Exhibit 99-3


Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995.

A "safe harbor" for forwarding-looking statements is provided by the Private
Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of
1995 was adopted to encourage such forward-looking statements without the threat
of litigation, provided those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward looking statements have been and will be
made in written documents and oral presentations of Southern Indiana Gas and
Electric Company. Such statements are based on management's beliefs, as well as
assumptions made by and information currently available to management. When used
in Southern Indiana Gas and Electric Company's documents or oral presentations,
the words "believe," "anticipate," "endeavor," "estimate," "expect,"
"objective," "projection," "forecast," "goal," and similar expressions are
intended to identify forward-looking statements. In addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause Southern Indiana Gas and
Electric Company's actual results to differ materially from those contemplated
in any forward-looking statements included, among others, the following:

The reaudit of its 2000 financial statements could result in the restatement of
its operating results for 2000, 2001, and 2002.

Factors affecting utility operations such as unusual weather conditions;
catastrophic weather-related damage; unusual maintenance or repairs;
unanticipated changes to fossil fuel costs; unanticipated changes to gas supply
costs, or availability due to higher demand, shortages, transportation problems
or other developments; environmental or pipeline incidents; transmission or
distribution incidents; unanticipated changes to electric energy supply costs,
or availability due to demand, shortages, transmission problems or other
developments; or electric transmission or gas pipeline system constraints.

Increased competition in the energy environment including effects of industry
restructuring and unbundling.

Regulatory factors such as unanticipated changes in rate setting policies or
procedures, recovery of investments and costs made under traditional regulation,
and the frequency and timing of rate increases.

Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange Commission
(Commission), the Federal Energy Regulatory Commission, state public utility
commissions, state entities which regulate natural gas transmission, gathering
and processing, and similar entities with regulatory oversight.

Economic conditions including the effects of an economic downturn or recession,
inflation rates, and monetary fluctuations.

Changing market conditions and a variety of other factors associated with
physical energy and financial trading activities including, but not limited to,
price, basis, credit, liquidity, volatility, capacity, interest rate, and
warranty risks.

Availability or cost of capital, resulting from changes in Southern Indiana Gas
and Electric Company, interest rates, and securities ratings or market
perceptions of the utility industry and energy-related industries.

Employee workforce factors including changes in key executives, collective
bargaining agreements with union employees, or work stoppages.

Legal and regulatory delays and other obstacles associated with mergers,
acquisitions, and investments in joint ventures.

Costs and other effects of legal and administrative proceedings, settlements,
investigations, claims, and other matters, including, but not limited to, those
described in periodic filings made with the Commission by Southern Indiana Gas
and Electric Company.

Changes in federal, state or local legislature requirements, such as changes in
tax laws or rates, environmental laws and regulations.

Southern Indiana Gas and Electric Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of changes
in actual results, changes in assumptions, other factors affecting such
statements.