiana Gas' goal is to
       internally fund approximately 75 percent of its capital
       expenditure program. This will help Indiana Gas to
       maintain its high creditworthiness. The long-term debt
       of Indiana Gas is currently rated Aa3 by Moody's
       Investors Service and AA- by Standard & Poor's
       Corporation and Duff & Phelps.
       
       Total capital required to fund both capital
       expenditures and refinancing requirements for 1993 and
       1994, along with estimated amounts for 1995 through
       1997, are as follows:
       
       Thousands                    1993     1994     1995     1996     1997
       Capital expenditures      $57,000  $57,100  $54,700  $56,600  $61,600
       Refinancing requirements   20,000   28,100      200      200      200
                                 $77,000  $85,200  $54,900  $56,800  $61,800
       
       In 1994, 75 percent of Indiana Gas' capital
       expenditures was provided by funds generated internally
       (net income less dividends plus charges to net income
       not requiring funds).  In 1993, 62 percent of capital
       expenditures was provided by funds generated
       internally. This percentage was lower than the target
       as a result of completing significant upgrades to the
       gas distribution system to allow for greater operating
       flexibility in the FERC Order 636 environment.
       
       Capitalization objectives for Indiana Gas are 55-65
       percent common equity and preferred stock and 35-45
       percent long-term debt.  Indiana Gas' common equity
       component was 62 percent of total capitalization at
       September 30, 1994.
       
       In 1994, externally funded capital expenditures and the
       redemptions discussed below were financed primarily
       through short-term debt and changes in working capital.
       No significant permanent financing was done during the
       year.
       
       On October 15, 1993, $10 million of 9.30% medium-term
       notes were redeemed.
       
       On September 15, 1994, $10 million of 6.80% Notes,
       Series C, were redeemed.
       
       During September 1994, $8.05 million of the outstanding
       9 3/8% Series M, First Mortgage Bonds were retired.
       
       Indiana Gas received an order on August 17, 1994, from
       the IURC for authorization to issue up to $125 million
       in the aggregate in the form of debt securities and
       common stock or a combination thereof. Indiana Gas
       intends to implement a medium-term note program during
       fiscal 1995.
       
       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 capital 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.

Item 8.   Financial Statements and Supplementary Data

      Management's Responsibility for Financial Statements
      
      The management of the company is responsible for the
      preparation of the consolidated financial statements and
      the related financial data contained in this report. The
      financial statements are prepared in conformity with
      generally accepted accounting principles and follow
      accounting policies and principles applicable to
      regulated public utilities.
      
      The integrity and objectivity of the data in this
      report, including required estimates and judgements, are
      the responsibility of management. Management maintains a
      system of internal controls and utilizes an internal
      auditing program to provide reasonable assurance of
      compliance with company policies and procedures and the
      safeguard of assets.
      
      The board of directors pursues its responsibility for
      these financial statements through its audit committee,
      which meets periodically with management, the internal
      auditors and the independent auditors, to assure that
      each is carrying out its responsibilities. Both the
      internal auditors and the independent auditors meet with
      the audit committee, with and without management
      representatives present, to discuss the scope and
      results of their audits, their comments on the adequacy
      of internal accounting controls and the quality of
      financial reporting.
      
      
                                    /s/Niel C. Ellerbrook
                                    Niel C. Ellerbrook
                                    Senior Vice President and
                                    Chief Financial Officer
      
      
      
      Report of Independent Public Accountants
      
      To the Shareholders and Board of Directors of Indiana
      Gas Company, Inc.:
      
      We have audited the accompanying consolidated balance
      sheets and schedules of  long-term debt of Indiana Gas
      Company, Inc. (an Indiana corporation and wholly-owned
      subsidiary of Indiana Energy, Inc.) and subsidiary
      companies as of September 30, 1994 and 1993, and the
      related consolidated statements of income, common
      shareholder's equity and cash flows for each of the
      three years in the period ended September 30, 1994.
      These financial statements are the responsibility of the
      company's management.  Our responsibility is to express
      an opinion on these financial statements based on our
      audits.
      
      We conducted our audits in accordance with generally
      accepted auditing standards.  Those standards require
      that we plan and perform the audit to obtain reasonable
      assurance about whether the financial statements are
      free of material misstatement.  An audit includes
      examining, on a test basis, evidence supporting the
      amounts and disclosures in the financial statements.  An
      audit also includes assessing the accounting principles
      used and significant estimates made by management, as
      well as evaluating the overall financial statement
      presentation.  We believe that our audits provide a
      reasonable basis for our opinion.
      
      In our opinion, the financial statements referred to
      above present fairly, in all material respects, the
      financial position of Indiana Gas Company, Inc. and
      subsidiary companies, as of September 30, 1994, and
      1993, and the results of their operations and their cash
      flows for each of the three years in the period ended
      September 30, 1994, in conformity with generally
      accepted accounting principles.
      
      
      
      /s/Arthur Andersen LLP
      Arthur Andersen LLP
      
      Indianapolis, Indiana
      October 28, 1994
      

                               INDIANA GAS COMPANY, INC.
                               AND SUBSIDIARY COMPANIES

                           CONSOLIDATED STATEMENTS OF INCOME
                                      (Thousands)




                                                           Year Ended September 30
                                                        1994         1993         1992
                                                                     
OPERATING REVENUES                                  $ 475,297    $ 499,278    $ 411,260
COST OF GAS                                           280,988      313,553      250,927
MARGIN                                                194,309      185,725      160,333

OPERATING EXPENSES:
    Other operation and maintenance                    81,982       84,302       70,866
    Depreciation and amortization                      29,177       26,806       25,136
    Income taxes                                       19,467       15,816       13,892
    Taxes other than income taxes                      15,840       14,528       12,312
                                                      146,466      141,452      122,206

OPERATING INCOME                                       47,843       44,273       38,127

OTHER INCOME - NET                                      2,629          579        1,893

INCOME BEFORE INTEREST AND OTHER                       50,472       44,852       40,020

INTEREST AND OTHER CHARGES:
    Interest on long-term debt                         14,798       15,304       13,885
    Interest on notes payable                             493          447          222
    Allowance for borrowed funds used
      during construction                                (355)        (579)        (481)
    Other interest                                        746          889          449
    Other amortization                                    194          257          202
                                                       15,876       16,318       14,277

NET INCOME                                             34,596       28,534       25,743

DIVIDENDS ON PREFERRED STOCK                                -          285        1,710

EARNINGS AVAILABLE FOR COMMON STOCK                 $  34,596    $  28,249    $  24,033



The accompanying notes are an integral part of these statements.



                                           INDIANA GAS COMPANY, INC.
                                           AND SUBSIDIARY COMPANIES

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (Thousands)


                                                                          Year Ended September 30
                                                                        1994        1993       1992
                                                                                  
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                       $ 34,596    $ 28,534   $ 25,743

   Adjustments to reconcile net income to cash
     provided from operating activities -
       Depreciation and amortization                                  29,371      27,063     25,338
       Deferred income taxes                                           3,273       2,931      2,073
       Investment tax credit                                            (930)     (1,007)      (929)
                                                                      31,714      28,987     26,482
       Changes in assets and liabilities -
         Receivables - net                                             4,121      (2,849)    (1,401)
         Inventories                                                  (5,093)    (10,638)   (19,188)
         Accounts payable, customer deposits, advance
            payments and other current liabilities                    (7,052)     10,676      9,645
         Accrued taxes and interest                                  (11,815)     10,410      5,506
         Refundable/recoverable gas costs                             39,048     (17,123)     6,805
         Other - net                                                   2,771      (4,000)    (1,385)

           Total adjustments                                          53,694      15,463     26,464

             Net cash flows from operations                           88,290      43,997     52,207

CASH FLOWS FROM (REQUIRED FOR) FINANCING ACTIVITIES:
    Issuance of common stock                                               -      40,000     10,000
    Redemption of preferred stock                                          -     (20,932)         -
    Sale of long-term debt                                                 -      35,000          -
    Reduction in long-term debt                                      (28,050)          -    (14,094)
    Net change in short-term borrowings                               20,298     (19,986)    28,088
    Dividends                                                        (23,400)    (21,336)   (20,561)

        Net cash flows from (required for) financing activities      (31,152)     12,746      3,433

CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
    Capital expenditures                                             (57,138)    (56,945)   (59,060)
        Net cash flows required for investing activities             (57,138)    (56,945)   (59,060)

NET DECREASE IN CASH                                                       -        (202)    (3,420)

CASH AND CASH EQUIVALENTS AT BEGINNING OF
    PERIOD                                                                20         222      3,642

CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $     20    $     20   $    222



The accompanying notes are an integral part of these statements.



