UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For quarterly period ended June 30, 2002

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
----------------- -----------------

Commission file number 1-6494

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

INDIANA 35-0793669
--------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)

20 N.W. Fourth Street, Evansville, Indiana 47708
------------------------------------------------
(Address of principal executive offices and Zip Code)

(812) 491-4000
---------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock -Without par value 690.00001 August 1, 2002
------------------------------- ----------------- --------------
Class Number of shares Date

As of August 1, 2002, all shares outstanding of the Registrant's classes of
common stock were held by Vectren Corporation through its wholly owned
subsidiary, Vectren Utility Holdings, Inc.

Table of Contents
Item Page
Number Number
PART I. FINANCIAL INFORMATION
1 Financial Statements (Unaudited)
Indiana Gas Company, Inc.
Condensed Balance Sheets 1-2
Condensed Statements of Income 3
Condensed Statements of Cash Flows 4
Notes to Condensed Unaudited Financial Statements 5-9
2 Management's Discussion and Analysis of Results of
Operations and Financial Condition 10-16
3 Quantitative and Qualitative Disclosures About Market Risk 16

PART II. OTHER INFORMATION
1 Legal Proceedings 17
6 Exhibits and Reports on Form 8-K 17
Signatures 18
Certification Pursuant To 18 U.S.C. Section 1350, 19
As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

Definitions
As discussed in this Form 10-Q, the abbreviations
AFUDC means allowance for funds used during construction,
APB means Accounting Principles Board,
FASB means Financial Accounting Standards Board,
IDEM means Indiana Department of Environmental Management,
IURC means Indiana Utility Regulatory Commission,
MMDth means millions of dekatherms,
MMBTU means millions of British thermal units,
PUCO means Public Utilities Commission of Ohio, and
throughput means combined gas sales and gas transportation volumes

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

INDIANA GAS COMPANY, INC.
CONDENSED BALANCE SHEETS
(Unaudited - In thousands)

June 30, December 31,
2002 2001
- ------------------------------------------------- ---------- ----------
ASSETS

Utility Plant
Original cost $1,116,469 $1,094,349
Less: Accumulated depreciation & amortization 473,446 458,310
---------- ----------
Net utility plant 643,023 636,039
---------- ----------
Current Assets
Cash & cash equivalents 2,713 294
Accounts receivable-less reserves of $567 &
$987, respectively 26,571 49,788
Receivables from other Vectren companies 837 15,874
Accrued unbilled revenues 7,977 38,557
Inventories 3,827 15,341
Recoverable natural gas costs 32,456 34,497
Prepayments & other current assets 21,503 34,445
---------- ----------
Total current assets 95,884 188,796
---------- ----------

Investment in the Ohio operations 229,331 223,624
Other investments 1,800 1,734
Non-utility property-net 278 303
Regulatory assets 20,193 14,720
Other assets 8,891 9,652
---------- ----------
TOTAL ASSETS $ 999,400 $1,074,868
========== ==========

The accompanying notes are an integral part of these condensed financial
statements.

INDIANA GAS COMPANY, INC.
CONDENSED BALANCE SHEETS
(Unaudited - In thousands)

June 30, December 31,
2002 2001
- ----------------------------------------------- ----------- ------------
LIABILITIES & SHAREHOLDER'S EQUITY

Capitalization
Common shareholder's equity
Common stock (no par value) $ 242,995 $ 242,995
Retained earnings 84,369 75,927
Accumulated other comprehensive income (2,382) (2,382)
----------- -----------
Total common shareholder's equity 324,982 316,540
----------- -----------
Long-term debt-net of debt subject to tender
& current maturities 251,186 260,972
Long-term debt to VUHI 147,270 147,270
----------- -----------
Total capitalization 723,438 724,782
----------- -----------
Commitments & Contingencies (Notes 5-8)

Current Liabilities
Accounts payable 32,009 25,642
Accounts payable to affiliated companies 19,154 21,337
Payables to other Vectren companies 13,925 9,755
Accrued liabilities 35,413 42,757
Short-term borrowings to VUHI 48,209 134,298
Long-term debt subject to tender - 11,500
Current maturities of long-term debt 16,250 1,250
----------- -----------
Total current liabilities 164,960 246,539
----------- -----------

Deferred Income Taxes & Other Liabilities
Deferred income taxes 58,664 50,970
Deferred credits & other liabilities 52,338 52,577
----------- -----------
Total deferred income taxes & other liabilities 111,002 103,547
----------- -----------
TOTAL LIABILITIES & SHAREHOLDER'S EQUITY $ 999,400 $ 1,074,868
=========== ===========

The accompanying notes are an integral part of these condensed financial
statements.

