EXHIBIT 25


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1

       STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE


         CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2): [___]

                        FIRST TRUST NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

     United States                                    36-4046888
(Jurisdiction of Incorporation)            (I.R.S. Employer Identification No.)

11 E. Wacker Drive, Suite 3000
         Chicago, Illinois                                 60601
(Address of Principal Executive Offices)                 (Zip Code)

                              Mr. Steven E. Charles
                                 Vice President
                        First Trust National Association
                         11 E. Wacker Drive, Suite 3000
                             Chicago, Illinois 60601
                                 (312) 228-9418
            (Name, address and telephone number of agent for service)


                            INDIANA GAS COMPANY, INC.
               (Exact name of obligor as specified in its charter)

                  Indiana                              35-0793669
         (State of Incorporation)          (I.R.S. Employer Identification No.)

     1630 N. Meridian Street
        Indianapolis, Indiana                          46202
(Address of Principal Executive Offices)             (Zip Code)

                                 Debt Securities
                         (Title of Indenture Securities)

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                                     GENERAL

Item 1.           GENERAL INFORMATION

         Furnish the following information as to the Trustee:

         (a)      Name and address of each examining or supervising authority to
                  which it is subject.

                           Comptroller of the Currency
                           Washington, D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                           Yes

Item 2.           AFFILIATIONS WITH THE OBLIGOR

         If the  obligor is an  affiliate  of the  Trustee,  describe  each such
affiliation.

                           None.  See Note following Item 16.

Items 3-15.

                           Items 3 - 15 are not applicable  because, to the best
                           of the  Trustee's  knowledge,  the  obligor is not in
                           default  under any  Indenture  for which the  Trustee
                           acts as Trustee.

Item 16.          LIST OF EXHIBITS

         List  below  all  exhibits  filed  as  a  part  of  this  statement  of
eligibility.

                  1.       Copy of Articles of Incorporation.*

                  2.       Copy  of   Certificate   of   Authority  to  Commence
                           Business.**

                  3.       Authorization  of the Trustee to  exercise  corporate
                           trust  powers  (included  in  Exhibits  1 and  2;  no
                           separate instrument).**

                  4.       Copy of existing By-Laws.***

                  5.       Not applicable.

                  6.       The  consents  of the  Trustee  required  by  Section
                           321(b) of the Act.

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                  7.       Copy of the latest report of condition of the Trustee
                           published  pursuant to law or the requirements of its
                           supervising or examining authority.***

                  8.       Not applicable.

                  9.       Not applicable.
- --------

*        INCORPORATED BY REFERENCE TO FILE NUMBER 333-19025

**       INCORPORATED BY REFERENCE TO FILE NUMBER 33-64175

***      INCORPORATED BY REFERENCE TO FILE NUMBER 333-26727


                                      NOTE

         The answers to this  statement  insofar as such answers  relate to what
persons have been  underwriters  for any securities of the obligors within three
years prior to the date of filing this statement,  or what persons are owners of
10% or more of the voting  securities of the obligors or  affiliates,  are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such  information,  it cannot  accept any
responsibility therefor.


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                                                     SIGNATURE

         Pursuant to the  requirements  of the Trust  Indenture Act of 1939, the
Trustee, First Trust National Association, an Association organized and existing
under  the  laws of the  United  States,  has  duly  caused  this  statement  of
eligibility  to be  signed  on its  behalf by the  undersigned,  thereunto  duly
authorized, all in the City of Chicago and State of Illinois, on the 30th day of
October, 1997.


                                                FIRST TRUST NATIONAL ASSOCIATION



                                                /s/ Steven E. Charles
                                                --------------------------------
                                                Steven E. Charles
                                                Vice President


ATTEST:

/s/ David S. Vick
- ---------------------------------------
David S. Vick
Assistant Secretary





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                                                                       EXHIBIT 6

                                     CONSENT

         In accordance  with Section 321(b) of the Trust  Indenture Act of 1939,
the undersigned,  FIRST TRUST NATIONAL  ASSOCIATION hereby consents that reports
of examination of the  undersigned  by Federal,  State,  Territorial or District
authorities may be furnished by such  authorities to the Securities and Exchange
Commission upon its request therefor.


Dated: October 30, 1997

                                              FIRST TRUST NATIONAL ASSOCIATION


                                              /s/ Steven E. Charles
                                              ----------------------------------
                                              Steven E. Charles
                                              Vice President





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