                         INDIANA GAS COMPANY, INC.
                         AND SUBSIDIARY COMPANIES

                        CONSOLIDATED BALANCE SHEETS

                                    ASSETS
                                 (Thousands)

                                                              September 30
                                                            1994       1993
                                                              
UTILITY PLANT:
    Original cost                                        $824,839   $773,174
    Less - accumulated depreciation and amortization      291,823    267,629
                                                          533,016    505,545


NONUTILITY PLANT - NET                                        393        234


CURRENT ASSETS:
    Cash and cash equivalents                                  20         20
    Accounts receivable, less reserves of
        $1,238 and $2,055 respectively                     14,251     14,231
    Accrued unbilled revenues                               6,607     10,748
    Materials and supplies - at average cost                3,663      3,710
    Liquefied petroleum gas - at average cost                 940      1,019
    Gas in underground storage - at last-in,
        first-out cost                                     64,753     59,534
    Recoverable gas costs                                       -      7,453
    Prepayments and other                                     244        296
                                                           90,478     97,011


DEFERRED CHARGES:
    Unamortized debt discount and expense                   6,755      6,614
    Environmental costs (see Note 10)                      11,925      9,045
    Other                                                   7,415      3,209
                                                           26,095     18,868


                                                         $649,982   $621,658



The accompanying notes are an integral part of these statements.



                            INDIANA GAS COMPANY, INC.
                            AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS

                      SHAREHOLDER'S EQUITY AND LIABILITIES
                                  (Thousands)


                                                               September 30
                                                             1994       1993
                                                               
CAPITALIZATION:
    Common stock and paid-in capital                      $142,995   $142,995
    Retained earnings                                      117,300    106,104
        Total common shareholder's equity                  260,295    249,099
    Long-term debt (see schedule)                          156,851    164,901
                                                           417,146    414,000

CURRENT LIABILITIES:
    Maturities and sinking fund requirements
        of long-term debt                                        -     20,000
    Notes payable                                           30,550     10,252
    Accounts payable                                        34,808     41,602
    Refundable gas costs                                    31,595          -     
    Customer deposits and advance payments                  12,594     13,466
    Accrued taxes                                           20,291     31,579
    Accrued interest                                         2,815      3,342
    Other current liabilities                               14,055     13,441
                                                           146,708    133,682

DEFERRED CREDITS:
    Deferred income taxes (see Note 11)                     59,887     56,911
    Unamortized investment tax credit                       13,033     13,963
    Regulatory liability (see Note 11)                       4,787          -     
    Customer advances for construction                       1,162        998
    Other                                                    7,259      2,104
                                                            86,128     73,976

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

                                                          $649,982   $621,658



The accompanying notes are an integral part of these statements.



                                INDIANA GAS COMPANY, INC.
                                AND SUBSIDIARY COMPANIES

                CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDER'S EQUITY
                               (Thousands except shares)


                                          COMMON STOCK AND
                                          PAID-IN CAPITAL        RETAINED
                                         SHARES      AMOUNT      EARNINGS      TOTAL
                                                                 
BALANCE AT SEPTEMBER 30, 1991          7,320,827    $ 92,995    $  94,656    $187,651

  Net Income                                                       25,743      25,743

  8.55% Cumulative Preferred Stock
    Dividends                                                      (1,710)     (1,710)

  Common Stock Dividends
     ($2.52 per share)                                            (18,851)    (18,851)

  Common Stock Issuances
    to Indiana Energy, Inc.              357,910      10,000                   10,000

BALANCE AT SEPTEMBER 30, 1992          7,678,737     102,995       99,838     202,833

  Net Income                                                       28,534      28,534

  8.55% Cumulative Preferred Stock
    Dividends                                                        (285)       (285)

  Common Stock Dividends
     ($2.66 per share)                                            (21,051)    (21,051)

  Common Stock Issuances
    to Indiana Energy, Inc.            1,402,033      40,000                   40,000

  Premium on Redemption
    of Preferred Stock                                               (932)       (932)

BALANCE AT SEPTEMBER 30, 1993          9,080,770     142,995      106,104     249,099

  Net Income                                                       34,596      34,596

  Common Stock Dividends
     ($2.58 per share)                                            (23,400)    (23,400)

BALANCE AT SEPTEMBER 30, 1994          9,080,770    $142,995    $ 117,300    $260,295



The accompanying notes are an integral part of these statements.


      
                               INDIANA GAS COMPANY, INC.
                               AND SUBSIDIARY COMPANIES

                       CONSOLIDATED SCHEDULES OF LONG-TERM DEBT
                                      (Thousands)



                                                                  September 30
                                                               1994           1993
                                                                     
    LONG-TERM DEBT:
    First Mortgage Bonds
       9 3/8% Series M, due July 15, 2016                   $ 21,950       $ 30,000
    

    Unsecured Notes Payable
       9.30%, due October 15, 1993                                 -         10,000
       6.80% Series C, due September 15, 1994                      -         10,000
       6 5/8% Series D, due December 1, 1997                  35,000         35,000
       8.90%, due July 15, 1999                               10,000         10,000
       9 3/8%, due January 15, 2021                           25,000         25,000
       9 1/8% Series A, due February 15, 2021                 40,000         40,000
       8 1/2% Series B Debentures, due September 15, 2021     24,901         24,901
                                                             134,901        154,901
                                                             156,851        184,901

    Less - Maturities and sinking fund requirements                -         20,000

                                                            $156,851       $164,901




    The accompanying notes are an integral part of these statements.


        
      Notes to Consolidated Financial Statements
      Indiana Gas Company, Inc. and Subsidiary Companies
      
      1.  Summary of Significant Accounting Practices
      
      A.  Consolidation
      Indiana Gas Company, Inc. (Indiana Gas) and its
      subsidiaries, Terre Haute Gas Corporation (Terre
      Haute) and Richmond Gas Corporation (Richmond) which
      are doing business as Indiana Gas Company, Inc.
      (company), provide natural gas and transportation
      services to a diversified base of customers in 281
      communities in 48 of Indiana's 92 counties.
      
      B.  Utility Plant and Depreciation
      Except as described below, utility plant is stated at
      the original cost and includes allocations of payroll-
      related costs and administrative and general
      expenses, as well as an allowance for the cost of
      funds used during construction. When a depreciable
      unit of property is retired, the cost is credited to
      utility plant and charged to accumulated depreciation
      together with the cost of removal, less any salvage.
      No gain or loss is recognized upon normal retirement.
      
      Provisions for depreciation of utility property are
      determined by applying straight-line rates to the
      original cost of the various classifications of
      property. The average depreciation rate was
      approximately 4.1 percent for 1994, 1993 and 1992.
      
      Cost in excess of underlying book value of acquired
      gas distribution companies is reflected as a
      component of utility plant and is being amortized
      primarily over 40 years.
      
      C.  Unamortized Debt Discount and Expense
      As part of an August 17, 1994, order from the Indiana
      Utility Regulatory Commission (IURC), Indiana Gas
      received authority to amortize over a 15-year period
      the debt discount and expense related to new debt
      issues and future premiums paid for debt reacquired
      in connection with refinancing. Debt discount and
      expense for issues in place prior to this order are
      being amortized over the lives of the related issues.
      Premiums paid prior to this order for debt reacquired
      in connection with refinancing are being amortized
      over the life of the refunding issue. Gains or losses
      realized from reacquisition of debt for sinking fund
      purposes are included in "Other Income - Net" on the
      Consolidated Statements of Income.
      
      D.  Cash Flow Information
      For the purposes of the Consolidated Statements of
      Cash Flows, the company 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:
      
      Thousands                                 1994     1993     1992
      Interest (net of amount capitalized)   $15,192  $13,994  $13,637
      Income taxes                           $23,880  $11,739  $ 7,317
      
      E.  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.
      
      F.  Gas in Underground Storage
      Based on the cost of purchased gas during September
      1994, the cost of replacing the current portion of
      gas in underground storage was less than last-in,
      first-out cost at September 30, 1994, by
      approximately $7,164,000.
      
      G.  Refundable or Recoverable Gas Cost
      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 IURC.
      
      H.  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 the equity portion is
      included in "Other Income - Net" on the Consolidated
      Statements of Income. The portion related to borrowed
      funds is included in "Interest and Other Charges".
      An annual AFUDC rate of 7.5 percent was used in 1994
      and 1993, however, in 1992 the rate was 10 percent
      due primarily to higher interest rates.
      
      The table below reflects the total AFUDC capitalized
      and the portion of which was computed on borrowed and
      equity funds for all periods reported.
      
