February 10, 1995



Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA  23212-2413

Gentlemen:

     We are transmitting herewith Indiana Gas Company,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994, pursuant to the requirements of Section
13 of the Securities Exchange Act of 1934.

                              Very truly yours,


                              /s/ Kathleen S. Morris
                              Kathleen S. Morris
KSM:rs

Enclosure


          SECURITIES AND EXCHANGE COMMISSION
               Washington, D. C.  20549

                       FORM 10-Q


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

For the quarterly period ended December 31, 1994

                          OR

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

Commission file number 1-6494

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

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


               1630 North Meridian Street,
               Indianapolis, Indiana  46202
(Address of principal executive offices)  (Zip Code)
               
                      317-926-3351
   (Registrant's telephone number, including area code)

  Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days.

Yes   X      No

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

Common Stock - Without par value     9,080,770      January 31, 1995
             Class               Number of shares         Date

                   TABLE OF CONTENTS

                                                            Page
                                                           Numbers

Part I - Financial Information

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

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

    Consolidated Statements of Cash Flows
        Three Months Ended December 31, 1994 and 1993,
      and Twelve Months Ended December 31, 1994 and 1993

    Notes to Consolidated Financial Statements 

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

Part II - Other Information

    Item 6 - Exhibits and Reports on Form 8-K

                           
                                     INDIANA GAS COMPANY, INC.
                                     AND SUBSIDIARY COMPANIES

                                   CONSOLIDATED BALANCE SHEETS

                                             ASSETS
                                     (Thousands - Unaudited)


                                                     December 31        September 30
                                                   1994       1993          1994
                                                               
UTILITY PLANT:
    Original cost                               $835,329   $786,380      $824,839
    Less - accumulated depreciation
       and amortization                          297,485    274,366       291,823
                                                 537,844    512,014       533,016

NONUTILITY PLANT - NET                               391        400           393

CURRENT ASSETS:
    Cash and cash equivalents                         20         20            20
    Accounts receivable, less reserves of
        $1,522, $2,467 and $1,238 respectively    31,469     45,836        14,251
    Accrued unbilled revenues                     26,573     42,768         6,607
    Materials and supplies - at average cost       3,878      3,753         3,663
    Liquefied petroleum gas - at average cost        947      1,154           940
    Gas in underground storage - at last-in,
        first-out cost                            60,401     53,064        64,753
    Recoverable gas costs                              -        616             -
    Prepayments and other                          1,402      1,585           244
                                                 124,690    148,796        90,478

DEFERRED CHARGES:
    Unamortized debt discount and expense          6,835      6,489         6,755
    Environmental costs (see Note 9)              12,228     10,408        11,925
    Other                                         14,362      4,562         7,415
                                                  33,425     21,459        26,095

                                                $696,350   $682,669      $649,982


                            
                             INDIANA GAS COMPANY, INC.
                             AND SUBSIDIARY COMPANIES

                           CONSOLIDATED BALANCE SHEETS

                      SHAREHOLDER'S EQUITY AND LIABILITIES
                             (Thousands - Unaudited)

                                                   December 31         September 30
                                                 1994       1993          1994
                                                             
CAPITALIZATION:
    Common stock and paid-in capital          $142,995   $142,995      $142,995
    Retained earnings                          122,079    115,460       117,300
        Total common shareholder's equity      265,074    258,455       260,295
    Long-term debt                             153,815    164,901       156,851
                                               418,889    423,356       417,146

CURRENT LIABILITIES:
    Maturities and sinking fund requirements
        of long-term debt                            -     10,000             -
    Notes payable                               43,550     50,250        30,550
    Accounts payable                            39,644     50,061        34,808
    Refundable gas costs                        37,042          -        31,595
    Customer deposits and advance payments      21,923     14,146        12,594
    Accrued taxes                               21,730     35,849        20,291
    Accrued interest                             4,498      5,123         2,815
    Other current liabilities                   21,300     15,175        14,055
                                               189,687    180,604       146,708

DEFERRED CREDITS:
    Deferred income taxes                       60,690     55,542        59,887
    Unamortized investment tax credit           12,801     13,731        13,033
    Customer advances for construction           1,284      1,021         1,162
    Regulatory income tax liability              4,787      4,789         4,787
    Other                                        8,212      3,626         7,259
                                                87,774     78,709        86,128
COMMITMENTS AND CONTINGENCIES
    (See Note 9)                                     -          -             -

