EXHIBIT 99.2

Item 1. Business

(a) General Development of the Business.

Indiana Energy, Inc. (Indiana Energy or the company) is a
publicly owned holding company with subsidiaries and affiliates
engaged in natural gas distribution, gas portfolio administrative
services and marketing of natural gas, electric power and related
services. It was incorporated under the laws of the state of
Indiana on October 24, 1985. Indiana Energy has five
subsidiaries: Indiana Gas Company, Inc., IEI Services, LLC, IEI
Capital Corp., IEI Investments, Inc., and Number-3CHK, Inc.

Indiana Gas Company, Inc. (Indiana Gas), the principal subsidiary
and business entity of the holding company, is an operating
public utility engaged in the business of providing gas utility
service in central and southern Indiana.

IEI Services, LLC, formed in October 1997, provides support
services to Indiana Energy and its subsidiaries. These services
include information technology, financial, human resources,
building and fleet services.

IEI Capital Corp. (Capital Corp.), was formed in October 1997 to
conduct the financing for Indiana Energy and its subsidiaries
other than Indiana Gas. Capital Corp. provides the non-regulated
businesses with short-term financing for working capital
requirements, as well as secures permanent financing for those
entities as necessary.

IEI Investments, Inc. (IEI Investments) was formed to group the
operations of nonregulated businesses and segregate them from the
regulated businesses. IEI Investments has three subsidiaries, IGC
Energy, Inc., Energy Realty, Inc. and Energy Financial Group,
Inc.

On November 1, 1994, IGC Energy, Inc. (IGC Energy) formed a
natural gas marketing subsidiary, Indiana Energy Services, Inc.
(IES), which provided natural gas and related services to gas
utilities and customers in Indiana and surrounding states, and
from January 1, 1996, to March 31, 1996 to Indiana Gas. On March
15, 1996, IGC Energy and Citizens By-Products Coal Company, a
wholly owned subsidiary of Citizens Gas and Coke Utility
(Citizens Gas), formed ProLiance Energy, LLC (ProLiance), a
jointly and equally owned limited liability company, to provide
natural gas supply and related marketing services. ProLiance
assumed the business of IES and began providing services to
Indiana Gas and Citizens Gas effective April 1, 1996. ProLiance
is also a power marketer, providing gas and power to over 1,000
commercial, industrial and municipal customers.

On April 1, 1997, IGC Energy and Citizens By-Products Coal
Company formed CIGMA, LLC (CIGMA), a jointly and equally owned
limited liability company. CIGMA provides materials acquisition
and related services that are used by Indiana Gas, Citizens Gas,
and third parties throughout a fourteen-state area.

On May 23, 1997, IGC Energy, Citizens By-Products Coal Company
and Energy Systems Group, Inc. (ESGI) formed Energy Systems
Group, LLC (ESG), an equally owned limited liability company. ESG
provides a package of products, services and skills to help
energy users achieve enhanced energy and operational performance.
The packages provide for improvements to be paid for by the
customers from savings generated within their existing operating
budgets. ESG assumed the responsibilities of ESGI, an energy
related performance contracting firm and wholly owned subsidiary
of SIGCORP, Inc.

On June 30, 1998, IGC Energy and Cinergy Supply Network, Inc., a
subsidiary of Cinergy Corp. (Cinergy), formed Reliant Services,
LLC (Reliant), an equally owned limited liability company, to
perform underground facilities locating and construction
services. In May 1999, Reliant purchased the assets of two
Indianapolis based companies and began operation. In August 1999,
Reliant entered the meter reading business as well. Reliant is
based in the Indianapolis area and will focus initially on
serving electric, gas, telephone, cable and water companies in
Indiana, Ohio and Kentucky. Reliant's customer base includes
major utility companies in metropolitan areas in which it
currently operates.

Energy Realty, Inc. is a real estate company with investments in
affordable housing and historic rehabilitation projects.

Energy Financial Group, Inc. (EFGI) was formed on January 20,
1998, to hold all financial entities and investments of IEI
Investments. Also on January 20, 1998, IEI Synfuels, Inc. was
established as a wholly-owned subsidiary of EFGI and on February
5, 1998, purchased one limited partnership unit (representing an
8.3 percent ownership interest) in Pace Carbon Synfuels
Investors, L.P. (Pace Carbon), a Delaware limited partnership
formed to develop, own and operate four projects to produce and
sell coal-based synthetic fuel. Pace Carbon converts coal fines
(small coal particles) into coal pellets/briquettes that are sold
to major coal users such as utilities and steel companies. This
process is eligible for federal tax credits under Section 29 of
the Internal Revenue Code and the Internal Revenue Service has
issued a private letter ruling with respect to the four projects.

On April 1, 1998, IEI Financial Services, LLC (IEI Financial
Services) began its operations. IEI Financial Services performs
third-party collections, energy-related equipment leasing and
related services. IEI Financial Services provides these services
to Indiana Gas and to other third parties.

On October 9, 1998, IEI Investments committed to invest $10
million in Haddington Energy Partners, L.P. (Haddington).
Haddington, a Delaware limited partnership, has raised $77
million to invest in six to eight projects that represent a
portfolio of development opportunities, including natural gas
gathering and storage and electric power generation. Haddington's
investment opportunities will focus on acquiring and building on
projects in progress rather than start-up ventures.

On June 14, 1999, Indiana Energy and SIGCORP, Inc. (SIGCORP)
jointly announced the signing of a definitive agreement to
combine into a new holding company named Vectren Corporation
(Vectren). SIGCORP is an investor-owned energy and
telecommunications company that through its subsidiaries provides
electric and gas service to southwest Indiana and energy and
telecommunication products and services throughout the Midwest
and elsewhere.

Indiana Gas Company, Inc. and Southern Indiana Gas and Electric
Company, Inc., Indiana Energy's and SIGCORP's utility companies
will operate as separate subsidiaries of Vectren.

The merger is conditioned, among other things, upon the approvals
of the shareholders of each company and customary regulatory
approvals. On December 17, 1999, the merger was approved by the
shareholders of each company. On December 20, 1999, the Federal
Energy Regulatory Commission (FERC) issued an order approving the
proposed merger. In approving the merger, the FERC concluded that
the merger was in the public interest and would not adversely
affect competition, rates or regulation. The companies anticipate
that the remaining regulatory processes can be completed in the
first quarter of calendar 2000.

On December 15, 1999, the company announced that the board of
directors had approved a definitive agreement under which the
company will acquire the natural gas distribution business of
Dayton Power and Light Co., Inc. The acquisition, with a purchase
price of $425 million, is expected to be funded with a bank
facility which will be replaced over time with permanent
financing. This transaction is conditioned upon the approval of
several regulatory bodies. Management hopes to complete the
transaction by the end of the second quarter of 2000.