         Thousands                    1994     1993    1992
         AFUDC - borrowed funds    $   355  $   579  $  481
         AFUDC - equity funds          290      486     617
         Total AFUDC capitalized   $   645  $ 1,065  $1,098
      
      I.   Capital Expenditures
      Indiana Gas' utility capital expenditure requirements
      for 1994 were $57.1 million and are estimated to be
      about $54.7 million for 1995. Capital expenditure
      programs are funded by internally generated funds,
      short-term borrowings and permanent financing.
      
      J.  Reclassifications
      Certain reclassifications have been made in the
      company's financial statements of prior years to
      conform to the current year presentation. These
      reclassifications have no impact on previously
      reported net income.
      
      2.   Fair Value of Financial Instruments
      
      The estimated fair values of Indiana Gas' financial
      instruments were as follows:
      
                                        September 30, 1994  September 30, 1993
                                         Carrying     Fair  Carrying      Fair
      Thousands                            Amount    Value    Amount     Value
      Cash and cash equivalents         $     20  $     20  $     20  $     20
      Notes payable                     $ 30,550  $ 30,550  $ 10,252  $ 10,252
      Long-term debt (includes amounts
      due within one year)              $156,851  $160,612  $184,901  $212,500
      
      Certain methods and assumptions must be used to
      estimate the fair value of financial instruments.
      Because of the short maturity of cash and cash
      equivalents and notes payable, the carrying amounts
      approximate fair values for these financial
      instruments. The fair value of the company's long-
      term debt was estimated based on the quoted market
      prices for the same or similar issues or on the
      current rates offered to the company for debt of the
      same remaining maturities.
      
      Under current regulatory treatment, call premiums on
      reacquisition of long-term debt are generally
      recovered in customer rates over the life of the
      refunding issue or over a 15-year period (see Note
      1C). Accordingly, any reacquisition would not be
      expected to have a material effect on the company's
      financial position or results of operations.
      
      3.   Short-Term Borrowings
      
      Indiana Gas has board of director approval to borrow
      up to $100 million under bank lines of credit.
      Indiana Gas has available committed lines of credit
      up to $60 million with approximately $31 million
      outstanding at September 30, 1994. These lines of
      credit are renewable annually and require fees based
      on the amounts of the lines. In addition, Indiana Gas
      has available uncommitted lines of credit with
      similar arrangements which allow it to borrow up to
      its board approved amount. Notes payable to banks
      bore interest at rates negotiated with the bank at
      the time of borrowing.
      
      Bank loans outstanding during the reported periods
      were as follows:

      Thousands                                              1994      1993      1992
                                                                    
      Outstanding at year end                             $30,550   $10,252   $30,238
      Weighted average interest rates at year end             4.9%      3.6%      3.5%
      Weighted average interest rates during the year         3.3%      3.6%      4.2%
      Weighted average total outstanding during the year  $14,891   $12,533   $ 8,594
      Maximum total outstanding during the year           $56,500   $77,379   $30,238

      
      4.  Long-Term Debt
      
      During the year the following activity took place
      with respect to long-term debt.
      
      On October 15, 1993, $10 million of 9.30% medium-term
      notes were redeemed.
      
      On September 15, 1994, $10 million of 6.80% Notes,
      Series C, were redeemed.
      
      During September 1994, $8.05 million of the
      outstanding 9 3/8% Series M, First Mortgage Bonds
      were retired.  A premium of $641,000 was paid for
      this retirement and will be amortized over a 15-year
      period.
      
      Consolidated maturities and sinking fund requirements
      on long-term debt subject to mandatory redemption
      during the five years following 1994 are none for
      1995 and 1996, $1,100,000 in 1997, $36,100,000 in
      1998 and $11,100,000 in 1999.
      
      5.  Common Stock
      
      Indiana Gas has authorized 16 million shares of no
      par value common stock.
      
      Dividends on the common stock of Indiana Gas are
      payable out of the unreserved and unrestricted
      retained earnings of Indiana Gas. There are certain
      provisions in the Indiana Gas Indenture, under which
      the first mortgage bonds of Indiana Gas have been
      created and issued, restricting the payment of
      dividends on the Indiana Gas common stock. Such
      restrictions could affect Indiana Gas' ability to pay
      dividends on its common stock. None of the retained
      earnings of Indiana Gas are presently subject to any
      such restrictions.
      
      6.  Cumulative Preferred Stock
      
      On December 1, 1992, Indiana Gas redeemed all 200,000
      shares of its issued and outstanding 8.55% Cumulative
      Preferred Stock at $104.66 per share with accrued
      dividends. The redemption premium of $932,000 was
      charged to retained earnings. Indiana Gas has
      authorized and unissued shares of preferred stock of
      4.2 million.
      
      7.  Retirement Plans and Other Postretirement Benefits
      
      Effective October 1, 1994, Indiana Gas merged its
      retirement savings plan for bargaining employees into
      its retirement savings plan for non-bargaining
      employees. The primary objective for this action is
      to reduce the level of resources required to
      administer two plans. The combined retirement savings
      plan is a defined contribution plan which is
      qualified under sections 401(a) and 401(k) of the
      Internal Revenue Code. Under the terms of the
      retirement savings plan, eligible participants may
      direct a specified percentage of their compensation
      to be invested in shares of Indiana Energy's common
      stock, a fixed income fund, an equity fund or a
      balanced fund. Participants in the retirement savings
      plan have, subject to prescribed limitations,
      matching company contributions made to the plan on
      their behalf, plus a year-end lump sum company
      contribution. During 1994, 1993 and 1992, Indiana Gas
      made contributions of $2,386,000, $2,270,000 and
      $2,072,000, respectively.
      
      Indiana Gas also has two non-contributory defined
      benefit retirement plans that cover all employees
      meeting certain minimum age and service requirements.
      Benefits are determined by a formula based on the
      employee's base earnings (highest five consecutive
      years out of the last 10 consecutive years prior to
      actual retirement date), years of participation in
      the plan and the employee's age at retirement.
      
      Indiana Gas has an unfunded supplemental retirement
      plan for certain management employees. Benefits are
      determined by a formula based on 65 percent of the
      participant's average monthly earnings, less benefits
      received under the company's pension and savings
      plans and the participant's primary Social Security
      benefits.
      
      The Indiana Gas defined benefit retirement plan
      assets are under custody of trustees and consist of
      actively managed stock and bond portfolios, as well
      as short-term investments. It is Indiana Gas' funding
      policy to maintain the pension plans on an
      actuarially sound basis. Under this policy, funding
      was $1,110,000 in 1994, $1,223,000 in 1993, and
      $1,666,000 in 1992.  As permitted by the Statement of
      Financial Accounting Standards No. 71, Accounting for
      the Effects of Certain Types of Regulation, the
      company recognizes pension expense based on funding
      as allowed for ratemaking purposes.
      
      The calculation of pension expense follows:

      Thousands                                            1994     1993     1992
                                                                  
      Pension benefits earned during the period          $1,436   $1,366   $1,258
      Interest accrued on projected pension benefit      
        obligation                                        4,752    4,713    4,543
      Actual return on pension plan assets                    9   (3,563)  (6,152)
      Net amortization and deferral                      (6,056)  (2,392)     369
      SFAS 87 pension expense                               141      124       18
      Adjustment to reflect amount included in rates        492    1,877    3,640
      Total pension expense                              $  633   $2,001   $3,658
      
</table
      The following table reconciles the plans' SFAS 87
      funded status at September 30 with amounts recorded
      in the company's financial statements. Certain assets
      and obligations of the plans are deferred and
      recognized in the financial statements in subsequent
      periods.
      
      Thousands                                           1994     1993
      Actuarial present value of pension benefits:   
        Vested benefits                                $52,127  $51,753
        Nonvested benefits                                 248      204
        Effect of future salary increases                6,751   10,478
      Projected pension benefit obligation              59,126   62,435
      Plan assets at fair value                         64,099   67,347
      Plan assets in excess of projected
       pension benefit obligation at September 30        4,973    4,912
      Unrecognized adjusted prior service costs          2,136    2,616
      Unrecognized net assets at date of initial
      application                                       (2,393)  (2,701)
      Unrecognized net (gain) loss                      (3,007)  (4,153)
      Adjustment to reflect amount included in rates    (1,806)  (1,313)
      Prepaid (accrued) pension cost at September 30   $   (97) $  (639)
      
      The weighted-average discount rate used in
      determining the actuarial present value of the SFAS
      87 projected benefit obligation was 8 percent. The
      expected long-term rate of return on assets was 9
      percent. These rates were used for all years
      reported. The average rate of increase in future
      compensation levels used ranged from 5 to 5.5 percent
      for 1994, and from 5.5 to 8 percent for 1993. The
      average future service of plan participants used to
      compute amortization of the net assets existing at
      the date of initial application of SFAS 87 is
      approximately 17 years.
      