                                              $696,350   $682,669      $649,982


                                                
                               INDIANA GAS COMPANY, INC.
                               AND SUBSIDIARY COMPANIES

                           CONSOLIDATED STATEMENTS OF INCOME
                                (Thousands - Unaudited)

                                               
                                               Three Months             Twelve Months
                                             Ended December 31         Ended December 31
                                             1994         1993         1994         1993
                                                                    
OPERATING REVENUES                       $ 113,062    $ 151,892    $ 436,467    $ 495,633
COST OF GAS                                 62,511       93,246      250,253      305,285
MARGIN                                      50,551       58,646      186,214      190,348

OPERATING EXPENSES:
    Other operation and maintenance         18,168       19,533       80,617       86,524
    Depreciation and amortization            7,649        6,912       29,914       27,138
    Income taxes                             6,511        8,998       16,980       16,865
    Taxes other than income taxes            3,630        4,309       15,161       15,075
                                            35,958       39,752      142,672      145,602

OPERATING INCOME                            14,593       18,894       43,542       44,746

OTHER INCOME - NET                             164          322        2,471        1,090

INCOME BEFORE INTEREST
    AND OTHER CHARGES                       14,757       19,216       46,013       45,836

INTEREST                                     3,994        4,240       15,791       16,880
OTHER                                          (16)        (180)           3         (432)
                                             3,978        4,060       15,794       16,448

NET INCOME                               $  10,779    $  15,156    $  30,219    $  29,388


                                                   
                                          INDIANA GAS COMPANY, INC.
                                          AND SUBSIDIARY COMPANIES

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Thousands - Unaudited)

                                                              Three Months          Twelve Months
                                                           Ended December 31      Ended December 31
                                                            1994       1993        1994       1993
                                                                              
CASH FLOWS FROM (REQUIRED FOR)
  OPERATING ACTIVITES:
   Net income                                           $ 10,779   $ 15,156    $ 30,219   $ 29,388

   Adjustments to reconcile net income to cash
      provided from operating activities -
       Depreciation and amortization                       7,696      6,963      30,104     27,382
       Deferred income taxes                                 802        643       3,432      3,076
       Investment tax credit                                (232)      (232)       (930)      (929)
                                                           8,266      7,374      32,606     29,529
       Changes in assets and liabilities -
         Receivables - net                               (37,184)   (63,625)     30,562    (11,947)
         Inventories                                       4,130      6,292      (7,255)    (6,251)
         Accounts payable, customer deposits,
            advance payments and other current
            liabilities                                   21,410     10,873       3,485     (2,448)
         Accrued taxes and interest                        3,122      6,051     (14,744)     9,254
         Recoverable/refundable gas costs                  5,447      6,837      37,658    (16,361)
         Prepayments                                      (1,158)    (1,289)        183        134
         Other - net                                      (5,912)     2,592      (5,785)      (536)

           Total adjustments                              (1,879)   (24,895)     76,710      1,374

             Net cash flow from (required for)
               operations                                  8,900     (9,739)    106,929     30,762

CASH FLOWS FROM (REQUIRED FOR)
   FINANCING ACTIVITIES:
    Issuance of common stock                                   -          -           -     40,000
    Reduction in long-term debt                           (3,036)   (10,000)    (21,086)   (10,000)
    Net change in short-term borrowings                   13,000     39,998      (6,700)    19,852
    Dividends                                             (6,000)    (5,800)    (23,600)   (21,800)

        Net cash flow from (required for)
          financing activities                             3,964     24,198     (51,386)    28,052

CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
    Capital expenditures                                 (12,864)   (14,459)    (55,543)   (58,814)
        Net cash flow required for investing activities  (12,864)   (14,459)    (55,543)   (58,814)

NET INCREASE IN CASH                                           -          -           -          -

CASH AND CASH EQUIVALENTS AT BEGINNING OF
    PERIOD                                                    20         20          20         20

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


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

1.  Financial Statements.
    Indiana Gas Company, Inc. and its subsidiaries, Terre
    Haute Gas Corporation (Terre Haute) and Richmond Gas
    Corporation (Richmond) which are doing business as
    Indiana Gas Company, Inc. (Indiana Gas), provide natural
    gas and transportation services to a diversified base of
    customers in 281 communities in 48 of Indiana's 92
    counties.

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

    Because of the seasonal nature of Indiana Gas' gas
    distribution operations, the results shown on a
    quarterly basis are not necessarily indicative of annual
    results.
    
