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                                                                   EXHIBIT 23.02
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
     As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of our report dated
February 16, 1995 appearing in the Annual Report on Form 10-K for the year ended
December 31, 1994 of United Cities Gas Company, and to all references to our
Firm included in this registration statement.
 
                                            ARTHUR ANDERSEN LLP
 
Nashville, Tennessee
February 23, 1996