      In addition to providing pension benefits, Indiana
      Gas presently provides postretirement health care and
      life insurance benefits to full-time employees who
      have completed 10 years of service and retire from
      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 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.
      
      Net postretirement benefit cost for 1994 consisted of
      the following components:


      
      Thousands                                                             1994
                                                                       
      Service cost - benefits attributed to service during the period     $1,490
      Interest cost on accumulated postretirement obligation               3,915
      Amortization of transition obligation                                2,772
      Net postretirement benefit cost                                      8,177
      Amounts deferred pending rate recognition                            5,436
      Actual cash payments                                                $2,741                 
      

      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 September 30,
      1994:
      
      Thousands                                                     1994
      Accumulated postretirement benefit obligation:
        Retirees and dependents                                  $28,328
        Other fully eligible participants                          7,323
        Other active participants                                 18,113
      Total accumulated postretirement benefit obligation         53,764
      Fair value of plan assets                                        -
      Accumulated postretirement benefit obligation in 
        excess of plan assets                                    (53,764)
      Unrecognized net gain                                       (4,340)
      Unrecognized transition obligation                          52,668
      Accrued postretirement benefit cost at September 30        $(5,436)
      
      The assumed health care cost trend rate for medical
      gross eligible charges used in measuring the
      accumulated postretirement benefit obligation as of
      September 30, 1994, was 10.2 percent for fiscal 1995.
      This rate is assumed to decrease gradually through
      fiscal 2003 to 5.5 percent and remain at that level
      thereafter. A 1 percent increase in the assumed
      health cost trend rates for each future year produces
      approximately a $6.4 million increase in the
      accumulated postretirement benefit obligation as of
      September 30, 1994, and approximately an $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 8 percent.
      
      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. Indiana Gas' order is
      not expected until later in calendar 1994, however,
      recent orders for other public utilities regulated by
      the IURC have authorized SFAS 106 to be adopted for
      ratemaking purposes.
      
      8.  Postemployment Benefits
      
      In November 1992, the Financial Accounting Standards
      Board issued Statement of Financial Accounting
      Standards No. 112, Employers' Accounting for
      Postemployment Benefits (SFAS 112). The statement
      will be adopted by Indiana Gas effective October 1,
      1994. SFAS 112 requires employers to adopt accrual
      accounting for workers' compensation, disability,
      severance pay and other benefits provided to former
      or inactive employees after employment but before
      retirement. Adoption of the statement will not
      materially affect Indiana Gas' financial position or
      results of operations.
      
      9.  Commitments
      
      Estimated capital expenditures for 1995 are $54.7
      million. Total lease expense was $2,595,000 in 1994,
      $2,846,000 in 1993 and $2,748,000 in 1992.
      
      Lease commitments are $2,497,000 in 1995, $1,797,000
      in 1996, $1,220,000 in 1997, $1,166,000 in 1998,
      $515,000 in 1999 and $1,005,000 in total for all
      later years. Included in these amounts is an
      operating lease between Indiana Gas and Energy Realty
      with payments of approximately $464,000 annually that
      extends through August 1998. There are no leases that
      extend beyond 2002. Indiana Gas has storage and
      supply contracts that range from one month to eight
      years.
      
      10. Contingencies
      
      A.  Environmental Costs
      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
      conducted remediation at two sites and is nearing
      completion of the remedial investigation/feasibility
      study (RI/FS) at one of the sites under an agreed
      order between Indiana Gas and 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 has
      completed preliminary assessments (PAs) on the
      majority of these sites and has completed site
      investigations (SIs) at 15 of these sites. Based upon
      the site work completed to date, Indiana Gas believes
      that some level of contamination may be present at a
      number of the remaining sites. Indiana Gas has not
      begun an RI/FS at any of the remaining sites but
      anticipates beginning more in the near future and
      completing the remaining SIs.
      
      Based upon the work performed to date, Indiana Gas
      has accrued remediation and related costs for the two
      sites where remediation has taken place. Indiana Gas
      has accrued the PA/SI and groundwater monitoring
      costs for the remaining 24 sites. Indiana Gas has
      further accrued estimated RI/FS costs and the costs
      of certain remedial actions at a number of the
      remaining sites where, based upon available
      information, these actions likely will be required.
      The total costs which may be incurred in connection
      with the remediation of all sites 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 which may 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 accrues for costs associated with
      environmental remediation obligations when such costs
      are probable and reasonably estimable. 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 RI/FS and the
      development of some sense of the timing for
      implementation 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 probable 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 past 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 $12 million (including
      assessment, remediation and related costs) as of
      September 30, 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.
      
      B.  Order No. 636 Transition Costs
      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.
      
      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
      currently expected to exceed $10 million.
      
      In a recent order involving another gas utility in
      Indiana, the IURC determined that FERC Order No. 636
      transition costs are recoverable as gas costs through
      the quarterly GCA process. Given this determination,
      Indiana Gas expects that transition costs it is
      assessed by its pipeline suppliers will be recovered
      through the quarterly GCA process.
      
      11. Income Taxes
      
      Indiana Energy, Inc. and subsidiary companies file a
      consolidated federal income tax return.  Indiana Gas'
      current and deferred tax expense is computed on a
      separate company basis. The components of
      consolidated income tax expense for Indiana Gas,
      including amounts in "Other Income - Net" on the
      Consolidated Statements of Income, were as follows:
      
      Thousands                                 1994     1993     1992
      Current:
       Federal                               $13,333  $12,088 $  9,885
       State                                   2,299    2,018    1,773
                                              15,632   14,106   11,658
      Deferred:
       Federal                                 2,987    2,667    1,870
       State                                     286      264      203
                                               3,273    2,931    2,073
      Amortization of Investment Tax Credits    (930)  (1,007)    (929)
      Consolidated Income Tax Expense        $17,975  $16,030  $12,802
      
      Effective income tax rates were 34.22 percent, 35.97
      percent and 33.21 percent of pretax income for 1994,
      1993 and 1992, respectively. This compares with a
      combined federal and state income tax statutory rate
      of 37.93 percent for 1994, 37.69 percent for 1993 and
      36.97 percent for 1992. Individual components of
      these rate differences are not significant except
      investment tax credit which amounted to (1.8%),
      (2.3%) and (2.4%)  in 1994, 1993, and 1992,
      respectively.
      
      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. Deferred income taxes are provided for
      taxes not currently payable due to, among other
      things, the use of various accelerated depreciation
      methods, shorter depreciable lives and the deduction
      of certain construction costs for tax purposes. Taxes
      deferred in prior years are being charged and income
      credited as these tax effects reverse. The provisions
      for the deferred tax effects relating to the excess
      of tax-over-book depreciation amounted to $2,852,000
      in 1994, $2,073,000 in 1993 and $1,504,000 in 1992.
      
      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, 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
      September 30, 1994, related to deferred taxes.
      
      Significant components of Indiana Gas' net deferred
      tax liability as of September 30, 1994, are as
      follows:
      
           Thousands                                   1994
           Deferred tax liabilities:
             Accelerated depreciation               $41,652
             Property basis differences              18,140
             Acquisition adjustment                   6,853
             Other                                    2,654
           Deferred tax assets:
             Deferred investment tax credit          (4,943)
             Regulatory income tax liability         (1,815)
           Less deferred income taxes related
             to current assets and liabilities       (2,654)
           Balance at September 30                   $59,887
      
      Investment tax credits have been deferred and are
      being credited to income over the life of the
      property giving rise to the credit. The Tax Reform
      Act of 1986 eliminated investment tax credits for
      property acquired after January 1, 1986.
      
      12.   Summarized Financial Data (Unaudited)
      
      Summarized quarterly financial data (in thousands of
      dollars) for 1994 and 1993 are as follows:

      1994:  Three Months Ended                     Dec. 31   Mar. 31   June 30   Sep. 30
                                                                      
      Operating revenues                           $151,892  $195,672  $ 77,827   $49,906
      Operating income (loss)                        18,894    24,630     5,551    (1,232)
      Earnings (loss) available for common stock   $ 15,156  $ 21,740  $  2,414   $(4,714)
      
      1993:  Three Months Ended                     Dec. 31   Mar. 31   June 30   Sep. 30
      Operating revenues                           $155,537  $178,256  $101,249   $64,236
      Operating income (loss)                        18,421    21,618     4,541      (307)
      Earnings (loss) available for common stock   $ 14,017  $ 17,608  $    761   $(4,137)

      Note: Because of the seasonal factors that significantly
      affect the companies' operations, the results of
      operations for interim periods within fiscal years are not
      comparable.


