February 13, 1996



Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA  22312-2413

Gentlemen:

     We are transmitting herewith Indiana Gas Company, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended  
December 31, 1996, pursuant to the requirements of Section 13 
of the Securities Exchange Act of 1934.

                              Very truly yours,


                              /s/Douglas S. Schmidt
                              Douglas S. Schmidt
DSS:rs

                           
                           
                           
          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, 1996

                          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, 1997
            Class                 Number of shares        Date


                   TABLE OF CONTENTS

                                                                 Page
                                                               Numbers

Part I - Financial Information

    Consolidated Balance Sheets
      at December 31, 1996, and 1995
      and September 30, 1996                       

    Consolidated Statements of Income
      Three Months Ended December 31, 1996 and 1995,
       and Twelve Months Ended December 31, 1996 and 1995 

    Consolidated Statements of Cash Flows
      Three Months Ended December 31, 1996 and 1995,
      and Twelve Months Ended December 31, 1996 and 1995 

    Notes to Consolidated Financial Statements     

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

Part II - Other Information

    Item 1 - Legal Proceedings                     

    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
                                                  1996       1995         1996
                                                             
UTILITY PLANT:
    Original cost                              $946,934   $882,124      $931,092
    Less - accumulated depreciation
       and amortization                         351,496    323,160       344,268
                                                595,438    558,964       586,824

NONUTILITY PLANT - NET                               31        186            33

CURRENT ASSETS:
    Cash and cash equivalents                       185     19,670            20
    Accounts receivable, less reserves of
        $2,658, $2,433 and $1,853 respectively   45,070     43,313        15,468
    Accrued unbilled revenues                    37,247     45,121         8,158
    Materials and supplies - at average cost      4,075      3,827         4,611
    Liquefied petroleum gas - at average cost       864        876           507
    Gas in underground storage - at last-in,
        first-out cost                           34,336     51,392        39,083
    Recoverable gas costs                        16,949          -         2,710
    Prepayments and other                         1,017      1,391            43
                                                139,743    165,590        70,600

DEFERRED CHARGES:
    Unamortized debt discount and expense         7,324      6,811         7,477
    Other                                         8,392      9,239         7,973
                                                 15,716     16,050        15,450

                                               $750,928   $740,790      $672,907



                            INDIANA GAS COMPANY, INC.
                            AND SUBSIDIARY COMPANIES

                          CONSOLIDATED BALANCE SHEETS

                      SHAREHOLDER'S EQUITY AND LIABILITIES
                             (Thousands - Unaudited)

                                              December 31       September 30
                                            1996       1995          1996
                                                       
CAPITALIZATION:
    Common stock and paid-in capital     $142,995   $142,995      $142,995
    Retained earnings                     148,458    137,837       138,539
        Total common shareholder's equity 291,453    280,832       281,534
    Long-term debt                        139,733    193,693       174,733
                                          431,186    474,525       456,267

CURRENT LIABILITIES:
    Maturities and sinking fund
      requirements of long-term debt       35,000          -             -
    Notes payable                          63,000     23,200        24,236
    Accounts payable                       67,018     79,703        49,402
    Refundable gas costs                        -      8,008             -
    Customer deposits and advance payments 16,533     16,976        14,256
    Accrued taxes                          13,971     18,175         4,206
    Accrued interest                        4,497      4,859         2,505
    Other current liabilities              21,210     20,068        24,827
                                          221,229    170,989       119,432

DEFERRED CREDITS:
    Deferred income taxes                  67,421     65,798        66,862
    Unamortized investment tax credit      10,941     11,871        11,173
    Customer advances for construction      1,488      1,418         1,434
    Regulatory income tax liability         2,835      3,797         2,835
    Other                                  15,828     12,392        14,904
                                           98,513     95,276        97,208


COMMITMENTS AND CONTINGENCIES
    (See Notes 7 & 9)                           -          -             -
                                         $750,928   $740,790      $672,907




                              INDIANA GAS COMPANY, INC.
                              AND SUBSIDIARY COMPANIES

                           CONSOLIDATED STATEMENTS OF INCOME
                               (Thousands - Unaudited)



                                              Three Months             Twelve Months
                                            Ended December 31         Ended December 31
                                             1996         1995         1996         1995
                                                                    