2.  Cash Flow Information.
    For the purposes of the Consolidated Statements of Cash
    Flows, Indiana Gas considers cash investments with an
    original maturity of three months or less to be cash
    equivalents.  Cash paid during the periods reported for
    interest and income taxes were as follows:



                            Three Months Ended    Twelve Months Ended
                               December 31            December 31
    Thousands               1994         1993      1994         1993
                                                  
    Interest (net of
      amount capitalized)  $  2,029    $ 1,820    $15,401     $14,956
    Income taxes           $  2,963    $   580    $26,263     $10,330


3.  Revenues.
    To more closely match revenues and expenses, Indiana Gas
    records revenues for all gas delivered to customers but
    not billed at the end of the accounting period.
4.  Gas in Underground Storage.
    Based on the cost of purchased gas during December 1994,
    the cost of replacing the current portion of gas in
    underground storage exceeded last-in, first-out cost at
    December 31, 1994, by approximately $2,140,000.

5.  Refundable or Recoverable Gas Costs.
    The cost of gas purchased and refunds from suppliers,
    which differ from amounts recovered through rates are
    deferred and are being recovered or refunded in
    accordance with procedures approved by the Indiana
    Utility Regulatory Commission (IURC).

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



                              Three Months Ended   Twelve Months Ended
                                  December 31          December 31
    Thousands                  1994        1993     1994        1993
                                                   
    AFUDC-Borrowed Funds      $   63      $  231   $  187      $  676
    AFUDC-Equity Funds            51         189      152         553
    Total AFUDC Capitalized   $  114      $  420   $  339      $1,229


7.  Long-Term Debt.
    On October 28, 1994, $3 million of the outstanding 9
    3/8% Series M, First Mortgage Bonds were retired.

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

9.  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. Indiana Gas has deferred
    all environmental costs previously paid or accrued.
    These costs are approximately $12.2 million
    (including assessment, remediation and related
    costs) as of December 31, 1994.
    
    The impact of complying with federal, state and
    local environmental regulations related to former
    manufactured gas plant sites on Indiana Gas'
    financial position and results of operations is
    contingent upon several uncertainties. These
    include the cost of compliance, the impact of joint
    and several liability upon the magnitude of the
    contingency, the ratemaking treatment authorized
    for these items by the IURC, as well as the
    recovery of environmental and related costs from
    insurance carriers.
    
    Indiana Gas believes it will be successful in
    recovering the costs which it has incurred and may
    incur through rates, from other potentially
    responsible parties and from insurance carriers.
    However, there can be no assurance as to the amount
    or timing of any such recoveries.
    
    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 are seeking from
    customers, including Indiana Gas, recovery of
    certain costs related to the transition to
    restructured services.
    
    In February 1994, Indiana Gas included certain
    transition costs in a routine quarterly gas cost
    adjustment (GCA) filing with the IURC.  As part of
    that proceeding, Indiana Gas was given authority to
    pass the Account 191 component of such costs
    through to ratepayers and to employ deferred
    accounting for all other components of transition
    costs pending the IURC's consideration of Indiana
    Gas' request for authority to recover those costs.
    As of December 31, 1994, Indiana Gas has estimated
    and deferred approximately $6.2 million of the
    other components of transition costs.
    
    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.


10. 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.
    
    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.  Recent
    orders for other public utilities regulated by the
    IURC have authorized SFAS 106 to be adopted for
    ratemaking purposes.  Indiana Gas has deferred
    approximately $7.1 million of SFAS 106 costs as of
    December 31, 1994.

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

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

Results of Operations

                       Earnings
    Net income for the three- and twelve-month periods
ended December 31, 1994, when compared to the same periods
one year ago are listed below.




   Periods Ended December 31
   (Millions)                  1994     1993
                                  
   Three Months                $10.8    $15.2
   Twelve Months               $30.2    $29.4


    The following discussion highlights the factors
contributing to these results.

          Margin (Revenues Less Cost of Gas)
    Margin for the quarter ended December 31, 1994,
decreased $8.1 million compared to the same period last
year.  The decrease was primarily due to weather 26
percent warmer than the same period last year and 25
percent warmer than normal, resulting in a decrease in
space heating sales during the period.

    Margin for the twelve-month period ended December 31,
1994, decreased $4.1 million compared to the same period
last year.  The decrease for the twelve-month period
reflects weather 8 percent warmer than the same period
last year and 7 percent warmer than normal, offset
somewhat by additional residential and commercial
customers.