Item 9.   Changes in and Disagreements with Accountants

          None.




Part III

Item 10.  Directors and Executive Officers of the
          Registrant

       Except for the list of the executive officers, which
       can be found in Part I, Item 4(a) of this report,
       the information required to be shown in this part
       for Item 10, Directors and Executive Officers of the
       Registrant is incorporated by reference here from
       the definitive proxy statement of the registrant's
       parent company, Indiana Energy, Inc.  That statement
       was prepared according to Regulations 14A and S-K
       and filed electronically with the Securities and
       Exchange Commission on December 2, 1994.  The
       information is included in the report attached as
       Exhibit 99.

Item 11.  Executive Compensation

       The information required to be shown in this part
       for Item 11, Executive Compensation, is incorporated
       by reference here from the definitive proxy
       statement of the registrant's parent company,
       Indiana Energy, Inc.  That statement was prepared
       according to Regulations 14A and S-K and filed
       electronically with the Securities and Exchange
       Commission on December 2, 1994.  The information is
       included in the report attached as Exhibit 99.

       Contained in the Indiana Energy proxy statement,
       Summary Compensation Table, Column C and Column D,
       Salary Amounts and Bonus Amounts, are some
       compensation dollars which are allocated to
       subsidiaries of Indiana Energy other than Indiana
       Gas.  The named executives received the following
       compensation, including Bonus,  for the years ended
       September 30, 1994, 1993 and 1992, as it relates to
       only Indiana Gas.

                                   1994      1993      1992
          Lawrence A. Ferger   $444,898  $411,455  $397,719
          Paul T. Baker         285,360   247,197   231,926
          Niel C. Ellerbrook    208,999   194,791   190,871
          Anthony E. Ard        159,489   145,238   134,480
          Carl L. Chapman       142,736   126,979   116,251

Item 12.  Securities Ownership of Certain Beneficial
          Owners and Management

       The information required to be shown in this part
       for Item 12, Securities Ownership of Certain
       Beneficial Owners and Management, is incorporated by
       reference here from the definitive proxy statement
       of the registrant's parent company, Indiana Energy,
       Inc.  That statement was prepared according to
       Regulations 14A and S-K and filed electronically
       with the Securities and Exchange Commission on
       December 2, 1994.  The information is included in
       the report attached as Exhibit 99.

Item 13.  Certain Relationships and Related Transactions

       The information required to be shown in this part
       for Item 13, Certain Relationships and Related
       Transactions is incorporated by reference here from
       the definitive proxy statement of the registrant's
       parent company, Indiana Energy, Inc. That statement
       was prepared according to Regulations 14A and S-K
       and filed electronically with the Securities and
       Exchange Commission on December 2, 1994.  The
       information is included in the report attached as
       Exhibit 99.



Part IV
Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

       The following documents are filed as part of this
       report:

       (a)-1     Financial Statements                     Location in 10-K

       Report of Independent Public Accountants            Item 8

       Consolidated Statements of Income - 1994,
       1993 and  1992                                      Item 8

       Consolidated Statements of Cash Flows - 1994,
       1993 and 1992                                       Item 8

       Consolidated Balance Sheets at September 30,
       1994 and 1993                                       Item 8

       Consolidated Statements of Common Shareholder's
       Equity - 1994, 1993 and 1992                        Item 8

       Consolidated Schedules of Long-Term Debt
       as of September 30, 1994 and 1993                   Item 8

       Notes to Financial Statements                       Item 8


       (a)-2     Financial Statement Schedules

       Report of Independent Public Accountants on
       Schedules

       Schedule V.   Property, Plant and Equipment -
                     1994, 1993 and 1992

       Schedule VI.  Accumulated Depreciation, Depletion
                     and Amortization of Property, Plant
                     and Equipment - 1994, 1993, 1992

       Schedule VIII.Valuation and Qualifying Accounts -
                     1994, 1993 and 1992

       Schedule X.   Supplementary Income Statement
                     Information - 1994, 1993 and 1992

       Other schedules are omitted as not applicable or the
       required information is shown in the consolidated financial
       statements or notes to consolidated financial statements.

       (a)-3   Exhibits  
               
               See Exhibit Index

       (b)     Reports on Form 8-K

               None filed during the fourth quarter of fiscal 1994.

                             EXHIBIT INDEX

  Exhibit No.         Description               Reference
                                         
2-A             Acquisition Agreement    Exhibit 10-N of
                dated October 26,        Indiana Gas Company,
                1990, between Indiana    Inc.'s 1990 Annual
                Gas and Indiana          Report on Form 10-K.
                Energy, Inc.
                                         
3-A             Amended and Restated     Exhibit 3-A to
                Articles of              Indiana Gas Company,
                Incorporation.           Inc.'s 1993 Annual
                                         Report on Form 10-K.
                                         
3-B             Code of By-Laws, as      Filed herewith.
                amended.
                                         
4-A             Indenture dated as of    Indiana Gas Company,
                September 1, 1950,       Inc.'s Registration
                between Indiana Gas      No. 2-77620 (pages 6-
                and Merchants            8 of the Prospectus
                National Bank & Trust    on Form S-16
                Company of               contained therein),
                Indianapolis (now        to Registration No. 2-
                National City Bank,      40825 (Exhibit Nos. 2-
                Indiana), as trustee     A through 2-H), to
                ("Trustee"), and         Registration No. 2-
                twelve supplemental      52734 (Exhibit No. 2-
                indentures thereto.      C), to Registration
                                         No. 2-68469 (Exhibit
                                         No. 2-J), to
                                         Registration No. 2-
                                         77620 (Exhibit No. 4-
                                         0), to Registration
                                         No. 33-1262 (Exhibit
                                         No. 4K), to the 1985
                                         Annual Report on Form
                                         10-K (Exhibit 4) and
                                         to the 1986 Annual
                                         Report on Form 10-K
                                         (Exhibit No. 4-D).
                                         
4-B             Indenture dated          Exhibit 4(a) to
                February 1, 1991,        Indiana Gas Company,
                between Indiana Gas      Inc.'s Current Report
                and Continental Bank,    on Form 8-K dated
                National Association.    February 1, 1991, and
                                         filed February 15,
                                         1991; First
                                         Supplemental
                                         Indenture thereto
                                         dated as of February
                                         15, 1991,
                                         (incorporated by
                                         reference to Exhibit
                                         4(b) to Indiana Gas
                                         Company, Inc.'s
                                         Current Report on
                                         Form 8-K dated
                                         February 1, 1991, and
                                         filed February 15,
                                         1991); Second
                                         Supplemental
                                         Indenture thereto
                                         dated as of September
                                         15, 1991,
                                         (incorporated by
                                         reference to Exhibit
                                         4(b) to Indiana Gas
                                         Company, Inc.'s
                                         Current Report on
                                         Form 8-K dated
                                         September 15, 1991,
                                         and filed September
                                         25, 1991); Third
                                         Supplemental
                                         Indenture thereto
                                         dated as of September
                                         15, 1991
                                         (incorporated by
                                         reference to Exhibit
                                         4(c) to Indiana Gas
                                         Company, Inc.'s
                                         Current Report on
                                         Form 8-K dated
                                         September 15, 1991
                                         and filed September
                                         25, 1991); and Fourth
                                         Supplemental
                                         Indenture thereto
                                         dated as of December
                                         2, 1992,
                                         (incorporated by
                                         reference to Exhibit
                                         4(b) to Indiana Gas
                                         Company, Inc.'s
                                         Current Report on
                                         Form 8-K dated
                                         December 1, 1992, and
                                         filed December 8,
                                         1992).
                                         
10-A            Employment Agreement     Exhibit 10-A to
                among Indiana Energy,    Indiana Energy's 1990
                Inc., Indiana Gas        Annual Report on Form
                Company, Inc., and       10-K.
                Lawrence A. Ferger
                effective January 1,
                1990.
                                         
10-B            Employment Agreement     Exhibit 10-C to
                among Indiana Energy,    Indiana Energy's 1990
                Inc., Indiana Gas        Annual Report on Form
                Company, Inc., and       10-K.
                Niel C. Ellerbrook,
                effective
                January 1, 1990.
                                         
10-C            Employment Agreement     Exhibit 10-D to
                between Indiana Gas      Indiana Energy's 1990
                Company, Inc., and       Annual Report on Form
                Paul T. Baker            10-K.
                effective January 1,
                1990.
                                         