OPERATING REVENUES                       $ 172,481    $ 154,309    $ 548,766    $ 445,057
COST OF GAS                                109,836       89,197      340,770      245,181
MARGIN                                      62,645       65,112      207,996      199,876

OPERATING EXPENSES:
    Other operation and maintenance         19,237       18,690       84,683       76,130
    Depreciation and amortization            8,624        8,118       33,738       31,734
    Income taxes                             9,868       11,405       21,637       24,110
    Taxes other than income taxes            4,656        4,245       16,779       13,653
                                            42,385       42,458      156,837      145,627

OPERATING INCOME                            20,260       22,654       51,159       54,249

OTHER INCOME - NET                             334          229          993        1,488

INCOME BEFORE INTEREST
    AND OTHER                               20,594       22,883       52,152       55,737

INTEREST                                     4,285        3,992       16,200       15,528
OTHER                                         (110)         (37)        (169)         (49)
                                             4,175        3,955       16,031       15,479

NET INCOME                               $  16,419    $  18,928    $  36,121    $  40,258




                                          INDIANA GAS COMPANY, INC.
                                          AND SUBSIDIARY COMPANIES

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (Thousands - Unaudited)

                                                              Three Months          Twelve Months
                                                            Ended December 31     Ended December 31
                                                             1996       1995        1996       1995
                                                                               
CASH FLOWS FROM (REQUIRED FOR)
  OPERATING ACTIVITIES:
   Net income                                            $ 16,419   $ 18,928    $ 36,121   $ 40,258

   Adjustments to reconcile net income to cash
      provided from operating activities -
       Depreciation and amortization                        8,671      8,165      33,925     31,921
       Deferred income taxes                                  558        701         661      3,893
       Investment tax credit                                 (232)      (232)       (930)      (930)
                                                            8,997      8,634      33,656     34,884
       Changes in assets and liabilities -
         Receivables - net                                (58,691)   (68,626)      6,117    (27,749)
         Inventories                                        4,926      8,072      16,820      9,131
         Accounts payable, customer deposits,
            advance payments and other current
            liabilities                                    16,276     14,604     (11,986)    33,880
         Accrued taxes and interest                        11,757     12,303      (4,566)    (3,194)
         Recoverable/refundable gas costs                 (14,239)     3,125     (24,957)   (22,786)
         Prepayments                                         (974)    (1,247)        374         11
         Other - net                                        1,143      1,327       5,495     14,461

           Total adjustments                              (30,805)   (21,808)     20,953     38,638

             Net cash flow from (required for)
               operations                                 (14,386)    (2,880)     57,074     78,896

CASH FLOWS FROM (REQUIRED FOR)
   FINANCING ACTIVITIES:
    Sale of long-term debt                                      -     20,000           -     40,000
    Reduction in long-term debt                                 -          -     (18,960)      (122)
    Net change in short-term borrowings                    38,764     20,975      39,800    (20,350)
    Dividends                                              (6,500)    (6,250)    (25,500)   (24,500)

        Net cash flow from (required for)
          financing activities                             32,264     34,725      (4,660)    (4,972)

CASH FLOWS REQUIRED FOR
   INVESTING ACTIVITIES:
    Capital expenditures                                  (17,713)   (12,195)    (71,899)   (54,274)
        Net cash flow required for investing activities   (17,713)   (12,195)    (71,899)   (54,274)

NET INCREASE (DECREASE) IN CASH                               165     19,650     (19,485)    19,650

CASH AND CASH EQUIVALENTS AT BEGINNING OF
    PERIOD                                                     20         20      19,670         20

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $    185   $ 19,670    $    185   $ 19,670



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

1.  Financial Statements.
    Indiana Gas Company, Inc. and its subsidiaries (Indiana
    Gas or the company) 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                1996       1995      1996        1995
                                               
    Interest (net of
      amount capitalized)  $ 1,826    $1,604    $15,425    $13,617
    Income taxes           $     -    $    -    $28,721    $23,244


3.  Revenues.
    To more closely match revenues and expenses, revenues
    are recorded 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 1996,
    the cost of replacing the current portion of gas in
    underground storage exceeded last-in, first-out cost at
    December 31, 1996, by approximately $39,934,000.

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 AFUDC capitalized and
    the portion of which was computed on borrowed and equity
    funds for all periods reported.


