Exhibit 23.3




                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this  Registration  Statement of our report dated  January 24, 2001
included in Indiana Gas Company,  Inc.'s Form 10-K/A for the year ended December
31,  2000  and to all  references  to our  Firm  included  in this  Registration
Statement.


                                                        /s/ ARTHUR ANDERSEN LLP

                                                        ARTHUR ANDERSEN LLP


Indianapolis, Indiana,
September 18, 2001.