10-D            Employment Agreement     Exhibit 10-E to
                between Indiana Gas      Indiana Energy's 1990
                Company, Inc., and       Annual Report on Form
                Anthony E. Ard           10-K.
                effective January 1,
                1990.
                                         
10-E            Employment Agreement     Exhibit 10-F to
                among Indiana Energy,    Indiana Energy's 1990
                Inc., Indiana Gas        Annual Report on Form
                Company, Inc., and       10-K.
                Carl L. Chapman
                effective
                January 1, 1990.
                                         
10-F            Termination Benefits     Exhibit 10-F to
                Agreement, dated July    Indiana Energy,
                29, 1994, among          Inc.'s 1994 Annual
                Indiana Energy, Inc.,    Report on Form 10-K.
                Indiana Gas Company,
                Inc. and Lawrence A.
                Ferger.
                                         
10-G            Termination Benefits     Exhibit 10-G to
                Agreement, dated July    Indiana Energy,
                29, 1994, among          Inc.'s 1994 Annual
                Indiana Energy, Inc.,    Report on Form 10-K.
                Indiana Gas Company,
                Inc. and
                Paul T. Baker.
                                         
10-H            Termination Benefits     Exhibit 10-H to
                Agreement, dated July    Indiana Energy,
                29, 1994, among          Inc.'s 1994 Annual
                Indiana Energy, Inc.,    Report on Form 10-K.
                Indiana Gas Company,
                Inc. and Niel C.
                Ellerbrook.
                                         
10-I            Termination Benefits     Exhibit 10-I to
                Agreement, dated July    Indiana Energy,
                29, 1994, among          Inc.'s 1994 Annual
                Indiana Energy, Inc.,    Report on Form 10-K.
                Indiana Gas Company,
                Inc. and
                Anthony E. Ard.
                                         
10-J            Termination Benefits     Exhibit 10-J to
                Agreement, dated July    Indiana Energy,
                29, 1994, among          Inc.'s 1994 Annual
                Indiana Energy, Inc.,    Report on Form 10-K.
                Indiana Gas Company,
                Inc. and
                Carl L. Chapman.
                                         
10-K            Executive                Exhibit 10-K to
                Compensation Deferral    Indiana Energy,
                Plan effective           Inc.'s 1994 Annual
                December 1, 1994.        Report on Form 10-K.
                                         
10-L            Directors                Exhibit 10-L to
                Compensation Deferral    Indiana Energy,
                Plan effective           Inc.'s 1994 Annual
                February 1, 1981.        Report on Form 10-K.
                                         
10-M            Directors                Exhibit 10-M to
                Compensation Deferral    Indiana Energy,
                Plan effective           Inc.'s 1994 Annual
                January 1, 1995.         Report on Form 10-K.
                                         
10-N            Executive Restricted     Exhibit A to Indiana
                Stock Plan effective     Energy's Proxy
                October 1, 1987, as      Statement filed on
                amended.                 December 4, 1987;
                                         First Amendment to
                                         Indiana Energy, Inc.
                                         Executive Restricted
                                         Stock Plan
                                         (incorporated by
                                         reference to Exhibit
                                         10-A to Indiana
                                         Energy's 1991 Annual
                                         Report on Form 10-K).
                                         
10-O            Indiana Energy, Inc.     Exhibit 10-D to
                Annual Management        Indiana Energy's 1987
                Incentive Plan           Annual Report on Form
                effective October 1,     10-K.
                1987.
                                         
10-P            Indiana Energy, Inc.     Indiana Energy's
                Directors' Restricted    Definitive Proxy
                Stock Plan, as           Statement filed on
                amended and restated     December 6, 1991.
                on October 25, 1991.
                                         
10-Q            Exhibit 10-Q schedules all material
                gas contracts which are in effect
                between Indiana Gas Company, Inc.
                and the suppliers listed.  The gas
                contracts within each type are
                substantially identical in all
                material respects and at least one
                of each type of contract has been or
                is filed as indicated.  The schedule
                details all material aspects in
                which a contract may differ from the
                contract filed.
                

Exh                                                               Days of               Effective    Expir.
No.      Type of Contract      Supplier            Contract No.   Wthdrwl.  MDth/Day    Date         Date     Reference
                                                                                      
                                                                                                              6/30/93 Form 10-
                                                                                                              Q, File 1-6494:
10-Q.1   Firm Transportation   Panhandle Eastern   P PLT 011715              38,572     5/1/93      3/31/98   Exh. 10-B
10-Q.2   Firm Transportation   Panhandle Eastern   P PLT 011716              51,431     5/1/93      3/31/99   Exh. 10-A
10-Q.3   Firm Transportation   Panhandle Eastern   P PLT 011718              51,431     5/1/93      2/28/97   Exh. 10-C
10-Q.4   Firm Transportation   Panhandle Eastern   P PLT 011721              77,144     5/1/93      3/31/97   Exh. 10-D

10-Q.5   Market Area -         Panhandle Eastern   P PLT 011719              50,000     5/1/93      3/31/97   1993 Form 10-K
         Firm Transportation                                                                                  Exhibit 10-I.5,
                                                                                                              File 1-6494.
10-Q.6   Market Area -         Panhandle Eastern   P PLT 011720              50,000     5/1/93      3/31/97   See Exhibit 10-Q.5.
         Firm Transportation                         
10-Q.7   Market Area -         Texas Gas           T3780                     50,000     11/1/93    10/31/98   1993 Form 10-K
         Firm Transportation                                                                                  Exhibit 10-I.7,
                                                                                                              File 1-6494.

10-Q.8   No Notice Service     Texas Gas           N0420                     41,687     11/1/93    10/31/98   1993 Form 10-K,
                                                                                                              Exhibit 10-I.8,
                                                                                                              File 1-6494.
10-Q.9   No Notice Service     Texas Gas           N0325                     56,793     11/1/93    10/31/97   See Exhibit 10-Q.8
10-Q.10  No Notice Service     Texas Gas           N0325                     56,794     11/1/93    10/31/98   See Exhibit 10-Q.8
10-Q.11  No Notice Service     Texas Gas           N0325                     56,794     11/1/93    10/31/99   See Exhibit 10-Q.8

                                                                                                              6/30/93 Form 10-
                                                                                                              Q, File 1-6494:
10-Q.12  Firm Storage          Panhandle Eastern   P PLS 011713     100      50,312      5/1/93     3/31/96   Exh. 10-G
10-Q.13  Firm Storage          Panhandle Eastern   P PLS 012044     100      25,000      5/1/93     3/31/96   Exh. 10-E

10-Q.14  Firm Storage          ANR                 T,E & S 00087    100      29,000      3/1/73     2/28/96   1991 Form 10-K,
                                                                                                              Exh. 10-N, File
                                                                                                              1-6494.
10-Q.15  Firm Storage          ANR                 T,E & S 05787    100     100,806      4/1/92     3/31/97   1992 Form 10-K,
                                                                                                              Exh. 10-R, File
                                                                                                              1-6494.
                                                                                                                                
                                                                                                              6/30/93 Form
                                                                                                              10-Q, File
                                                                                                              1-6494:
10-Q.16  Firm Storage-Related  Panhandle Eastern   P PLT 011714              49,515      5/1/93     3/31/96   Exh. 10-H
         Transportation                                                     
10-Q.17  Firm Storage-Related  Panhandle Eastern   P PLT 012045              24,604      5/1/93     3/31/96   Exh. 10-F
         Transportation
10-Q.18  Firm Storage-Related  ANR                 T,E & S 05788            100,000      4/1/92     3/31/97   1992 Form 10-K,
         Transportation                                                                                       Exh. 10-S, File
                                                                                                              1-6494.

10-Q.19  Firm Natural Gas      Anadarko            NGFSA 507                 50,000     10/1/94     9/30/95   Filed herewith.
         Supply


23               Consent of Independent Public
                  Accountants                               Filed herewith.

27               Financial Data Schedule                    Filed herewith.

99               Indiana Energy, Inc.'s (parent
                 company) Definitive Proxy
                 Statement for Annual Meeting
                 of Shareholders to be held on
                 January 9, 1995.                           Filed herewith.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES

To Indiana Gas Company, Inc.:

   We have audited in accordance with generally accepted
auditing standards, the consolidated financial statements
included in Item 8, in this Form 10-K, and have issued our
report thereon dated October 28, 1994.  Our audit was made
for the purpose of forming an opinion on those statements
taken as a whole.  The schedules listed in Item 14(a)-2 are
the responsibility of the company's management and are
presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic
financial statements.  These schedules have been subjected
to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set
forth therein in relation to the basic financial statements
taken as a whole.