                                  Three Months Ended   Twelve Months Ended
                                     December 31            December 31
    Thousands                      1996        1995       1996       1995
                                                       
    AFUDC-Borrowed Funds          $ 157       $  84     $  356     $  236
    AFUDC-Equity Funds              128          69        291        194
    Total AFUDC Capitalized       $ 285       $ 153     $  647     $  430


7.  Environmental Costs.
    Indiana Gas is currently conducting environmental
    investigations and work at certain sites that were the
    locations of former manufactured gas plants.  It is
    seeking to recover the costs of the investigations and
    work from insurance carriers, other potentially
    responsible parties (PRPs) and customers.

    On May 3, 1995, Indiana Gas received an order from the
    IURC in which the Commission concluded that the costs
    incurred by Indiana Gas to investigate and, if
    necessary, clean-up former manufactured gas plant sites
    are not utility operating expenses necessary for the
    provision of service and, therefore, are not recoverable
    as operating expenses from utility customers.  On
    January 21, 1997, this ruling was affirmed by the
    Indiana Court of Appeals.  The company is planning to
    petition for transfer to the Indiana Supreme Court.

    On April 14, 1995, Indiana Gas filed suit in the United
    States District Court for the Northern District of
    Indiana, Fort Wayne Division, against a number of
    insurance carriers for payment of claims for
    investigation and clean-up costs already incurred, as
    well as for a determination that the carriers are
    obligated to pay these costs in the future.  On October
    2, 1996, the Court granted several motions filed by
    defendant insurance carriers for summary judgment on a
    number of issues relating to the insurers' obligations
    to Indiana Gas under insurance policies issued by these
    carriers.  For example, the Court held that because the
    placement of residuals on the ground at the sites was
    done intentionally, there was no "fortuitous accident"
    and therefore no "occurrence" subject to coverage under
    the relevant policies.  Since the management of Indiana
    Gas believes that a number of the Court's rulings are
    contrary to Indiana law, it intends to appeal all
    adverse rulings to the United States Court of Appeals
    for the Seventh Circuit.  However, if these rulings are
    not reversed on appeal, they would effectively eliminate
    coverage under most of the policies at issue.  There can
    be no assurance as to whether Indiana Gas will prevail
    on this appeal.  As of December 31, 1996, Indiana Gas
    has obtained settlements from some insurance carriers in
    an aggregate amount in excess of $14.7 million.

    The Court's rulings have had no material impact on
    earnings since Indiana Gas has previously recorded all
    costs (in aggregate $14.8 million) which it presently
    expects to incur in connection with remediation
    activities.  It is possible that future events may
    require additional remediation activities which are not
    presently foreseen.

8.  Postretirement Benefits Other Than Pensions
    On May 3, 1995, the IURC issued an order authorizing
    Indiana Gas to recover the costs related to
    postretirement benefits other than pensions under the
    accrual method of accounting consistent with Statement
    of Financial Accounting Standards No. 106, Employers'
    Accounting for Postretirement Benefits Other Than
    Pensions (SFAS 106). The Office of Utility Consumer
    Counselor appealed the order.  On January 21, 1997, the
    Indiana Court of Appeals affirmed the IURC decision
    authorizing recovery.

9.  Affiliate Transactions.
    Indiana Energy Services, Inc. (IES), an indirect wholly
    owned subsidiary of Indiana Energy (Indiana Gas'
    parent), provided natural gas and related services to
    Indiana Gas from January 1, 1996, to March 31, 1996.
    Indiana Gas' purchases from IES for the three months
    ended March 31, 1996, totalled $102.7 million. ProLiance
    Energy, LLC (ProLiance), a nonregulated marketing
    affiliate of Indiana Energy, assumed the business of IES
    effective April 1, 1996, and is the supplier of gas and
    related services to both Indiana Gas and Citizens Gas
    and Coke Utility (Citizens Gas).  Indiana Gas' purchases
    from ProLiance for the three- and twelve-month periods
    ended December 31, 1996, totalled $103.2 million and
    $221.1 million, respectively.

    The sale of gas and provision of other services to
    Indiana Gas by Indiana Energy's marketing affiliates are
    subject to regulatory review through the quarterly gas
    cost adjustment proceeding currently pending before the
    IURC.