    Total system throughput (combined sales and
transportation) decreased 14 percent (5.1 MMDth) for the
first quarter of fiscal 1995 when compared to the same
period one year ago.  This was due primarily to decreases
in residential and commercial space heating sales caused
by warmer weather.

    Throughput decreased 2 percent (1.8 MMDth) for the
twelve-month period ended December 31, 1994, when compared
to the same period last year.  This is due primarily to
decreases in residential and commercial space heating
sales caused by warmer weather, offset by an increase in
throughput for industrial customers and an increase in
residential and commercial customers.

    Indiana Gas' rates for transportation generally
provide the same margins as are earned on the sale of gas
under its sales tariffs.  Approximately one-half of total
system throughput represents gas used for space heating
and is affected by weather.

    Total average cost per unit of gas purchased decreased
to $2.68 for the three-month period ended December 31,
1994, compared to $3.05 for the same period one year ago.
For the twelve-month period, cost of gas per unit
decreased to $2.78 in the current period compared to $2.90
for the same period last year.

    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.
                           
                  Operating Expenses
    Operation and maintenance expenses decreased
approximately $1.4 million for  the three-month period
ended December 31, 1994, when compared to the same period
one year ago.  The decrease is attributable to lower labor-
related costs, including health care and pension costs,
and other general expenses.

    Operation and maintenance expenses for the twelve-
month period decreased approximately $5.9 million compared
to the same period last year.  The decrease is primarily
due to labor and related costs which are lower than the
levels last year when additional operation and maintenance
projects were in progress.

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

    Federal and state income taxes decreased for the
three-month period ended December 31, 1994, when compared
to the same period one year ago due to lower taxable
income.  Federal and state income taxes remained
approximately the same for the twelve-month period when
compared to the same period last year.

    Taxes other than income taxes decreased for the three-
month period ended December 31, 1994, when compared to the
same period one year ago due to lower gross receipts tax
expenses.  Taxes other than income taxes remained
approximately the same for the twelve-month period when
compared to the same period last year.

                   Interest Expense
    Interest expense decreased for the three- and twelve-
month periods ended December 31, 1994, when compared to
the same periods one year ago due to a decrease in average
debt outstanding slightly offset by an increase in
interest rates.

Other Operating Matters
       
               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
    Indiana Gas is currently conducting environmental
investigations and work at certain sites that were the
location of former manufactured gas plants.  For further
information regarding the status of investigation and
remediation of the sites, financial reporting, ratemaking
and other potentially responsible parties, see Note 9.

     Federal Energy Regulatory Commission Matters
     In accordance with Federal Energy Regulatory
Commission (FERC) Order No. 636, Indiana Gas' pipeline
service providers have made a number of filings to
restructure services. Indiana Gas' pipeline service
providers are seeking from customers, including Indiana
Gas, recovery of certain costs related to the
transition to restructured services.  For further
information regarding the financial reporting and
ratemaking, see Note 9.

      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.  For further information regarding the financial
reporting and ratemaking, see Note 10.

Liquidity and Capital Resources

    New construction to provide service to a growing
customer base and normal system maintenance and
improvements will continue to require substantial capital
expenditures.  For the twelve months ended December 31,
1994,  Indiana Gas' capital expenditures totaled $55.5
million.  Of this amount, 71 percent was provided by funds
generated internally (net income less dividends plus
charges to net income not requiring funds).  Capital
expenditures for fiscal 1995 are estimated at $54.7 million
of which $12.9 million have been expended during the
three-month period ended December 31, 1994.

    Indiana Gas' goal is to fund internally approximately
75 percent of its construction program.  Capitalization
objectives  for Indiana Gas are 55-65 percent common equity
and 35-45 percent long-term debt.  This will help Indiana
Gas to maintain its high creditworthiness.  The 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.

    On October 28, 1994, $3 million of the outstanding 9
3/8% Series M, First Mortgage Bonds were retired.

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

Item 6.    Exhibits and Reports on Form 8-K

       (a) Exhibits
           27    Financial Data Schedule     Filed herewith.

       (b) No Current Reports on Form 8-K were filed during the quarter
           ended December 31, 1994.

                      SIGNATURES

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


                              INDIANA GAS COMPANY, INC.
                                    Registrant




Dated February 10, 1995       /s/Niel C. Ellerbrook
                              Niel C. Ellerbrook
                              Senior Vice President
                              and Chief Financial Officer



Dated February 10, 1995       /s/Jerome A. Benkert
                              Jerome A. Benkert
                              Controller