/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Indianapolis, Indiana
October 28, 1994


                                              
                                             INDIANA GAS COMPANY, INC.
                                             AND SUBSIDIARY COMPANIES

                                    SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                                           YEAR ENDED SEPTEMBER 30, 1994
                                                  (Thousands)

           Col. A                            Col. B            Col. C          Col. D          Col. E         Col. F
                                             Balance at                                        Other          Balance at
                                             September 30,     Additions                       Changes        September 30,
        Classification                       1993              At Cost         Retirements     (Note 1)       1994
                                                                                               

ORIGINAL COST:
    Gas Plant in Service -
      Production                             $       8,144     $        84     $         0     $        0     $       8,228
      Storage - Underground                         29,161           9,244             585              0            37,820
      Distribution                                 560,445          36,138           4,037              0           592,546
      General                                       73,644           5,283           1,987              4            76,944
        Total Gas Plant in Service                 671,394          50,749           6,609              4           715,538
    Gas in Underground Storage -
      Noncurrent                                    11,520             737               0              0            12,257
    Completed Construction Not Classified           22,042          26,463               0              0            48,505
    Construction Work In Progress                   29,250         (22,074)              0              0             7,176
    Retirements (Estimated)                         (2,013)              0            (271)             0            (1,742)
    Property Held Under Capital Lease                4,026               0               0              0             4,026
    Property Leased to Others                          772               8               0              0               780
    Property Held for Future Use                       444               0               0              0               444
    Intangibles                                      8,570           1,702               0             (4)           10,268
        Total Original Cost                  $     746,005     $    57,585     $     6,338     $        0     $     797,252

ACQUISITION ADJUSTMENTS                      $      27,169     $     1,053     $       635     $        0     $      27,587

NONUTILITY PROPERTY                          $         518     $         0     $        93     $        0     $         425

Note:
(1)  Represents the reclassification of certain property within "Original Cost" categories.


                                             INDIANA GAS COMPANY, INC.
                                             AND SUBSIDIARY COMPANIES

                                    SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                                           YEAR ENDED SEPTEMBER 30, 1993
                                                   (Thousands)

           Col. A                            Col. B            Col. C          Col. D          Col. E         Col. F
                                             Balance at                                        Other          Balance at
                                             September 30,     Additions                       Changes        September 30,
        Classification                       1992              At Cost         Retirements     (Note 1)       1993
                                                                                               

ORIGINAL COST:
    Gas Plant in Service -
      Production                             $       7,843     $     2,238     $        63     $   (1,874)    $       8,144
      Storage - Underground                         28,477             711              27              0            29,161
      Distribution                                 522,051          44,213           5,744            (75)          560,445
      General                                       70,777           6,771           3,979             75            73,644
        Total Gas Plant in Service                 629,148          53,933           9,813         (1,874)          671,394
    Gas in Underground Storage -
      Noncurrent                                    11,520               0               0              0            11,520
    Completed Construction Not Classified           30,759          (8,717)              0              0            22,042
    Construction Work In Progress                   17,640          11,610               0              0            29,250
    Retirements (Estimated)                         (2,986)              0            (973)             0            (2,013)
    Property Held Under Capital Lease                4,026               0               0              0             4,026
    Property Leased to Others                          598             174               0              0               772
    Property Held for Future Use                       444               0               0              0               444
    Intangibles                                      6,577             119               0          1,874             8,570
        Total Original Cost                  $     697,726     $    57,119     $     8,840     $        0     $     746,005

ACQUISITION ADJUSTMENTS                      $      27,586     $      (417)    $         0     $        0     $      27,169

NONUTILITY PROPERTY                          $         518     $         0     $         0     $        0     $         518

Note:
(1)  Represents the reclassification of certain property within "Original Cost" categories.



                                             INDIANA GAS COMPANY, INC.
                                             AND SUBSIDIARY COMPANIES

                                    SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
                                           YEAR ENDED SEPTEMBER 30, 1992
                                                   (Thousands)

           Col. A                            Col. B            Col. C          Col. D          Col. E         Col. F
                                             Balance at                                        Other          Balance at
                                             September 30,     Additions                       Changes        September 30,
        Classification                       1991              At Cost         Retirements     (Note 1)       1992
                                                                                               

ORIGINAL COST:
    Gas Plant in Service -
      Production                             $       5,968     $     1,879     $         4     $        0     $       7,843
      Storage - Underground                         27,185           1,301              17              8            28,477
      Distribution                                 485,958          39,692           3,592             (7)          522,051
      General                                       64,322          11,076           4,620             (1)           70,777
        Total Gas Plant in Service                 583,433          53,948           8,233              0           629,148
    Gas in Underground Storage -
      Noncurrent                                     7,296           4,224               0              0            11,520
    Completed Construction Not Classified           26,830           3,929               0              0            30,759
    Construction Work In Progress                   22,998          (5,358)              0              0            17,640
    Retirements (Estimated)                         (5,031)              0          (2,045)             0            (2,986)
    Property Held Under Capital Lease                3,324             702               0              0             4,026
    Property Leased to Others                            0             598               0              0               598
    Property Held for Future Use                       444               0               0              0               444
    Intangibles                                         36           6,541               0              0             6,577
        Total Original Cost                  $     639,330     $    64,584     $     6,188     $        0     $     697,726

ACQUISITION ADJUSTMENTS                      $      27,922     $      (336)    $         0     $        0     $      27,586

NONUTILITY PROPERTY                          $         518     $         0     $         0     $        0     $         518

Note:
(1)  Represents the reclassification of certain property within the "Gas Plant in Service" categories.

                                              

                                                          INDIANA GAS COMPANY, INC.
                                                          AND SUBSIDIARY COMPANIES

                      SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
                                                       YEAR ENDED SEPTEMBER 30, 1994
                                                                (Thousands)

        Col. A                         Col. B            Col. C                      Col. D                 Col. E    Col. F
                                                         Additions                   Deductions
                                                         (1)           (2)           (1)           (2)
                                                                       Charged       Property      Salvage
                                       Balance at        Charged to    to Other      Retired at    Less               Balance at
                                       September 30,     Costs and     Accounts      Original      Removal  Other     September 30,
      Description                      1993              Expenses      (Note A)      Cost          Cost     Charges   1994
                                                                                                 
Gas Plant in Service -
  Production                           $       4,183  $     363     $       0     $       0     $       0   $      0  $   4,546
  Storage - Underground                       16,068      1,253             0             6             2          0     17,313
  Distribution                               221,221     22,729             0         4,037         1,053          0    238,860
  General                                     20,061      3,020         1,151         2,565          (852)         0     22,519
      Total Gas Plant in Service             261,533     27,365         1,151         6,608           203          0    283,238

Retirement Work in Progress                     (855)         0             0             0           (77)         0       (778)
Retirements (Estimated)                       (2,013)         0             0          (270)            0          0     (1,743)
Property Held Under Capital Lease              1,576        564             0             0             0          0      2,140
Property Leased to Others                        138        116             0             0             0          0        254
Property Held for Future Use                      83          0             0             0             0          0         83
Intangibles                                    1,044        753             0             0             0          0      1,797
      Total Accumulated Depreciation   $     261,506  $  28,798     $   1,151     $   6,338     $     126   $      0  $ 284,991
                                                      
Acquisition Adjustments                $       6,123  $     709     $       0     $       0     $       0   $      0  $   6,832

Nonutility Property                    $         284  $       9     $       0     $      93     $     168   $      0  $      32


Notes:
(A)  Represents provision charged to transportation clearing account.



                                                          INDIANA GAS COMPANY, INC.
                                                          AND SUBSIDIARY COMPANIES

                      SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
                                                       YEAR ENDED SEPTEMBER 30, 1993
                                                                (Thousands)

        Col. A                         Col. B         Col. C                      Col. D                    Col. E    Col. F
                                                      Additions                   Deductions
                                                      (1)           (2)           (1)           (2)
                                                                    Charged       Property      Salvage
                                       Balance at     Charged to    to Other      Retired at    Less        Other     Balance at
                                       September 30,  Costs and     Accounts      Original      Removal     Charges   September 30,
      Description                      1992           Expenses      (Note A)      Cost          Cost        (Note B)  1993
                                                                                                 
Gas Plant in Service -
  Production                           $       3,966  $     290     $       0     $      64     $       9   $      0  $   4,183
  Storage - Underground                       15,114        989             0            27             8          0     16,068
  Distribution                               207,251     21,093             1         5,743         1,381          0    221,221
  General                                     19,186      2,969         1,058         3,979        (1,447)      (620)    20,061
      Total Gas Plant in Service             245,517     25,341         1,059         9,813           (49)      (620)   261,533

Retirement Work in Progress                     (372)         0             0             0           483          0       (855)
Retirements (Estimated)                       (2,986)         0             0          (973)            0          0     (2,013)
Property Held Under Capital Lease              1,012        564             0             0             0          0      1,576
Property Leased to Others                         52         86             0             0             0          0        138
Property Held for Future Use                      83          0             0             0             0          0         83
Intangibles                                        0        424             0             0             0        620      1,044
      Total Accumulated Depreciation   $     243,306  $  26,415     $   1,059     $   8,840     $     434   $      0  $ 261,506

Acquisition Adjustments                $       5,371  $     752     $       0     $       0     $       0   $      0  $   6,123
                                                                                                                      
Nonutility Property                    $         273  $      11     $       0     $       0     $       0   $      0  $     284


Notes:
(A)  Represents provision charged to transportation clearing account.
(B)  Represents the reclassification of certain property within "Accumulated Depreciation" categories.