    Two proceedings which may affect the formation,
    operation or earnings of ProLiance are currently pending
    before the IURC.  The first proceeding was initiated by
    a small group of Indiana Gas' and Citizens Gas' large-
    volume customers who contend that the gas service
    contracts between ProLiance and Indiana Gas and Citizens
    Gas should be disapproved by the IURC or, alternatively,
    that the IURC should regulate the operations of
    ProLiance.  On September 27, 1996, the IURC issued a
    partial decision in that proceeding and found that
    ProLiance is not subject to regulation as a public
    utility.  The IURC did confirm that it will continue to
    monitor gas costs incurred by Indiana Gas.  Hearings on
    the remaining issues were concluded on October 9, 1996.
    A decision from the IURC is expected during the first
    half of calendar 1997.

    The second proceeding involves the quarterly gas cost
    adjustment applications of Indiana Gas and Citizens Gas
    wherein these utilities are proposing to recover the
    costs they have and will incur under their gas supply
    and related agreements with ProLiance.  This proceeding
    will consider whether the recovery of those costs is
    consistent with Indiana law governing gas cost recovery.
    The hearing on the second proceeding has not yet been
    scheduled.

    While the outcome of these proceedings cannot be
    predicted, management does not expect this matter to
    have a material impact on Indiana Gas' financial
    position or results of operations.

    Indiana Gas also participates in a centralized cash
    management program with its parent, affiliated companies
    and banks which permits funding of checks as they are
    presented.

    Amounts due affiliated companies, as well as checks
    written but not cashed are reflected in Accounts Payable
    on the Consolidated Balance Sheet.  Amounts owed to
    affiliates totaled $64.4 million and $16.4 million at
    December 31, 1996 and 1995, respectively.


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, 1996, when compared to the same periods
one year ago are listed below. The decrease in earnings
for the three-month period is primarily attributable to
normal weather for the current quarter as compared to the
prior year which was 9 percent colder than normal.  The
twelve-month earnings reflect increased margin
attributable to weather that was 5 percent colder than
normal as compared to the prior year which was about
normal, and the addition of new customers. The increase in
margin for the twelve-month period was offset by increased
operating expenses, including the acceleration of several
distribution system maintenance projects during the
period.


       Periods Ended December 31
       (Millions)                     1996      1995
                                         
          Three Months               $16.4     $18.9
          Twelve Months              $36.1     $40.3


    The following discussion highlights the factors
contributing to these results.

          Margin (Revenues Less Cost of Gas)
    Margin for the quarter ended December 31, 1996,
decreased $2.5 million compared to the same period last
year.  The decrease reflects normal weather for the
current quarter as compared to the prior year which was 9
percent colder than normal.

    Margin for the twelve-month period ended December 31,
1996, increased $8.1 million compared to the same period
last year.  The increase is primarily attributable to
weather that was 5 percent colder than normal as compared
to the prior year which was about normal.  Additional
residential and commercial customers, as well as rate
recovery (beginning May 1995) of postretirement benefit
costs recognized in accordance with Statement of Financial
Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions (SFAS 106)
also contributed to the increase.

    Total system throughput (combined sales and
transportation) decreased 4 percent (1.7 MMDth) for the
three-month period ended December 31, 1996, compared to
the same period one year ago.  For the twelve-month
period, throughput increased 6 percent (6.5 MMDth)
compared to the same period last year.  Indiana Gas' rates
for transportation generally provide the same margins as
are earned on the sale of gas under its sales tariffs.
Approximately one-half of total system throughput
represents gas used for space heating and is affected by
weather.

    Total average cost per unit of gas purchased increased
to $4.04 for the three-month period ended December 31,
1996, compared to $2.71 for the same period one year ago.
For the twelve-month period, cost of gas per unit
increased to $3.55 in the current period compared to $2.55
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
the cost of gas to Indiana Gas' customers dollar for
dollar.
                           
                  Operating Expenses
    Operation and maintenance expenses increased $.5
million for the three-month period ended December 31,
1996, when compared to the same period one year ago.  The
increase is primarily due to higher labor costs and
related benefits.

    Operation and maintenance expenses for the twelve-
month period increased $8.6 million when compared to the
same period last year partly due to the acceleration of
several distribution system maintenance projects into
fiscal 1996 permitted by higher earnings attributable to
the colder than normal weather.  Higher performance-based
compensation and recognition (beginning May 1995) of
postretirement benefit costs in accordance with SFAS 106
also contributed to the increase.