During fiscal 1999, Indiana Gas supplied gas to about 500,000
residential, small commercial and contract (large commercial and
industrial) customers in 284 communities in 48 of the 92 counties
in the state of Indiana. The service area has a population of
approximately 2 million and contains diversified manufacturing
and agriculture-related enterprises. The principal industries
served include automotive parts and accessories, feed, flour and
grain processing, metal castings, aluminum products, gypsum
products, electrical equipment, metal specialties and glass.

The largest communities served include Muncie, Anderson,
Lafayette-West Lafayette, Bloomington, Terre Haute, Marion, New
Albany, Columbus, Jeffersonville, New Castle and Richmond. While
Indiana Gas does not serve Indianapolis, it does serve the
counties and communities which border that city.

For the fiscal year ended September 30, 1999, residential
customers provided 66 percent of revenues, small commercial 23
percent and contract 11 percent. Approximately 99 percent of
Indiana Gas' customers used gas for space heating, and revenues
from these customers for the fiscal year were approximately 90
percent of total operating revenues. Sales of gas are seasonal
and strongly affected by variations in weather conditions. Less
than half of total margin, however, is space heating related.
During the fiscal year ended September 30, 1999, Indiana Gas
added approximately 11,400 residential and commercial customers.

Indiana Gas sells gas directly to residential, small commercial
and contract customers at approved rates. Indiana Gas also
transports gas through its pipelines at approved rates to
contract customers which have purchased gas directly from
producers, or through brokers and marketers. The total volumes of
gas provided to both sales and transportation customers is
referred to as throughput.

Gas transported on behalf of end-use customers in fiscal 1999
represented 43 percent (51,213 MDth) of throughput compared to 40
percent (45,598 MDth) in 1998 and 34 percent (41,874 MDth) in
1997. Although revenues are lower, rates for transportation
generally provide the same margins as would have been earned had
the gas been sold under normal sales tariffs.

Effective April 1, 1996, Indiana Gas purchases all of its natural
gas as well as winter delivery service from ProLiance.

Prices for gas and related services purchased by Indiana Gas are
determined primarily by market conditions and rates established
by the Federal Energy Regulatory Commission. Indiana Gas' rates
and charges, terms of service, accounting matters, issuance of
securities, and certain other operational matters are regulated
by the Indiana Utility Regulatory Commission (IURC).

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 IURC. The IURC
has applied the statute authorizing the GCA procedures to reduce
rates when necessary so as to limit utility operating income,
after adjusting to normal weather, to the level authorized in the
last general rate order. The earnings test provides that no
refund be paid to the extent a utility has not earned its
authorized utility operating income over the previous 60 months
(or during the period since the utility's last rate order, if
longer).

Information regarding environmental matters affecting the company
is incorporated herein by reference to Item 7, Environmental
Matters.

The company and its direct and indirect wholly owned subsidiaries
had 858 full-time employees and 34 part-time employees as of
September 30, 1999.

The company is currently implementing a growth strategy which
provides for, among other things, growing the earnings
contribution from nonutility operations and aggressively managing
costs within its utility operations and non-regulated services
provider. See Item 7, Growth Strategy and Corporate
Restructuring.

Information concerning the operating segments of the company is
incorporated herein by reference to the Note 17 of the Notes to
the Consolidated Financial Statements, included in Item 8.

Item 2. Property

Indiana Energy owns no real property.

The properties of Indiana Gas are used for the purchase,
production, storage and distribution of gas and are located
primarily within the state of Indiana. As of September 30, 1999,
such properties included 10,948 miles of distribution mains;
512,351 meters; five reservoirs currently being used for the
underground storage of purchased gas with approximately 71,484
acres of land held under storage easements; 7,310,173 Dth of gas
in company-owned underground storage with a daily deliverability
of 134,160 Dth; 171,451 Dth of gas in contract storage with a
daily deliverability of 3,563 Dth; and four liquefied petroleum
(propane) air-gas manufacturing plants with a total daily
capacity of 32,700 Dth of gas.

The company's capital expenditures during the fiscal year ended
September 30, 1999, amounted to $70.7 million.

Item 10. Directors and Executive Officers of the Registrant

The members of Board of Directors are:

Name and Principal Occupation During Has Been a Director
Business Location Age the Past 5 Years and Other of Indiana Gas or
Information (1) the Company Since
- ---------------------------------------------------------------------------------------------------------
Directors whose terms expire in 2000:

NIEL C. ELLERBROOK 50 President and Chief Executive Officer of 1991
Indianapolis, Indiana of the Company since June, 1999: prior to
that President and Chief Operating Officer
of the Company since October 1997; prior to
that time and since January 1997, Executive
Vice President, Treasurer and Chief
Financial Officer; prior to that time and
since 1986, Vice President, Treasurer and
Chief Financial Officer. President and Chief
Executive Officer of Indiana Gas since June,
1999: prior to that President of Indiana Gas
since October 1997; prior to that time and
since January 1997, Executive Vice President
and Chief Financial Officer; and prior to
that time and since 1987, Senior Vice
President and Chief Financial Officer. Mr.
Ellerbrook is a Director of Indiana Gas and
IEI Investments. He is also a Director of
Fifth Third Bank, Indiana.

J. TIMOTHY MCGINLEY 59 Managing Partner and principal owner of House 1999
Indianapolis, Indiana Investments and House Investment Securities, Inc.
Mr. McGinley is also an Indiana Gas and IEI
Investments Director. He is also a Director of
Bindley Western Industries, Inc.

WILLIAM G. MAYS 53 President, Mays Chemical Company. Mr. Mays is an 1998
Indianapolis, Indiana Indiana Gas Director. He is also a Director of
Anthem, Inc.

JEAN L. WOJTOWICZ 42 President since 1983 and founder of Cambridge 1996
Indianapolis, Indiana Capital Management Corp. (a consulting and venture
capital firm). Ms. Wojtowicz is also an IEI
Investments Director. She is also a Director of
First Internet Bank of Indiana.

PAUL T. BAKER 59 Executive Vice President and Chief Operating 1991
Indianapolis, Indiana Officer of Indiana Gas since October 1997; prior
to October 1997 and since 1991, Senior Vice
President and Chief Operating Officer of Indiana
Gas. Mr. Baker is also an Indiana Gas Director.

DON E. MARSH 61 Chairman, President, Chief Executive Officer and 1986
Indianapolis, Indiana Director of Marsh Supermarkets, Inc. Mr. Marsh is
also an IEI Investments Director. He is also a
Director of National City Bank, Indiana.

RICHARD P. RECHTER 60 Chairman of the Board of Rogers Group, Inc.; 1984
Bloomington, Indiana President, Chief Executive Officer and Director of
Rogers Management, Inc.; and President, Chief
Executive Officer and Director of Mid-South Stone,
Inc. Mr. Rechter is also an IEI Investments
Director. He is also a Director of Monroe County
Bank and Monroe Bancorp.