                                                          INDIANA GAS COMPANY, INC.
                                                          AND SUBSIDIARY COMPANIES

                      SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
                                                       YEAR ENDED SEPTEMBER 30, 1992
                                                                (Thousands)

        Col. A                         Col. B         Col. C                      Col. D                    Col. E    Col. F
                                                      Additions                   Deductions
                                                      (1)           (2)           (1)           (2)
                                                                    Charged       Property      Salvage
                                       Balance at     Charged to    to Other      Retired at    Less                  Balance at
                                       September 30,  Costs and     Accounts      Original      Removal     Other     September 30,
      Description                      1991           Expenses      (Note A)      Cost          Cost        Charges   1992
                                                                                                         
Gas Plant in Service -
  Production                           $       3,727  $     243     $       0     $       4     $       0   $      0  $    3,966
  Storage - Underground                       14,157        976             0            17             2          0      15,114
  Distribution                               189,296     19,761             2         3,592        (1,784)         0     207,251
  General                                     18,909      3,103           980         4,620          (814)         0      19,186
      Total Gas Plant in Service             226,089     24,083           982         8,233        (2,596)         0     245,517

Retirement Work in Progress                     (172)         0             0             0           200          0        (372)
Retirements (Estimated)                       (5,031)         0             0        (2,045)            0          0      (2,986)
Property Held Under Capital Lease                499        513             0             0             0          0       1,012
Property Leased to Others                          0         52             0             0             0          0          52
Property Held for Future Use                      83          0             0             0             0          0          83
      Total Accumulated Depreciation   $     221,468  $  24,648     $     982     $   6,188     $  (2,396)  $      0  $  243,306

Acquisition Adjustments                $       4,614  $     757     $       0     $       0     $       0   $      0  $    5,371

Nonutility Property                    $         259  $      14     $       0     $       0     $       0   $      0  $      273


Note:
(A)  Represents provision charged to transportation clearing account.




                                              INDIANA GAS COMPANY, INC.
                                              AND SUBSIDIARY COMPANIES

                                 SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                                           YEAR ENDED SEPTEMBER 30, 1994
                                                    (Thousands)

             Col. A                           Col. B         Col. C                    Col. D         Col. E      Col. F
                                                             Additions                 Deductions
                                                                 (1)          (2)
                                                                                       For Purposes
                                              Balance at     Charged to                For Which      Other       Balance at
                                              September 30,  Costs and                 Reserves       Changes     September 30,
           Description                        1993           Expenses      Other       Were Created   (Note A)    1994
                                                                                                
RESERVE DEDUCTED FROM APPLICABLE ASSETS:
    Reserve for uncollectible accounts        $    2,055     $   3,850     $     0     $    4,667     $     0     $    1,238


RESERVE SEPARATELY CLASSIFIED:
    Deferred income taxes                     $   56,911     $   3,273     $     0     $        0     $  (297)    $   59,887



Note:
(A)   Represents the implementation of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes effective
        October 1, 1993.




                                              INDIANA GAS COMPANY, INC.
                                              AND SUBSIDIARY COMPANIES

                                 SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                                           YEAR ENDED SEPTEMBER 30, 1993
                                                    (Thousands)

             Col. A                           Col. B         Col. C                    Col. D         Col. E      Col. F
                                                             Additions                 Deductions
                                                                 (1)          (2)
                                                                                       For Purposes
                                              Balance at     Charged to                For Which                  Balance at
                                              September 30,  Costs and                 Reserves       Other       September 30,
           Description                        1992           Expenses      Other       Were Created    Changes    1993
                                                                                                     
RESERVE DEDUCTED FROM APPLICABLE ASSETS:
    Reserve for uncollectible accounts        $    2,299     $   2,950     $     0     $    3,194     $     0     $    2,055


RESERVE SEPARATELY CLASSIFIED:
    Deferred income taxes                     $   53,980     $   2,931     $     0     $        0     $     0     $   56,911




                                              INDIANA GAS COMPANY, INC.
                                              AND SUBSIDIARY COMPANIES

                                 SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
                                           YEAR ENDED SEPTEMBER 30, 1992
                                                    (Thousands)

             Col. A                           Col. B         Col. C                    Col. D         Col. E      Col. F
                                                             Additions                 Deductions
                                                                 (1)          (2)
                                                                                       For Purposes
                                              Balance at     Charged to                For Which                  Balance at
                                              September 30,  Costs and                 Reserves       Other       September 30,
           Description                        1991           Expenses      Other       Were Created    Changes    1992
                                                                                                     
RESERVE DEDUCTED FROM APPLICABLE ASSETS:
    Reserve for uncollectible accounts        $    2,226     $   2,699     $     0     $    2,626     $     0     $    2,299


RESERVE SEPARATELY CLASSIFIED:
    Deferred income taxes                     $   51,907     $   2,073     $     0     $        0     $     0     $   53,980




                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              SCHEDULE X


Supplemental Income Statement Information
Years Ended September 30, 1994, 1993 and 1992


   In addition to the amounts included in other operation
and maintenance and the depreciation amounts shown in the
consolidated statements of income in Item 8 of this
report Form 10-K, certain maintenance and depreciation is
charged to various clearing accounts.  The amounts so
charged were not significant.

   During the years presented, there were no royalties or
advertising costs of significant amount.

   Maintenance amounts included in the caption "Other
operation and maintenance" and gross income taxes shown
under the caption "Taxes other than income taxes" in the
consolidated statements of income are set forth below.
Other taxes charged to income, other than payroll and
income taxes, were not significant.

                                Years Ended September 30
  Thousands                        1994     1993     1992
  Maintenance                  $  9,501  $14,197  $10,205
  Indiana gross income taxes   $  6,267  $ 5,760  $ 4,947

                                                      EXHIBIT 21

     
                                                        State of Incorporation

 Subsidiaries of Indiana Gas Company, Inc. (Parent) -
   Richmond Gas Corporation                                     Indiana
   Terre Haute Gas Corporation                                  Indiana


                                                      EXHIBIT 23

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   As independent public accountants, we hereby consent
to the incorporation of our reports included in this Form
10-K into Indiana Gas Company, Inc.'s previously filed
Registration Statement File No. 33-54820.



/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Indianapolis, Indiana
December 22, 1994









SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) 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.



Dated December 22, 1994             /s/Lawrence A. Ferger
                                    Lawrence A. Ferger, President
                                    and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities
and on the dates indicated.

   Signature                Title                   Date



/s/Lawrence A. Ferger     President, Chief Executive         December 22, 1994
Lawrence A. Ferger        Officer and Director



/s/Niel C. Ellerbrook     Senior Vice President              December 22, 1994
Niel C. Ellerbrook        Chief Financial Officer
                          and Director



/s/Jerome A. Benkert      Controller                         December 22, 1994
Jerome A. Benkert



/s/Duane M. Amundson      Chairman of the Board of           December 22, 1994
Duane M. Amundson         Directors



/s/Paul T. Baker          Senior Vice President              December 22, 1994
Paul T. Baker             Chief Operating Officer and
                          Director




/s/Gerald L. Bepko        Director                           December 22, 1994
Gerald L. Bepko



/s/Howard J. Cofield      Director                           December 22, 1994
Howard J. Cofield



/s/Loren K. Evans         Director                           December 22, 1994
Loren K. Evans



/s/Otto N. Frenzel III    Director                           December 22, 1994
Otto N. Frenzel III



/s/Anton H. George        Director                           December 22, 1994
Anton H. George



/s/Don E. Marsh           Director                           December 22, 1994
Don E. Marsh



/s/Richard P. Rechter     Director                           December 22, 1994
Richard P. Rechter



/s/James C. Shook         Director                           December 22, 1994
James C. Shook