SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                            ------------------------

                                    FORM 8-K

                             -----------------------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 19, 2001

                            INDIANA GAS COMPANY, INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                     INDIANA

                 (State or Other Jurisdiction of Incorporation)

         1-6494                                                    35-0793669
(Commission File Number)                       (IRS Employer Identification No.)


                              20 N.W. Fourth Street
                            Evansville, Indiana 47741
               (Address of Principal Executive Offices)(Zip Code)

       Registrant's Telephone Number, Including Area Code: (812) 465-5300





Item 5.  Other Events.

          Indiana Gas Company, Inc. (the "Company") hereby files an Underwriting
Agreement,  dated October 12, 2001,  Indenture  dated October 19, 2001 and First
Supplemental Indenture (including the Forms of Note and Guarantee) dated October
19,  2001,  attached  hereto  as  Exhibits  1,  4.1 and 4.2,  respectively,  and
incorporated  herein by  reference,  in  connection  with the  guarantee  by the
Company of $100,000,000  aggregate  principal  amount of 7 1/4% Senior Notes due
October 15, 2031,  issued by the Company's parent  corporation,  Vectren Utility
Holdings, Inc.


Item 7.   Financial Statements and Exhibits.

          The following exhibits are filed as part of this report:

          Exhibit 1 - Underwriting  Agreement,  dated October 12, 2001,  between
Vectren Utility Holdings,  Inc., Indiana Gas Company, Inc., Southern Indiana Gas
and Electric  Company,  Vectren Energy Delivery of Ohio, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.

          Exhibit 4.1 -  Indenture,  dated  October 19,  2001,  between  Vectren
Utility  Holdings,  Inc.,  Indiana Gas Company,  Inc.,  Southern Indiana Gas and
Electric  Company,  Vectren  Energy  Delivery of Ohio,  Inc. and U.S. Bank Trust
National Association.

          Exhibit 4.2 - First  Supplemental  Indenture,  dated October 19, 2001,
between Vectren Utility  Holdings,  Inc.,  Indiana Gas Company,  Inc.,  Southern
Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc. and U.S.
Bank Trust National Association.



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         INDIANA GAS COMPANY, INC.
                                         (Registrant)


Dated: October 19, 2001                 By: /s/ M. Susan Hardwick
                                            ----------------------------------
                                            M. Susan Hardwick
                                            Vice President and Controller