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
$100,000,000,  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 27th day of January, 1999.


/s/ Paul T. Baker                                  /s/ Niel C. Ellerbrook
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Paul T. Baker                                       Niel C. Ellerbrook


/s/ Lawrence A. Ferger                             /s/ Otto N. Frenzel III
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Lawrence A. Ferger                                  Otto N. Frenzel III


/s/ William G. Mays                                /s/ J. Timothy McGinley
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William G. Mays                                     J. Timothy McGinley


/s/ John E. Worthen
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John E. Worthen