L. A. FERGER 65 Chairman of the Company and Indiana Gas since June 1984
Indianapolis, Indiana 1999; prior to that and since October 1997,
Chairman and Chief Executive Officer
of the Company and Indiana Gas;
prior to that time and since January
1996, Chairman, President and Chief
Executive Officer of the Company and
Indiana Gas; and prior to that time
and since 1987, President and Chief
Executive Officer of the Company and
Indiana Gas. Mr. Ferger is also a
Director of Indiana Gas and IEI
Investments.

ANTON H. GEORGE 40 President since December 1989, and a Director of 1990
Indianapolis, Indiana Indianapolis Motor Speedway Corporation (auto
racing); and President since January 1994,
Executive Vice President since June 1989, and a
Director of Hulman & Company (manufacturer and
distributor of baking powder). Mr. George is also
an IEI Investments Director. He is also a
Director of First Financial Corporation.

JAMES C. SHOOK 68 Mr. Shook is a Director of The Shook Agency, Inc 1983
Lafayette, Indiana (residential, commercial and industrial real
estate brokerage and development), Crossmann
Communities, Inc. and a member of the advisory
board of Bank One Indiana N.A. Mr. Shook is also
an IEI Investments Director.

JOHN E. WORTHEN 66 President, Ball State University, Muncie, 1997
Muncie, Indiana Indiana. Mr. Worthen is an Indiana Gas Director.
He is also a Director of First Merchants Corp.

(1) Includes, but is not limited to, directorships in corporations with a class
of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended, or which are subject to the requirements of
Section 15(d) of that Act or in a company registered as an investment
company under the Investment Company Act of 1940, as amended.

See Item 4a which is incorporated by reference into this Item 10 for information
concerning executive officers.

DIRECTORS' COMPENSATION

Non-employee directors of the Company and of Indiana Gas or Investments receive
combined fees totaling $21,000 per year for service on the boards of these
companies. The fees are paid under the Directors Restricted Stock Plan approved
by the shareholders at their January 13, 1992, meeting. Under the plan, $7,000
of the combined directors' fees paid by the Company and Indiana Gas or
Investments to non-employee directors is in the form of restricted shares of the
Company. The restricted shares are issued to each non-employee director at the
beginning of their three-year term, and the number of restricted shares is
determined by dividing $21,000 ($7,000 for each year) by the per share market
price of the Company's stock during the period specified in the plan. To receive
the restricted shares, a director must consent to the restrictions in writing.
Directors may elect to receive the remaining $14,000 in unrestricted shares or
in cash. To elect to receive unrestricted shares instead of cash, a director
must provide an irrevocable written election to the secretary of the Company
before the beginning of the calendar year for which the election relates.
Moreover, if during the calendar year a non-employee is elected to fill a
vacancy in the board of directors, under the plan, a one time election is
permitted to allow the director to receive the balance of that calendar year's
compensation in unrestricted shares.

Restricted shares may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution until the first to occur of: (1) the expiration of the director's
term of office for which the grant relates; (2) the grantee's death or
disability; (3) the termination of the grantee's status as a director pursuant
to the mandatory retirement policy for directors; (4) the involuntary
termination of the grantee's status as a director; (5) approval by a majority of
the other directors of the grantee's voluntary termination of his/her status as
a director because of the relocation of his/her principal place of residence
outside of Indiana; or (6) a change in control of the Company. In no event,
however, are the restricted shares transferable and free of restrictions before
the expiration of a six-month period beginning the first day of the director's
term of office or, if later, the date of issuance of the shares.

All restricted shares bear a legend citing the restrictions contained in the
plan. When the restrictions lapse, the grantee is entitled to have the legend
removed from any shares or certificates. Restrictions are lifted automatically
upon the expiration of the period to which the restrictions apply. On the
completion of the merger, as discussed in Note 2, restrictions on shares granted
under the Directors Restricted Stock Plans will lift. If a director voluntarily
terminates his/her status as such before the expiration of the period of
restriction, any shares still subject to restriction are immediately forfeited.

The Company has reserved 85,919 shares for grant under the plan. As of September
30, 1999, 54,994 shares remain in reserve. Those shares may consist of
authorized but unissued shares or shares reacquired by the Company, including
shares purchased in the open market. If any shares subject to the grants are
forfeited, the forfeited shares become available for reissuance under the plan.

The board may amend, modify, alter or terminate the plan at any time.
Amendments, modifications or alterations which would: (1) increase the number of
shares reserved for issuance under the plan, (2) materially modify the class of
individuals to whom grants of shares may be made, (3) materially modify the
manner in which shares are granted, or (4) materially increase the benefits
accruing to grantees under the plan, must be approved by the Company's
shareholders.

Non-employee directors also receive a fee of $500 for each Company board meeting
attended and $500 for each board meeting of Indiana Gas or Investments attended.
Each non-employee member of a committee of the board is paid a fee of $1,000 for
each meeting of the committee attended, and each non-employee chair of a
committee is paid a retainer of $3,000 and an additional fee of $500 for each
meeting attended.

There is a unfunded plan under which non-employee directors may defer all or any
part of fees received in cash until the occurrence of certain conditions
specified in the plan. Under the plan, which has been in place since January 1,
1999, at the election of the participant, amounts deferred are considered for
accounting purposes to be invested in one of several measurement funds,
including a company phantom stock fund, with returns measured pursuant to
formulas specified in the plan. Currently, the investment funds are consistent
with the investment funds available under the company's retirement savings plan.
This plan replaced a deferred compensation plan that had been in effect since
fiscal year 1995.

Item 11. Executive Compensation

EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION

The following tabulation shows for the fiscal years ended September 30, 1997,
1998 and 1999, the compensation paid by the Company and its subsidiaries to each
of the six most highly compensated executive officers of the Company
(considering for this purpose Mr. Baker and Mr. Hewitt, who were executive
officers of Indiana Gas during the past fiscal year, to be executive officers of
the Company) in all capacities in which they served.

