Exhibit 23.4




                    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 Southern Indiana Gas and Electric Company'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.