EXHIBIT 24



                            INDIANA GAS COMPANY, INC.

                            LIMITED POWER OF ATTORNEY

                    (To Sign and File Registration Statement)

         The undersigned  director and/or officer of INDIANA GAS COMPANY,  INC.,
an  Indiana  corporation  (the  "Company"),  which  intends  to  file  with  the
Securities and Exchange  Commission,  Washington,  D.C., under the provisions of
the Securities Act of 1933, as amended,  a Registration  Statement or Statements
and related  prospectus  for the  registration  of one or more new series of the
Company's  Debt  Securities in the aggregate  principal  amount of not to exceed
$95,000,000,  does  hereby  appoint  each of  Lawrence  A.  Ferger  and  Niel C.
Ellerbrook  as such person's true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's  name,  place  and  stead,  in any and  all  capacities,  to sign  said
Registration  Statement or  Statements  and related  prospectus  and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents and  purposes as such person  might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact  and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  the undersigned has executed this Limited Power of
Attorney this 30th day of October, 1997.

                                                 /s/ Paul T. Baker
                                                 -------------------------------

STATE OF INDIANA                            )
                                            )        SS:
COUNTY OF  Marion                           )

                                                                        
                                              
     SUBSCRIBED AND SWORN to before me, a notary  public,  by said Paul T. Baker
who did personally  appear and execute the above and foregoing  Limited Power of
Attorney on October 30, 1997. Witness my hand and Notarial Seal this 30th day of
October, 1997.


                                       /s/Mary Ellen Mires-Canada, Notary Public
                                       -----------------------------------------
My Commission Expires:                             (printed)
      9/14/98
- ----------------------

County of Residence:
      Marion
- ----------------------

                              [NOTARY PUBLIC SEAL]



                            INDIANA GAS COMPANY, INC.

                            LIMITED POWER OF ATTORNEY

                    (To Sign and File Registration Statement)

         The undersigned  director and/or officer of INDIANA GAS COMPANY,  INC.,
an  Indiana  corporation  (the  "Company"),  which  intends  to  file  with  the
Securities and Exchange  Commission,  Washington,  D.C., under the provisions of
the Securities Act of 1933, as amended,  a Registration  Statement or Statements
and related  prospectus  for the  registration  of one or more new series of the
Company's  Debt  Securities in the aggregate  principal  amount of not to exceed
$95,000,000,  does  hereby  appoint  each of  Lawrence  A.  Ferger  and  Niel C.
Ellerbrook  as such person's true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's  name,  place  and  stead,  in any and  all  capacities,  to sign  said
Registration  Statement or  Statements  and related  prospectus  and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents and  purposes as such person  might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact  and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  the undersigned has executed this Limited Power of
Attorney this 30th day of October, 1997.

                                                 /s/ Neil C. Ellerbrook
                                                 -------------------------------

STATE OF INDIANA                            )
                                            )        SS:
COUNTY OF  Marion                           )

                                                                        
                                              
     SUBSCRIBED  AND  SWORN  to  before  me, a notary  public,  by said  Neil C.
Ellerbrook who did personally appear and execute the above and foregoing Limited
Power of Attorney on October 30, 1997.  Witness my hand and  Notarial  Seal this
30th day of October, 1997.


                                       /s/Mary Ellen Mires-Canada, Notary Public
                                       -----------------------------------------
My Commission Expires:                             (printed)
      9/14/98
- ----------------------

County of Residence:
      Marion
- ----------------------

                              [NOTARY PUBLIC SEAL]



                            INDIANA GAS COMPANY, INC.

                            LIMITED POWER OF ATTORNEY

                    (To Sign and File Registration Statement)

         The undersigned  director and/or officer of INDIANA GAS COMPANY,  INC.,
an  Indiana  corporation  (the  "Company"),  which  intends  to  file  with  the
Securities and Exchange  Commission,  Washington,  D.C., under the provisions of
the Securities Act of 1933, as amended,  a Registration  Statement or Statements
and related  prospectus  for the  registration  of one or more new series of the
Company's  Debt  Securities in the aggregate  principal  amount of not to exceed
$95,000,000,  does  hereby  appoint  each of  Lawrence  A.  Ferger  and  Niel C.
Ellerbrook  as such person's true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's  name,  place  and  stead,  in any and  all  capacities,  to sign  said
Registration  Statement or  Statements  and related  prospectus  and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents and  purposes as such person  might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact  and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  the undersigned has executed this Limited Power of
Attorney this 30th day of October, 1997.

                                                 /s/ Loren K. Evans
                                                 -------------------------------

STATE OF INDIANA                            )
                                            )        SS:
COUNTY OF  Marion                           )

                                                                        
                                              
     SUBSCRIBED AND SWORN to before me, a notary public,  by said Loren K. Evans
who did personally  appear and execute the above and foregoing  Limited Power of
Attorney on October 30, 1997. Witness my hand and Notarial Seal this 30th day of
October, 1997.


                                       /s/Mary Ellen Mires-Canada, Notary Public
                                       -----------------------------------------
My Commission Expires:                             (printed)
      9/14/98
- ----------------------

County of Residence:
      Marion
- ----------------------

                              [NOTARY PUBLIC SEAL]



                            INDIANA GAS COMPANY, INC.

