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 report dated  October 30,
1998,  included  in Indiana  Gas  Company,  Inc.'s  Form 10-K for the year ended
September  30,  1998,  and to  all  references  to our  Firm  included  in  this
Registration Statement.




                                                        /s/ ARTHUR ANDERSEN LLP
                                                            ARTHUR ANDERSEN LLP


Indianapolis, Indiana
June 30, 1999.