    Depreciation and amortization expense increased for
the three- and twelve-month periods ended December 31,
1996, 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-
and twelve-month periods ended December 31, 1996, when
compared to the same periods one year ago due to lower
taxable income.

    Taxes other than income taxes increased for the three-
month period ended December 31, 1996, when compared to the
same period one year ago due to higher property tax
expense.  Taxes other than income taxes increased for the
twelve-month period due to higher property tax expense and
higher gross receipts tax expense resulting from increased
revenue.

                   Interest Expense
    Interest expense increased for the three- and twelve-
month periods ended December 31, 1996, when compared to
the same periods one year ago due to an increase in
average debt outstanding slightly offset by a decrease in
interest rates.

Other Operating Matters
       
                 ProLiance Energy, LLC
    ProLiance Energy, LLC (ProLiance), a nonregulated
marketing affiliate of Indiana Energy (Indiana Gas'
parent), began providing natural gas and related services
to Indiana Gas and Citizens Gas and Coke Utility (Citizens
Gas) effective April 1, 1996.  ProLiance also provides
products and services to other gas utilities and customers
in Indiana and surrounding states.  ProLiance assumed the
business of Indiana Energy Services, Inc., an indirect
wholly owned subsidiary of Indiana Energy, which had
provided similar services to other customers and from
January 1, 1996, to March 31, 1996, to Indiana Gas.

    The sale of gas and provision of other services to
Indiana Gas by Indiana Energy's marketing affiliates are
subject to regulatory review through the quarterly gas
cost adjustment proceeding currently pending before the
IURC.

    Two proceedings which may affect the formation,
operation or earnings of ProLiance are currently pending
before the IURC.  The first proceeding was initiated by a
small group of Indiana Gas' and Citizens Gas' large-volume
customers who contend that the gas service contracts
between ProLiance and Indiana Gas and Citizens Gas should
be disapproved by the IURC or, alternatively, that the
IURC should regulate the operations of ProLiance.  On
September 27, 1996, the IURC issued a partial decision in
that proceeding and found that ProLiance is not subject to
regulation as a public utility.  The IURC did confirm that
it will continue to monitor gas costs incurred by Indiana
Gas.  Hearings on the remaining issues were concluded on
October 9, 1996.  A decision from the IURC is expected
during the first half of calendar 1997.

    The second proceeding involves the quarterly gas cost
adjustment applications of Indiana Gas and Citizens Gas
wherein these utilities are proposing to recover the costs
they have and will incur under their gas supply and
related agreements with ProLiance.  This proceeding will
consider whether the recovery of those costs is consistent
with Indiana law governing gas cost recovery.  The hearing
on the second proceeding has not yet been scheduled.

    While the outcome of these proceedings cannot be
predicted, management does not expect this matter to have
a material impact on Indiana Gas' financial position or
results of operations.

              Indiana Legislative Matters
    On April 26, 1995, the Indiana General Assembly
enacted legislation which provides flexibility to the IURC
for future regulation of Indiana utilities.  The law
recognizes that competition is increasing in the provision
of energy services and that flexibility in the regulation
of energy services providers is essential to the well-
being of the state, its economy and its citizens.  Under
the law, an energy utility can present to the IURC a broad
range of proposals from performance-based ratemaking to
complete deregulation of a utility's operations.  The law
gives the IURC the authority to adopt alternative
regulatory practices, procedures and mechanisms and
establish rates and charges that are in the public
interest, and will enhance or maintain the value of the
energy utility's retail energy services or property.  It
also provides authority for the IURC to establish rates
and charges based on market or average prices that use
performance-based rewards or penalties, or which are
designed to promote efficiency in the rendering of retail
energy services.
                           
                 Environmental Matters
    Indiana Gas is currently conducting environmental
investigations and work at certain sites that were the
locations of former manufactured gas plants.  It is
seeking to recover the costs of the investigations and
work from insurance carriers, other potentially
responsible parties (PRPs) and customers.

    On May 3, 1995, Indiana Gas received an order from the
IURC in which the Commission concluded that the costs
incurred by Indiana Gas to investigate and, if necessary,
clean-up former manufactured gas plant sites are not
utility operating expenses necessary for the provision of
service and, therefore, are not recoverable as operating
expenses from utility customers.  On January 21, 1997,
this ruling was affirmed by the Indiana Court of Appeals.
The company is planning to petition for transfer to the
Indiana Supreme Court.