Summary Compensation Table

Long-Term
Annual Compensation Compensation
-------------------------------------------- ----------------
Payouts
Name and Principal Position in Other Annual ---------------- All Other
Group (4) Year Salary Bonus (1) Compensation (2) LTIP Payouts (3) Compensation
- ------------------------------ ---- ------ --------- ---------------- ---------------- ------------

L. A. Ferger, 1997 $396,692 $ 222,577 $ 55,052 $ 297,232 $ 39,225
Chairman and Chief Executive 1998 408,481 238,015 48,850 313,468 35,195
Officer (5) 1999 323,961 293,569 42,157 267,257 37,016

Niel C. Ellerbrook, President 1997 217,923 89,271 21,050 114,419 21,117
and Chief Operating Officer (6) 1998 284,054 107,508 19,658 0 21,053
1999 339,715 174,132 19,421 215,699 23,112

Paul T. Baker, 1997 257,785 118,561 20,134 99,068 28,991
Executive V.P. and Chief 1998 260,000 123,881 18,668 0 26,791
Operating Officer, Indiana Gas 1999 263,577 125,663 18,018 186,760 26,457

Anthony E. Ard, 1997 147,477 68,485 10,678 20,037
Sr. V.P. - Corporate Affairs 1998 149,304 71,526 9,421 58,102 19,068
and Secretary 1999 161,881 71,206 8,667 0 20,409
109,551

Timothy M. Hewitt, 1997 136,977 50,510 7,577 14,662
V.P. - Operations and 1998 143,175 53,772 6,810 41,739 15,243
Engineering, Indiana Gas 1999 152,154 54,853 6,407 0 16,871
78,667

Carl L. Chapman, 1997 0 62,519 12,557 81,664 0
Sr. V.P. & CFO 1998 87,115 0 9,768 0 7,406
President, Investments (7) 1999 207,885 28,500 9,965 153,932 18,695

(1) The amounts shown in this column are payments under the Annual Management
Incentive Plan. Amounts paid in any fiscal year are attributable to the
Company's performance in the prior fiscal year. The following payments (in
thousands) were earned in fiscal year 1999 and have been determined and
approved for distribution by the Company's compensation committee: L.A.
Ferger ($ 227);N. C. Ellerbrook ($204); Paul T. Baker ($ 123); Anthony E.
Ard ($ 77); Timothy M. Hewitt ($ 56) and, Carl L. Chapman ($ 120). These
payments will be shown in next year's summary compensation tables as fiscal
year 2000 Bonus. With the exception of the Chief Executive Officer, these
payments were determined based upon the company's financial performance as
determined by the consolidated return on equity relative to a peer group of
companies, and, with the exception of the Chief Executive Officer, the
achievement of individual performance objectives.

(2) The amounts shown in this column are dividends paid on restricted shares
issued under the Stock Plan relating to "Long-Term Incentive Compensation".

(3) The amounts shown in this column represent the value of shares issued under
the Executive Restricted Stock Plan (Stock Plan) and for which restrictions
were lifted in each of those fiscal years. For instance, the amounts shown
for fiscal year 1997 represent the value of one-third of the Third
Measuring Period shares, including the performance grant, issued under the
Stock Plan and for which restrictions were lifted as of September 30, 1997.
For fiscal year 1998, in contemplation of additional changes to the Stock
Plan, the board of directors approved an amendment to the Stock Plan to
postpone the lapsing of the restrictions on shares from September 30, 1998
until February 1, 1999. With the exception of L. A. Ferger, the executive
officers consented to the postponement of the lapsing of restrictions on
their respective shares; consequently, after 1998 this column only reflects
a value for the issuance of shares to Mr. Ferger under the Stock Plan.
After the lifting of those restrictions, the executive officers, as a
group, held 75,914 restricted shares, with an aggregate market value of
those shares as of that date of $1,522,835. Those shares continue to be
subject to restrictions imposed by the Stock Plan, and they represent
one-third of the initial grant of the Fourth Measuring Period shares, and
all of the initial grants of the Fifth and Sixth Measuring Periods. The
number and value of restricted shares held by each executive officer on
September 30, 1999, follows: L. A. Ferger - 31,528 shares, $632,452; Niel
C. Ellerbrook - 14,264 shares, $286,136; Paul T. Baker - 13,630 shares,
$273,418; Anthony E. Ard - 5,971 shares, $119,778; Timothy M. Hewitt -
4,484 shares, $89,949; and Carl L. Chapman - 6,037 shares, $121,102.

(4) The amounts shown in this column are Company contributions to the
Retirement Savings Plan and the dollar value of insurance premiums paid by,
or on behalf of, the Company and its subsidiaries with respect to
split-dollar life insurance for the benefit of executive officers.

(5) Mr. Ferger retired as Chief Executive Officer of the company and Indiana
Gas on May 31, 1999. He continues in his position as Chairman of the Board
of Directors Indiana Energy, Inc., Indiana Gas Company, Inc. and IEI
Investments, Inc..

(6) Mr. Ellerbrook was elected President and Chief Executive Officer of the
Company and Indiana Gas effective June 1, 1999.

(7) Mr. Chapman's compensation reflected in the table for fiscal year 1997
consists of compensation earned prior to, but paid in fiscal year 1997
(column d), dividends received on restricted stock (column e) and the
lifting of restrictions on stock previously granted (column h). Mr.
Chapman's compensation reflected in the table for fiscal year 1998, began
on May 1, 1998, when he ceased his employment with ProLiance and commenced
full-time employment as President of Investments.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

Estimated Future Payouts Under Non-Stock
Price-Based Plans
----------------------------------------
Performance or Other Target
Number of Shares, Periods Until Threshold
Name and Principal Position in Units or Other Maturation Number of Number of Maximum Number of
Group Rights (1) or Payout (2) Shares (3) Shares (4) Shares (5)
- ------------------------------ ----------------- ------------------- ---------- --------- -----------------

L. A. Ferger,
Chairman and Chief Executive
Officer 3,664 - 0 3,664 7,328

Niel C. Ellerbrook,
President and Chief Executive
Officer 2,587 - 0 2,587 5,174

Paul T. Baker,
Executive V.P. and Chief Operating
Officer, Indiana Gas 1,681 - 0 1,681 3,362

Anthony E. Ard,
Sr. V.P. - Corporate Affairs and
Secretary 668 - 0 668 1,336

Timothy M. Hewitt,
V. P. - Operations and
Engineering, Indiana Gas 625 - 0 625 1,250

Carl L. Chapman,
Sr. V.P. & CFO,
President, Investments 2,457 - 0 2,457 4,914

(1) This column shows the restricted shares awarded during fiscal year 1999
under the Stock Plan. The market value of the shares on the dates of the
grants is determined according to a formula in the Stock Plan based on an
average price over a period of time preceding the grant. Dividends are paid
directly to the holders of the stock. Included is the initial grant of
shares for the Sixth Measuring Period.

(2) The granting of additional shares, if any, and the application of
forfeiture provisions depends upon certain measurements of the Company's
total return to shareholders in comparison to the total return to
shareholders of a predetermined group of comparable companies.