                            LIMITED POWER OF ATTORNEY

                    (To Sign and File Registration Statement)

         The undersigned  director and/or officer of INDIANA GAS COMPANY,  INC.,
an  Indiana  corporation  (the  "Company"),  which  intends  to  file  with  the
Securities and Exchange  Commission,  Washington,  D.C., under the provisions of
the Securities Act of 1933, as amended,  a Registration  Statement or Statements
and related  prospectus  for the  registration  of one or more new series of the
Company's  Debt  Securities in the aggregate  principal  amount of not to exceed
$95,000,000,  does  hereby  appoint  each of  Lawrence  A.  Ferger  and  Niel C.
Ellerbrook  as such person's true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's  name,  place  and  stead,  in any and  all  capacities,  to sign  said
Registration  Statement or  Statements  and related  prospectus  and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents and  purposes as such person  might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact  and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  the undersigned has executed this Limited Power of
Attorney this 30th day of October, 1997.

                                                 /s/ Lawrence A. Ferger
                                                 -------------------------------

STATE OF INDIANA                            )
                                            )        SS:
COUNTY OF  Marion                           )

                                                                        
                                              
     SUBSCRIBED  AND SWORN to before me, a notary  public,  by said  Lawrence A.
Ferger who did  personally  appear and execute the above and  foregoing  Limited
Power of Attorney on October 30, 1997.  Witness my hand and  Notarial  Seal this
30th day of October, 1997.


                                       /s/Mary Ellen Mires-Canada, Notary Public
                                       -----------------------------------------
My Commission Expires:                             (printed)
      9/14/98
- ----------------------

County of Residence:
      Marion
- ----------------------

                              [NOTARY PUBLIC SEAL]



                            INDIANA GAS COMPANY, INC.

                            LIMITED POWER OF ATTORNEY

                    (To Sign and File Registration Statement)

         The undersigned  director and/or officer of INDIANA GAS COMPANY,  INC.,
an  Indiana  corporation  (the  "Company"),  which  intends  to  file  with  the
Securities and Exchange  Commission,  Washington,  D.C., under the provisions of
the Securities Act of 1933, as amended,  a Registration  Statement or Statements
and related  prospectus  for the  registration  of one or more new series of the
Company's  Debt  Securities in the aggregate  principal  amount of not to exceed
$95,000,000,  does  hereby  appoint  each of  Lawrence  A.  Ferger  and  Niel C.
Ellerbrook  as such person's true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's  name,  place  and  stead,  in any and  all  capacities,  to sign  said
Registration  Statement or  Statements  and related  prospectus  and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents and  purposes as such person  might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact  and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  the undersigned has executed this Limited Power of
Attorney this 30th day of October, 1997.

                                                 /s/ Otto N. Frenzel
                                                 -------------------------------

STATE OF INDIANA                            )
                                            )        SS:
COUNTY OF  Marion                           )

                                                                        
                                              
     SUBSCRIBED AND SWORN to before me, a notary public, by said Otto N. Frenzel
who did personally  appear and execute the above and foregoing  Limited Power of
Attorney on October 30, 1997. Witness my hand and Notarial Seal this 30th day of
October, 1997.


                                       /s/Mary Ellen Mires-Canada, Notary Public
                                       -----------------------------------------
My Commission Expires:                             (printed)
      9/14/98
- ----------------------

County of Residence:
      Marion
- ----------------------

                              [NOTARY PUBLIC SEAL]



                            INDIANA GAS COMPANY, INC.

                            LIMITED POWER OF ATTORNEY

                    (To Sign and File Registration Statement)

         The undersigned  director and/or officer of INDIANA GAS COMPANY,  INC.,
an  Indiana  corporation  (the  "Company"),  which  intends  to  file  with  the
Securities and Exchange  Commission,  Washington,  D.C., under the provisions of
the Securities Act of 1933, as amended,  a Registration  Statement or Statements
and related  prospectus  for the  registration  of one or more new series of the
Company's  Debt  Securities in the aggregate  principal  amount of not to exceed
$95,000,000,  does  hereby  appoint  each of  Lawrence  A.  Ferger  and  Niel C.
Ellerbrook  as such person's true and lawful  attorney-in-fact  and agent,  with
full  power of  substitution  and  resubstitution,  for such  person and in such
person's  name,  place  and  stead,  in any and  all  capacities,  to sign  said
Registration  Statement or  Statements  and related  prospectus  and any and all
amendments thereto,  and to file the same, with all exhibits thereto,  and other
documents in connection  therewith,  with the Securities and Exchange Commission
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents and  purposes as such person  might or could do in person,
hereby ratifying and confirming all that said  attorney-in-fact  and agent, or a
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF,  the undersigned has executed this Limited Power of
Attorney this 30th day of October, 1997.

                                                 /s/ John E. Worthen
                                                 -------------------------------

STATE OF INDIANA                            )
                                            )        SS:
COUNTY OF  Marion                           )

                                                                        
                                              
     SUBSCRIBED AND SWORN to before me, a notary public, by said John E. Worthen
who did personally  appear and execute the above and foregoing  Limited Power of
Attorney on October 30, 1997. Witness my hand and Notarial Seal this 30th day of
October, 1997.


                                       /s/Mary Ellen Mires-Canada, Notary Public
                                       -----------------------------------------
My Commission Expires:                             (printed)
      9/14/98
- ----------------------

County of Residence:
      Marion
- ----------------------

                              [NOTARY PUBLIC SEAL]