EXHIBIT 12

        COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                  (In Thousands, Except Ratios)



                                   Twelve
                                Months Ended
                                 March 31,    Year Ended December 31
                                  2001(1)       2000(1)      1999
                                -----------   ----------  ---------
                                                 
Earnings:
  Net income                         $17,505      $11,209    $29,742
    Income taxes                       7,185        7,251     16,734
    Fixed charges (see below)         27,916       22,740     17,691
                                  ----------     --------   --------
       Total adjusted earnings       $52,606      $41,200    $64,167
                                  ----------     --------   --------
Fixed charges:
  Total interest expense             $27,585      $22,409    $16,969
  Interest component of rents            331          331        722
                                  ----------    ---------   --------
       Total fixed charges           $27,916      $22,740    $17,691
                                  ----------    ---------   --------
Ratio of earnings to fixed
charges                                  1.9          1.8        3.6
                                ============    =========  =========






                                          Year Ended December 31
                                         1998     1997(2)     1996
                                      ---------  ---------  --------
                                                   
Earnings:
  Net income                             $26,825    $13,648   $36,121
    Income taxes                          14,058      7,813    21,637
    Fixed charges (see below)             16,133     17,782    17,154
                                       ---------  ---------  --------
       Total adjusted earnings           $57,016    $39,243   $74,912
                                       ---------  ---------  --------
Fixed charges:
  Total interest expense                 $15,802    $17,049   $16,200
  Interest component of rents                331        733       954
                                       ---------  ---------  --------
       Total fixed charges               $16,133    $17,782   $17,154
                                       ---------  ---------  --------
Ratio of earnings to fixed charges           3.5        2.2       4.4
                                       =========  =========  ========







   (1)  Merger and integration related costs incurred for the
        twelve months ended March 31, 2001 and for the year
        ended December 31, 2000 totaled $3.7 million and $16.8
        million, respectively. These costs relate primarily to
        transaction costs, severance and other merger and
        acquisition integration activities.

        As a result of merger integration activities,
        management has identified certain information systems
        that are expected to be retired in 2001.  Accordingly,
        the useful lives of these assets have been shortened to
        reflect this decision. These information system assets
        are owned by a wholly owned subsidiary of Vectren and
        the fees allocated by the subsidiary for the use of
        these systems by Indiana Gas are reflected in operation
        and maintenance expenses in the accompanying financial
        statements. As a result of the shortened useful lives,
        additional fees were incurred by Indiana Gas.  For the
        twelve months ended March 31, 2001 and for the year
        ended December 31, 2000, these additional fees
        increased operation and maintenance $14.6 million and
        $11.4 million, respectively.

        In total, merger and integration related costs incurred
        for the twelve months ended March 31, 2001 and for the
        year ended December 31,2000 were $18.5 million ($12.4
        million after tax) and $28.2 million ($19.5 million
        after tax), respectively.  Before merger and
        integration charges, Indiana Gas' ratio of earnings to
        fixed charges for the twelve months ended March 31,
        2001 was 2.3 and for the year ended December 31, 2000
        was 2.7.

   (2)  The Indiana Gas Board of Directors authorized
        management to undertake the actions necessary and
        appropriate to restructure Indiana Gas 'operations and
        recognize a resulting restructuring charge of $39.5
        million ($24.5 million after tax) which included
        estimated costs related to involuntary workforce
        reductions.  Indiana Gas' ratio of earnings to fixed
        charges for 1997 before restructuring costs was 4.4.