AMENDMENT TO THE
                      INDIANA ENERGY, INC.
                EXECUTIVE RESTRICTED STOCK PLAN
    (AS LAST AMENDED AND RESTATED EFFECTIVE OCTOBER 1, 1998)



      Pursuant to rights reserved under Section 20 of the Indiana
Energy,   Inc.   Executive  Restricted  Stock  Plan,   originally
effective  as  of December 1, 1987, (the "Plan"),  the  Board  of
Directors  of  Indiana  Energy, Inc.  further  amends  the  Plan,
effective  December 1, 1998, by the addition of a new Section  26
which provides, in its entirety, as follows:



      Section  26.  Conversion of Restricted Shares  to  Deferred
Compensation.  Notwithstanding anything contained in this Plan to
the  contrary,  a  Grantee  shall  be  permitted  to  elect  that
restricted  Shares  be  transferred  to  a  bookkeeping   account
maintained under the Indiana Energy, Inc. Non-Qualified  Deferred
Compensation Plan ("Energy Deferred Compensation Plan") effective
as  of  the  vesting date of the restricted Shares in  accordance
with the following rules:

          (a)  Any election by a Grantee to transfer the value of
          restricted  Shares to the Energy Deferred  Compensation
          Plan shall be made in accordance with rules established
          by  the Compensation Committee of the Board but  in  no
          event  shall any election be made later than  the  last
          day  of  the  calendar year immediately  preceding  the
          calendar year in which the restricted Shares would have
          become vested under the terms of this Plan;

          (b)   The  amount to be credited to the Energy Deferred
          Compensation  Plan  should be an amount  determined  by
          multiplying  the  number  of  Shares  elected   to   be
          transferred  by  the  Grantee to  the  Energy  Deferred
          Compensation Plan by the closing price of the Shares as
          of  the  end  of the trading day coinciding or  closest
          after  the  date on which the Shares to be  transferred
          become vested under this Plan; and

          (c)   The Grantee may specify either a number of Shares
          or  a  percentage  of Shares to be transferred  to  the
          Energy Deferred Compensation Plan.

As  a  condition to transferring restricted Shares to the  Energy
Deferred  Compensation Plan, the Grantee  shall  be  required  to
deliver  the  restricted Shares covered by the  election  to  the
Secretary  of Energy on or before the vesting date.  The  Grantee
shall have no right to any dividend or voting rights with respect
to  any  Shares  transferred to the Energy Deferred  Compensation
Plan  on  or  after the vesting date which date is the  effective
date of the conversion.



      This Amendment has been executed on this     4th     day of
     December, 1998 to be effective as of December 1, 1998.

                         INDIANA ENERGY, INC.



                         By:  /s/ O. N. Frenzel III
                              O. N. Frenzel III, as Chairman
                              of the Compensation Committee