(3) The Sixth Measuring Period initial grant shares, which are included in the
total number of shares shown in column (b) and are also set forth in column
(e), are subject to forfeiture. If the Company's performance compared to
the peer group (peer group) during this measuring period places it in the
bottom quartile, the executive officers will forfeit all of the shares
granted for this period. For fiscal year, 1999, companies in the peer group
were as follows: AGL Resources Inc., Atmos Energy Corp., Cascade Natural
Gas Corp., CTG Resources, Inc., Eastern Enterprises, Energen Corp., Laclede
Gas Co., MCN Energy Group, Inc. (formerly MCN Corp.), National Fuel gas
Co., New Jersey Resources Corp., NICOR, Inc., NW Natural, NUI Corp.,
Pennsylvania Enterprises, Inc., Peoples Energy Corp., Piedmont Natural Gas
Co. Inc., Public Service Co. of North Carolina, Inc., South Jersey
Industries, Inc., SEMCO Energy, Inc., Southern Union Co., Southwest Gas
Corp., Southwestern Energy Co., UGI Corp., Washington Gas Light Co. and
WICOR, Inc. In fiscal year 1999, Bay State Gas Co. was removed from the
peer group, as it was merged out of existence. The companies to be included
in the peer group were determined by one of the company's investment
bankers and approved by the company's Compensation Committee.

(4) The Sixth Measuring Period initial grant shares, which are the same as the
total number of shares in column (b) are presented in this column. If the
Company's performance compared to the peer group during this measuring
period places it in the middle two quartiles, these shares will vest.

(5) Under the Stock Plan, if the Company's performance compared to the peer
group during the Sixth Measuring Period places it in the top quartile, an
additional performance grant equal to the original Sixth Measuring Period
grant will be made. In that event, the shares shown in column (e) will be
doubled.

LONG TERM INCENTIVE COMPENSATION

The purpose of the Stock Plan is to retain and motivate the Company's principal
officers and to increase their incentive to work toward the attainment of the
Company's long-term growth and profit objectives by providing them with a means
of acquiring or increasing their proprietary interests. Under the Stock Plan,
the compensation committee recommends to the board of directors, and the
non-employee directors determine the executive officers, as well as other
principal officers, to whom grants will be made and the percentage of each
officers base salary to be used for determining the number of shares to be
granted.

To be eligible for a grant, a principal must consent in writing to observe the
restrictions imposed on the shares. The shares may not be sold, transferred,
pledged, or assigned until restrictions are lifted. For the three-year grants
that were provided under the Stock Plan through the end of fiscal year 1997, the
restrictions are lifted in 33 1/3 percent increments on the fourth, fifth and
sixth anniversaries of the calendar day immediately preceding the first calendar
day of the measuring period. On the completion of the merger with SIGCORP, as
discussed in Note 2 to the Consolidated Financial Statements, restrictions on
shares granted under the Stock Plan will lift.

The granting of additional shares, if any, and the application of the forfeiture
provisions, depends upon two primary criteria: (i) certain measurements of the
total return of the Company's shareholders in comparison to the total return of
shareholders of the companies in the peer group: and (ii) the continued
employment of the officer during the period of the restriction.

Effective October 1, 1997, the Stock Plan was amended to provide that grants
would be provided on an annual basis instead of every three years. To reflect
the change from three-year grants, the percentage of the participant's annual
salary that is used to determine the grant is no longer subject to a multiplier
of three. Although grants will still be subject to a three year total return
performance measuring period, all of the restrictions will be lifted on the
fourth anniversary of the calendar day immediately preceding the first calendar
day of the measuring period applicable to that grant.

RETIREMENT SAVINGS PLAN

During the past fiscal year, the Company sponsored the Retirement Savings Plan,
which covers both bargaining and non-bargaining employees. In general, the
Savings Plan permits participants to elect to have not more than 19 percent of
their qualified compensation (subject to certain maximums imposed on highly
compensated employees by the Internal Revenue Code) invested on a tax-deferred
basis in shares of the Company's Common Stock or various investment funds.
Non-bargaining participants in the Savings Plan have matching Company
contributions made to the plan on their behalf equal to 100 percent of their
contributions not in excess of 6 percent of their individual redirected
compensation.

The Summary Compensation Table shows the value of contributions made to the plan
for executive officers in the column marked "All Other Compensation."

RETIREMENT PLANS

During the past fiscal year, the Company and Indiana Gas each sponsored a
defined benefit pension plan covering full-time employees of the Company and
certain of its subsidiaries, and of Indiana Gas, respectively, who meet certain
age and service requirements. The Company's plan covers salaried employees,
including executive officers, and provides fixed benefits at normal retirement
age based upon compensation and length of service, the costs of which are fully
paid by the employer and are computed on an actuarial basis. The pension plan
also provides for benefits upon death, disability and early retirement under
conditions specified therein. The remuneration covered by this plan includes all
compensation for regular work periods (excluding overtime, bonuses and other
forms of additional compensation).

On January 1, 1999, this plan was converted to a cash balance pension plan which
provides participants the opportunity to receive lump sum benefits in lieu of
fixed monthly benefits. The amount of the lump sum benefit is based on annual
accruals which relate to the participant's compensation. In order to ease the
transition of the plan conversion, the plan has special grandfather rules
applicable to participants at certain service levels and ages to avoid any
reduction in their benefits under the plan.

During the past fiscal year, the Company had a supplemental pension plan
covering the principal officers of the Company and its subsidiaries. The
supplemental pension plan provides fixed benefits at normal retirement age based
upon compensation and is computed on an actuarial basis. The supplemental
pension plan also provides for benefits upon death, disability and early
retirement under conditions specified therein, including service requirements.
This supplemental pension plan also provides a reduced benefit to a participant
who voluntarily terminates his employment with a participating employer (which
may consist of the Company or one or more of its subsidiaries) before normal
retirement age (65), but following a change in control of the Company. The
remuneration covered by the supplemental pension plan includes all compensation
for regular work periods (including incentive payments and other forms of
additional compensation).

Upon retirement at or after age 65, any participant in the supplemental pension
plan will, in general, be entitled to an annual pension for life which, when
added to primary Social Security benefits, defined benefit pension plan
benefits, described above, and benefits under the Retirement Savings Plan
attributable to contributions by participants' employers, will equal
approximately 65 percent of the participant's average annual compensation during
the 60 consecutive calendar months immediately preceding the participant's
retirement date. The amounts paid under the supplemental pension plan are
unfunded and are paid from the general assets of the Company.

The following table illustrates the estimated normal annual retirement benefits
payable to a covered participant retiring at age 65 under the supplemental
pension plan and under the defined benefit plan based on the specified
remuneration and under the Retirement Savings Plan attributable to contributions
made by the Company and, as pertinent, one or more of its subsidiaries. The
compensation included in the Summary Compensation Table under salary and
payments under the annual Incentive Plan qualifies as remuneration for purposes
of these plans. The amounts shown do not reflect reductions, which would result
from joint and survivor elections.

