U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING

                                                Commission file number: 1-6494
                                                CUSIP number:_________________


                                                            
(Check One): [ X] Form 10-K  [  ] Form 20-F  [ ]Form 11-K  [  ] Form 10-Q  [  ] Form N-SAR
                                                                           [  ] [N-CSR]
             For Period Ended: December 31, 2002
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             [ ] Transition Report on Form 10-K [ ] Transition Report on
             Form 20-F [ ] Transition Report on Form 11-K [ ] Transition
             Report on Form 10-Q [ ] Transition Report on Form N-SAR For
             the Transition Period Ended:
             -----------------------------------------------------------------------------


Read Instruction (on back page) Before Preparing Form.  Please Print or Type

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


PART I -- REGISTRANT INFORMATION

                                    Indiana Gas Company, Inc.
                                    Full Name of Registrant

                                              N/A
                                    Former Name if Applicable

                                       20 N.W. 4th Street
            Address of Principal Executive Office (Street and Number)

                                    Evansville, Indiana 47708
                                    City, State and Zip Code






PART II -- RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X](a)    The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X](b)    The subject annual report,  semi-annual  report,  transition report on
          Form  10-K,  Form 20-F,  11-K,  Form  N-SAR,  or Form N-CSR or portion
          thereof,  will be  filed  on or  before  the  fifteenth  calendar  day
          following the rescribed due date; or the subject  quarterly  report of
          transition report on Form 10-Q, or portion thereof will be filed on or
          before the fifth calendar day following the prescribed due date; and

[ ] (c    The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.


PART III --  NARRATIVE
State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR,  N-CSR, or the transition  report or portion thereof,  could not be filed
within the prescribed time period.

The Company was not able to complete the required financial statements on a
timely basis. The Company expects to file the required report within the
allotted extension.

PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification

           M. Susan Hardwick
     Vice President and Controller          (812)           491-4305
     ------------------------------         -----           --------
                (Name)                   (Area Code)   (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file much report(s) been filed? If answer is no,
     identify report(s). [X] Yes [ ]No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? [X] Yes [ ] No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     Subsequent to the issuance of the Company's 2001 financial statements, the
     Company's management determined that previously issued financial statements
     should be restated. The restatement will have the effect of decreasing net
     income for 2001 by approximately $8.1 million and increasing net income for
     2000 by approximately $0.2 million. The restatement will decrease reported
     retained earnings as of January 1, 2000 by $1.2 million. These errors
     primarily related to gas inventory accounting, the proper clearing of
     employee benefit related costs routinely accumulated on the balance sheet,
     and other reconciliation errors and other errors related to the recording
     of estimates.







                            Indiana Gas Company, Inc.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

                                            /s/ M. Susan Hardwick
                                        By: M. Susan Hardwick
Date: March 31, 2002                        Vice President and Controller

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION


                 INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
          CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240.2.2b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act. The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but need
     not restate information that has been correctly furnished. The form shall
     be clearly identified as an amended notifications.

5.   Electronic Filers. This form shall not be used by electronic filers unable
     to timely file a report solely due to electronic difficulties. Filers
     unable to submit a report within the time period prescribed due to
     difficulties in electronic filing should comply with either Rule 201 or
     Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T ((8)232.13(b) of this chapter).