EXHIBIT 23(a)



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our reports dated October 25, 1996,
included  in the  Indiana  Gas  Company,  Inc.'s  Form  10-K for the year  ended
September  30,  1996,  and to  all  references  to our  Firm  included  in  this
registration statement.


                                                       /s/ Arthur Andersen LLP
                                                       ARTHUR ANDERSEN LLP

Indianapolis, Indiana,
October 29, 1997.













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