Pension Table

15 or More Years of Service (1)

Remuneration Level Amount of Benefits (2)
$125,000 $ 81,250
150,000 97,500
175,000 113,750
200,000 130,000
225,000 146,250
250,000 162,500
300,000 195,000
350,000 227,500
400,000 260,000
450,000 292,500
500,000 325,000

(1) The compensation covered by the plans includes the salary and incentive
payments shown on the Summary Compensation Table. Years of service are not
used in calculating the benefit amount under the Unfunded Supplemental
Retirement Plan. The amounts shown above are offset by Social Security and
benefits under the Retirement Savings Plan attributable to contributions
made by the Company and, as pertinent, one or more of its subsidiaries.

(2) Although the benefit attributable to the Savings Plan may be paid in a
single lump sum payment, it has been converted to an annual benefit for
purposes of this table. The estimated aggregate annual pension plan benefit
may be greater than the amounts in the table to the extent that the Savings
Plan benefit, after conversion to an annual benefit and when added to the
annual benefit under the applicable defined benefit plan, exceeds the
amount specified in the table. Since the Savings Plan has only been in
effect for a few years, it is unlikely in the near future that the
aggregated Savings Plan benefit and defined benefit plan benefits will
exceed the amount specified in the table.

EMPLOYMENT AND TERMINATION BENEFITS AGREEMENTS

The Company, with approval of the board of directors, has entered into three
year employment agreements with the executive officers listed in the Summary
Compensation Table. Each agreement continues unless notice of termination is
given be either party, in which event the agreement will terminate approximately
three years from the date of notice. The period between notice and termination
is defined as an "employment period" under each agreement. Each officer is
entitled to compensation consisting of the annual aggregate base salary or
salaries, and such additional compensation as the board determines throughout
the employment period. Each agreement is also subject to termination in the
event of disability, death, or voluntary retirement by the individual or his
termination for cause.

There is also additional termination benefits payable to the executives in the
event of their termination for reasons other than disability, death, voluntary
retirement or termination for cause. These termination benefits are payable
under the following conditions if the employment of an executive is terminated
during the employment period:

The Company terminates the employment of the executive for any
reason (other than for cause, death, the executive's attainment of
age 65, or the executive's disability): or

The executive voluntary terminates his employment for good reason
(as defined below): or

The executive voluntarily terminates his employment without reason
during the thirty day period immediately following the first
anniversary of an acquisition of control of the Company.

For purposes of the employment agreements, the term "good reason" before an
acquisition of control means a material breach of the employment agreement by
the Company. After an acquisition of control, the term "good reason" means any
material change in the terms of the executive's employment with the Company.

The benefits payable to the executive upon the early termination of the
employment period include a lump sum payment of the remaining salary payable to
the executive if he continued his employment for the duration of the employment
period, a minimum bonus or bonuses (determined based on his highest bonus
payable to the executive during the immediately preceding three years) for each
of the years, or portion thereof, remaining in the employment period and the
actuarial equivalent of any benefits which will not be earned by the executive
as a result of his termination before the completion of the employment period,
including benefits under nonqualified retirement and welfare plans maintained by
the Company. In addition, any restricted stock held by the executive will become
fully vested. Finally to the extent that payment of the benefits would result in
an excise tax payable by the executive under Section 280G of the Internal
Revenue Code, the Company will make an additional payment to the executive to
offset completely the effect of the excise tax.

The benefits described above apply to all executive officers listed in the
Summary Compensation Table other than Timothy M. Hewitt. Mr. Hewitt's benefits
are predicated upon a 24 month employment period versus a 36 month period. In
addition, Mr. Hewitt is not entitled to the gross-up payment, if applicable, for
any excise tax payable under the Internal revenue Code Section 280G.

Item 12. Securities Ownership of Certain Beneficial Owners and Management

The Company has one class of capital stock outstanding, consisting as of
November 30, 1999, of 29,804,590 shares of Common Stock without par value. The
number of shares contained in this report reflects adjustments for the
four-for-three stock split, which was approved by the board of directors on July
31, 1998, and became effective on October 2, 1998. The holders of the
outstanding shares of Common Stock are entitled to one vote for each share held
of record on each matter presented to a vote of the shareholders.

In connection with the Company's acquisition of Richmond Gas Corporation
("Richmond") and Terre Haute Gas Corporation ("Terre Haute"), shares of Common
Stock of the Company were issued to certain members of the Anton Hulman, Jr.
family, certain corporations controlled by them, certain trusts established for
their benefit and certain other persons with personal or business relationships
with the family (collectively, the "Hulman Interests"). At November 30, 1999,
the Hulman Interests beneficially owned an aggregate of 3,615,603 shares of the
Company, which comprised 12.13 percent of the Company's outstanding Common
Stock. At November 30, 1999, the following beneficial owners held more than 5
percent of the outstanding Common Stock of the Company, the only class of voting
securities outstanding:

Nature of
Title of Name and Address of Number of Shares Beneficial Percent
Class Beneficial Owner Beneficially Owned Ownership of Class
- --------------------------------------------------------------------------------
Common Hulman & Company 2,113,247 Voting & 7.09%
900 Wabash Avenue Investment
Terre Haute, Indiana 47807

As a result of the attribution to certain persons of shares held by Hulman &
Company, the following persons are deemed to be beneficial owners of more than 5
percent of the outstanding Common Stock of the Company:

Title of Name of Number of Shares Percent of
Class Beneficial Owner Beneficially Owned Class
---------- ---------------- ------------------ --------
Common Mari H. George 2,691,469 9.03%
Common Anton H. George 2,415,603 8.11%
Common Katherine M. George 2,122,133 7.12%
Common Laura L. George 2,415,603 8.11%
Common Nancy L. George 2,123,184 7.12%
Common M. Josephine George 2,119,193 7.11%

The number of shares held beneficially by Mari H. George, Anton H. George,
Katherine M. George, Nancy L. George and M. Josephine George each includes
2,113,247 shares held by Hulman & Company as to which each, as a director of
Hulman & Company, may be deemed to share voting power and investment power. The
number of shares held beneficially by Mari H. George and Anton H. George each
includes 289,864 shares held by Rose-Hulman Institute of Technology
("Rose-Hulman") as to which Anton H. George, as a member of the Investment
Management Committee of the Board of Trustees of Rose-Hulman, and as to which
Mari H. George, as a member of the Board of Trustees, may be deemed to share
voting power and investment power, and as to which each disclaims beneficial
ownership. Laura L. George is the wife of Anton H. George, and the shares listed
for her are those beneficially owned by Mr. George. Laura L. George disclaims
beneficial ownership of all such shares. The information furnished here
regarding beneficial ownership is derived from the Schedule 13D, as amended most
recently on June 29, 1994, filed by the Hulman Interests with the Securities and
Exchange Commission, and Forms 3, 4 and 5 filed through September 30, 1999. The
filing of the Schedule 13D by the Hulman Interests did not affirm the existence
of a "group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934 or the regulations promulgated under it.