    On April 14, 1995, Indiana Gas filed suit in the
United States District Court for the Northern District of
Indiana, Fort Wayne Division, against a number of
insurance carriers for payment of claims for investigation
and clean-up costs already incurred, as well as for a
determination that the carriers are obligated to pay these
costs in the future.  On October 2, 1996, the Court
granted several motions filed by defendant insurance
carriers for summary judgment on a number of issues
relating to the insurers' obligations to Indiana Gas under
insurance policies issued by these carriers.  For example,
the Court held that because the placement of residuals on
the ground at the sites was done intentionally, there was
no "fortuitous accident" and therefore no "occurrence"
subject to coverage under the relevant policies.  Since
the management of Indiana Gas believes that a number of
the Court's rulings are contrary to Indiana law, it
intends to appeal all adverse rulings to the United States
Court of Appeals for the Seventh Circuit.  However, if
these rulings are not reversed on appeal, they would
effectively eliminate coverage under most of the policies
at issue.  There can be no assurance as to whether Indiana
Gas will prevail on this appeal.  As of December 31, 1996,
Indiana Gas has obtained settlements from some insurance
carriers in an aggregate amount in excess of $14.7
million.

    The Court's rulings have had no material impact on
earnings since Indiana Gas has previously recorded all
costs (in aggregate $14.8 million) which it presently
expects to incur in connection with remediation
activities.  It is possible that future events may require
additional remediation activities which are not presently
foreseen.

      Postretirement Benefits Other Than Pensions
    On May 3, 1995, the IURC issued an order authorizing
Indiana Gas to recover the costs related to postretirement
benefits other than pensions under the accrual method of
accounting consistent with Statement of Financial
Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions (SFAS 106).
The Office of Utility Consumer Counselor appealed the
order.  On January 21, 1997, the Indiana Court of Appeals
affirmed the IURC decision authorizing recovery.

Liquidity and Capital Resources

    New construction, normal system maintenance and
improvements, and information technology investments to
provide service to a growing customer base will continue to
require substantial capital expenditures. Capital
expenditures for fiscal 1997 are estimated at $67.8 million
of which $17.7 million have been expended during the three-
month period ended December 31, 1996.  For the twelve
months ended December 31, 1996,  Indiana Gas' capital
expenditures totaled $71.9 million.  Of this amount, 62
percent was provided by funds generated internally (net
income less dividends plus charges to net  income not
requiring funds).

    Indiana Gas' long-term 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.  Indiana Gas' ratio of
earnings to fixed charges was 4.3 for the twelve months
ended December 31, 1996 (see Exhibit 12).

    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.

Forward-Looking Information

Certain matters discussed in Management's Discussion and
Analysis are forward-looking.  These forward-looking
discussions reflect the company's current best estimates
regarding future operations.  Since these are only
estimates, actual results could be materially different.

Several factors, some of which are outside of the company's
control and cannot be accurately and conclusively
predicted, may materially affect estimates of future
operations.  Such factors include the effect of weather on
gas consumption, particularly in the residential market,
the effect of general economic conditions on gas
consumption, particularly in industrial and commercial
markets, the direction and pace of change in state and
federal regulation on both the gas and electric industries,
and the effects of competition on markets where prices and
providers have been regulated.

Indiana Gas Company and Subsidiary Companies
Part II - Other Information

Item 1.    Legal Proceedings

   See Note 7 of the Notes to Consolidated Financial
Statements for litigation matters involving insurance
carriers pertaining to Indiana Gas' former manufactured
gas plants and storage facilities.


Item 6.    Exhibits and Reports on Form 8-K

       (a) Exhibits
           12   Computation of Ratio of Earnings to
                Fixed Charges, filed herewith.

           27   Financial Data Schedule, filed herewith.

       (b) No Current Reports on Form 8-K were filed
           during the quarter ended December 31, 1996.


                      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 13, 1997     /s/Niel C. Ellerbrook
                            Niel C. Ellerbrook
                            Executive Vice President and
                            Chief Financial Officer



Dated February  13, 1997    /s/Jerome A. Benkert
                            Jerome A. Benkert
                            Vice President and Controller