The following table sets forth the number of shares of Common Stock of the
Company beneficially owned by the directors, the chief executive officer, the
five additional named executive officers, and all directors and executive
officers as a group, as of September 30, 1999. Except as otherwise indicated,
each individual has sole voting and investment power with respect to the shares
listed below.

Name of Individuals or Identity of Group Shares Owned Beneficially (1)
---------------------------------------- -----------------------------
ANTHONY E. ARD 27,229 (2)(3)
Indianapolis, Indiana
PAUL T. BAKER 48,471 (2)
Indianapolis, Indiana
CARL L. CHAPMAN 21,054 (2)(4)
Indianapolis, Indiana
NIEL C. ELLERBROOK 49,021 (2)(5)
Indianapolis, Indiana
L. A. FERGER 137,529 (2)(7)
Indianapolis, Indiana
ANTON H. GEORGE 2,415,603 (1)(6)
Indianapolis, Indiana
TIMOTHY M. HEWITT 17,161 (2)(3)(4)
Indianapolis, Indiana
DON E. MARSH 9,287 (6)
Indianapolis, Indiana
WILLIAM G. MAYS 1,395 (6)
Indianapolis, Indiana
J. TIMOTHY MCGINLEY 2,311 (6)
Indianapolis, Indiana
RICHARD P. RECHTER 11,676 (3)(6)
Bloomington, Indiana
JAMES C. SHOOK 57,488 (6)(8)
Lafayette, Indiana
JEAN L. WOJTOWICZ 2,472 (6)
Indianapolis, Indiana
JOHN E. WORTHEN 1,574 (6)
Muncie, Indiana
All directors and executive officers 2,802,271 (1)
as a group (14 persons)

(1) Except for Anton H. George, no director or executive officer owned
beneficially as of September 30, 1999, more than .46 percent of Common
Stock of the Company. Excluding Anton H. George, all directors and
executive officers owned beneficially an aggregate of 386,668 shares or
1.30 percent of Common Stock of the Company outstanding as of that date.
The beneficial ownership by Anton H. George of 2,415,603 shares or 8.11
percent of Common Stock of the Company is discussed above in "Voting
Securities".

(2) Includes shares awarded to Messrs. Ard, Baker, Chapman, Ellerbrook, Ferger
and Hewitt under the Company Executive Restricted Stock Plan, which are
subject to certain transferability restrictions and forfeiture provisions.

(3) Some or all of the shares owned by Messrs. Ard, Hewitt and Rechter are
owned jointly with their wives.

(4) As of May 1, 1998, when he returned to Investments on a full-time basis,
Mr. Chapman resumed his status as a named executive officer of Company.

(5) Includes 1,170 shares held by Mr. Ellerbrook's wife, and he disclaims
beneficial interest therein.

(6) Includes shares granted to non-employee directors under the Company
Directors Restricted Stock Plan, some of which shares are subject to
certain transferability restrictions and forfeiture provisions.

(7) Includes 77,571 shares held in a family limited partnership, in which Mr.
Ferger is a general partner and owns limited partnership interests. Mr.
Ferger shares voting and investment power over these shares with his wife.

(8) Includes 2,000 shares held by Mr. Shook's wife, and he disclaims beneficial
interest therein.

EXHIBIT INDEX

Exhibit No. Description Reference

2-A Agreement and Plan of Merger dated as Exhibit 2 to Indiana
of June 11, 1999, among Indiana Energy, Energy's Current Report on
Inc., SIGCORP, Inc. and Vectren Form 8-K dated as of June
Corporation. 11, 1999, and filed as of
June 15, 1999.

2-B Amendment No.1, dated December 14, 1999 Exhibit 2 to Indiana
to Agreement and Plan of Merger (Set Energy's Current Report on
forth in 2-A, above) Form 8-K dated as of
December 16,
1999, and filed
as of December
16, 1999.

2-C Asset Purchase Agreement dated December Exhibit 2 and 99.1 to
14, 1999 between Indiana Energy, Inc., Indiana Energy, Inc.
Dayton Power and Light Co., Inc. and Current Report on Form 8-K
Number -3CHK with commitment letter for dated as of December 14,
364-Day Credit Facility dated December 1999 and filed as of
16, 1999 December 28, 1999.

3-A Amended and Restated Articles of Exhibit 3-A to Indiana
Incorporation. Energy's Quarterly Report
on Form 10-Q for the
quarterly period ended
December 31, 1997.

3-B Amended and Restated Code of By-Laws. Exhibit 3-A to Indiana
Energy's Quarterly Report on Form
10-Q for the quarterly period
ended March 31, 1997.

4-A Applicable provisions of Indiana Exhibit 3-A to Indiana
Energy's Amended and Restated Articles Energy's 1993 Annual
of Incorporation, as amended, as set Report on Form 10-K.
forth as Exhibit 3-A above.

4-B Amended and Restated Rights Agreement Exhibit 1 to Indiana Energy's
between Indiana Energy and Continental Amendment to its Registration
Bank, N.A. (Now First Chicago Trust Statement on Form 8-A, filed
Company of New York), as Rights Agent, June 17, 1996.
including form of Right Certificate,
dated as of July 30, 1986, as amended
and restated as of December 8, 1989 and
as further amended and restated as of
May 31, 1996.

4-C Indenture dated February 1, 1991, Exhibit 4(a) to Indiana Gas
between Indiana Gas and Continental Company, Inc.'s Current Report on
Bank, National Association. Form 8-K dated February 1, 1991,
and filed February 15,1991;
First Supplemental Indenture thereto
dated as of February 15, 1991,
(incorporated by reference to
Exhibit 4(b) to Indiana Gas
Company, Inc.'s Current Report
on Form 8-K dated February
1, 1991, and filed February
15, 1991); Second
Supplemental Indenture thereto dated
as of September 15, 1991, (incorporated
by reference to Exhibit 4(b) to
Indiana Gas Company, Inc.'s
Current Report on Form 8-K
dated September 15, 1991, and
filed September 25, 1991); Third
Supplemental Indenture thereto dated
as of September 15, 1991 (incorporated
by reference to Exhibit 4(c) to
Indiana Gas Company, Inc.'s
Current Report on Form 8-K
dated September 15, 1991 and
filed September 25, 1991);
Fourth Supplemental Indenture
thereto dated as of December
2, 1992, (incorporated by reference to
Exhibit 4(b) to Indiana Gas
Company, Inc.'s Current Report
on Form 8-K dated December
1, 1992, and filed December
8, 1992); Officers'
Certificate pursuant to Section 301 of
the Indenture dated as of
April 5, 1995, (incorporated
by reference to Exhibit 4(a) to
Indiana Gas Company, Inc.'s
Current Report on Form 8-K
dated and filed April 5, 1995);
and Officers' Certificate
pursuant to Section 301 of
the Indenture dated as of
November 19, 1997
(incorporated by reference to
Exhibit 4 to Indiana Gas
Company, Inc.'s Report on Form
8-K dated November 19,
1997 and filed December 5,
1997); Officer's Certificate
pursuant to Section 301 of
the Indenture dated as of
August 13, 1999 (incorporated
by reference to Exhibit 4 to
Indiana Gas Company Inc.,'s
Current Report on Form 8-K
dated August 13, 1999, and
filed August 17, 1999.)

4-D Indiana Energy, Inc. Stock Option Exhibit 4.1 to Indiana
Agreement dated as of June 11, 1999. Energy's Current Report on
Form 8-K dated
as of June 11,
1999, and filed
as of June 15,
1999.

4-E SIGCORP, Inc. Stock Option Agreement Exhibit 4.2 to Indiana
dated as of June 11, 1999. Energy's Current Report on
Form 8-K dated
as of June 11,
1999, and filed
as of June 15,
1999.

10-A Employment Agreement between Indiana Exhibit 10-A to Indiana
Energy, Inc. and Lawrence A. Ferger, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-B Employment Agreement between Indiana Exhibit 10-B to Indiana
Energy, Inc. and Niel C. Ellerbrook, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-C Employment Agreement between Indiana Exhibit 10-C to Indiana
Energy, Inc. and Paul T. Baker, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-D Employment Agreement between Indiana Exhibit 10-D to Indiana
Energy, Inc. and Anthony E. Ard, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-E Employment Agreement between Indiana Exhibit 10-E to Indiana
Energy, Inc. and Carl L. Chapman, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-F Employment Agreement between Indiana Exhibit 10-F to Indiana
Energy, Inc. and Timothy M. Hewitt, Energy's Quarterly Report
effective January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-G Employment Agreement between Indiana Filed herewith.
Energy, Inc. and Jerome A. Benkert,
effective January 1, 1999.

10-H Employment Agreement between Indiana Filed herewith.
Energy, Inc. and Ronald E. Christian,
effective July 30, 1999.

10-I Indiana Energy, Inc. Unfunded Exhibit 10-G to Indiana
Supplemental Retirement Plan for a Energy's Quarterly Report
Select Group of Management Employees as on Form 10-Q for the
amended and restated effective December quarterly period ended
1, 1998. December 31, 1998.

10-J Indiana Energy, Inc. Nonqualified Exhibit 10-H to Indiana
Deferred Compensation Plan effective Energy's Quarterly Report
January 1, 1999. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-K Amendment to Indiana Energy, Inc. Executive Exhibit 10-I to Indiana
Restricted Stock Plan effective December Energy's Quarterly Report
1, 1998. on Form 10-Q for the
quarterly period ended
December 31, 1998.

10-L Indiana Energy, Inc. Annual Management Exhibit 10-D to Indiana
Incentive Plan effective October 1, Energy's 1987 Annual
1987. Report on Form 10-K.

10-M First Amendment to the Indiana Energy, Exhibit 10-Q to Indiana
Inc. Annual Management Incentive Plan Energy's 1998 Annual
(set forth in 10-L above) effective Report on Form 10-K.
October 1, 1997.

10-N Amendment to Indiana Energy, Inc. Directors' Exhibit 10-J to Indiana
Restricted Stock Plan, effective Energy's Quarterly Report
December 1, 1998. on Form 10-Q for the
quarterly period ended
December 31, 1998.

Exhibit No. Description Reference

10-O Fundamental Operating Agreement of Exhibit 10-B to Indiana
ProLiance Energy, LLC between IGC Energy's Quarterly Report
Energy, Inc. and Citizens By-Products on Form 10-Q for the
Coal Company, effective March 15, 1996. quarterly period ended
March 31, 1996.

10-P Formation Agreement among Indiana Exhibit 10-C to Indiana
Energy, Inc., Indiana Gas Company, Energy's Quarterly Report
Inc., IGC Energy, Inc., Indiana Energy on Form 10-Q for the
Services, Inc., Citizens Gas & Coke quarterly period ended
Utility, Citizens By-Products Coal March 31, 1996.
Company, Citizens Energy Services
Corporation, and ProLiance Energy, LLC,
effective March 15, 1996.

10-Q Gas Sales and Portfolio Administration Exhibit 10-C to Indiana
Agreement between Indiana Gas Company, Gas' Quarterly Report on
Inc. and ProLiance Energy, LLC, Form 10-Q for the
effective March 15, 1996, for services quarterly period ended
to begin April 1, 1996. March 31, 1996.

10-R Amended appendices to the Gas Sales and Exhibit 10-A to Indiana
Portfolio Administration Agreement between Gas' Quarterly Report on
Indiana Gas Company, Inc. and ProLiance Form 10-Q for the
Energy, LLC effective November 1, 1998. quarterly period ended
March 31, 1999.

10-S Amended appendices to the Gas Sales and Exhibit 10-V to Indiana
Portfolio Administration Agreement between Gas' 1999 Annual Report on
Indiana Gas Company, Inc. and ProLiance Form 10-K.
Energy, LLC, effective November 1, 1999.

10-T Indiana Energy, Inc. Executive Restricted Exhibit 10-O to Indiana
Stock Plan as amended and restated effective Energy, Inc.'s 1998 Annual
October 1, 1998 report on Form 10-K.

10-U Indiana Energy, Inc. Director's Restricted Exhibit 10-B to Indiana
Stock Plan as amended and restated effective Energy, Inc.'s Quarterly
May 1, 1997 Report on Form 10-Q for
the quarterly period ended
June 30, 1997.

21 Subsidiaries of Indiana Energy, Inc. Filed herewith.

23 Consent of Independent Public Accountants Filed herewith.

27 Financial Data Schedule Filed herewith.

EXHIBIT 21

State of Incorporation/
Organization

Subsidiaries of Indiana Energy,
Inc., (Parent) -

Indiana Gas Company, Inc. Indiana
Richmond Gas Corporation,
d/b/a Indiana Gas Company, Inc. Indiana
Terre Haute Gas Corporation,
d/b/a Indiana Gas Company, Inc. Indiana
IEI Services, LLC Indiana
IEI Capital Corp. Indiana
IEI Investments, Inc. Indiana
Energy Realty, Inc. Indiana
IGC Energy, Inc. Indiana
Indiana Energy Services, Inc. Indiana
ProLiance Energy, LLC Indiana
CIGMA, LLC Indiana
Energy Systems Group, LLC Indiana
Reliant Services, LLC Indiana
Energy Financial Group, Inc. Indiana
IEI Financial Services, LLC Indiana
IEI Synfuels, Inc. Indiana
Number-3CHK, Inc. Ohio