INDIANA GAS COMPANY, INC.
CONDENSED STATEMENTS OF INCOME
(Unaudited - In thousands)

Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------------
2002 2001 2002 2001
- ---------------------------------- --------- --------- --------- ---------

OPERATING REVENUES $ 83,611 $ 91,106 $ 281,508 $ 379,078
COST OF GAS 45,469 51,383 172,229 266,621
--------- --------- --------- ---------
GAS OPERATING MARGIN 38,142 39,723 109,279 112,457
--------- --------- --------- ---------
OPERATING EXPENSES
Other operating 19,437 27,349 39,698 53,889
Merger & integration costs - - - 301
Restructuring costs - 5,356 - 5,356
Depreciation & amortization 10,179 9,826 20,157 19,622
Income taxes (1,780) (5,629) 8,340 903
Taxes other than income taxes 3,396 3,914 8,311 9,683
--------- --------- --------- ---------
Total operating expenses 31,232 40,816 76,506 89,754
--------- --------- --------- ---------
OPERATING INCOME (LOSS) 6,910 (1,093) 32,773 22,703

OTHER INCOME
Equity in earnings of the Ohio
operations-net of tax 540 (1,213) 5,707 1,673
Other-net 200 155 602 (920)
--------- --------- --------- ---------
Total other income 740 (1,058) 6,309 753
--------- --------- --------- ---------
Interest expense 7,855 9,412 16,032 19,892
--------- --------- --------- ---------
NET INCOME (LOSS) $ (205) $ (11,563) $ 23,050 $ 3,564
========= ========= ========= =========

The accompanying notes are an integral part of these condensed financial
statements

INDIANA GAS COMPANY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited - In thousands)

Six Months
Ended June 30,
----------------------
2002 2001
- ------------------------------------------ --------- ---------
NET CASH FLOWS FROM OPERATING ACTIVITIES $ 134,405 $ 56,749
--------- ---------
CASH FLOWS (REQUIRED FOR) FINANCING ACTIVITIES

Proceeds from additional capital contribution - 100,000
Requirements for:
Dividends on common stock (14,608) (14,969)
Retirement of long-term debt (6,286) (6,940)
Net change in short-term borrowings to VUHI (86,089) (117,390)
NET CASH FLOWS (REQUIRED FOR) --------- ---------
FINANCING ACTIVITIES (106,983) (39,299)
--------- ---------
CASH FLOWS (REQUIRED FOR) INVESTING ACTIVITIES

Capital expenditures (25,003) (19,313)
Other investments - 1,669
--------- ---------
NET CASH FLOWS (REQUIRED FOR)
INVESTING ACTIVITIES (25,003) (17,644)
--------- ---------

Net increase in cash & cash equivalents 2,419 (194)
Cash & cash equivalents at beginning of period 294 300
--------- ---------
Cash & cash equivalents at end of period $ 2,713 $ 106
========= =========

The accompanying notes are an integral part of these condensed financial
statements.

INDIANA GAS COMPANY, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)

1. Organization and Nature of Operations

Overview
Indiana Gas Company, Inc. (the Company or Indiana Gas), an Indiana corporation,
provides natural gas distribution and transportation services to a diversified
customer base in 311 communities in 49 of Indiana's 92 counties. Indiana Gas is
a direct, wholly owned subsidiary of Vectren Utility Holdings, Inc. (VUHI). VUHI
is a direct, wholly owned subsidiary of Vectren Corporation (Vectren).

Vectren was organized on June 10, 1999 solely for the purpose of effecting the
merger of Indiana Energy, Inc. (Indiana Energy) and SIGCORP, Inc. (SIGCORP). On
March 31, 2000, the merger of Indiana Energy with SIGCORP and into Vectren was
consummated with a tax-free exchange of shares and has been accounted for as a
pooling-of-interests in accordance with APB Opinion No. 16 "Business
Combinations."

Vectren's wholly owned subsidiary, VUHI, serves as the intermediate holding
company for its three operating public utilities: Indiana Gas, formerly a wholly
owned subsidiary of Indiana Energy, Inc., Southern Indiana Gas and Electric
Company (SIGECO), formerly a wholly owned subsidiary of SIGCORP, Inc., and the
Ohio operations. Both Vectren and VUHI are exempt from registration pursuant to
Section 3(a)(1) and 3(c) of the Public Utility Holding Company Act of 1935.

Investment in the Gas Distribution Assets of The Dayton Power and Light Company

On October 31, 2000, Vectren acquired the natural gas distribution assets of The
Dayton Power and Light Company (DP&L) for approximately $465.0 million as a
tenancy in common through two separate wholly owned subsidiaries. Vectren Energy
Delivery of Ohio, Inc. (VEDO) holds a 53% undivided ownership interest in the
assets, and Indiana Gas holds a 47% undivided ownership interest. VEDO is the
operator of the assets, and these assets are referred to as "the Ohio
operations." Indiana Gas' ownership is accounted for on the equity method in
accordance with APB Opinion No. 18, "The Equity Method of Accounting for
Investments in Common Stock." Its ownership interest is included in investment
in the Ohio operations, and its interest in the results of operations is
included in equity in earnings of the Ohio operations. The Ohio operations are a
significant subsidiary of Indiana Gas that provide natural gas distribution and
transportation services to Dayton, Ohio, and 87 other communities in 17 counties
in west central Ohio.

2. Basis of Presentation

The interim condensed financial statements included in this report have been
prepared by the Company, without audit, as provided in the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
omitted as provided in such rules and regulations. The Company believes that the
information in this report reflects all adjustments necessary to fairly state
the results of the interim periods reported. These condensed financial
statements and related notes should be read in conjunction with the Company's
audited annual financial statements for the year ended December 31, 2001 filed
on Form 10-K. Because of the seasonal nature of the Company's operations, the
results shown on a quarterly basis are not necessarily indicative of annual
results.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the statements
and the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

Certain reclassifications have been made to prior period condensed financial
statements to conform with the current year classification. These
reclassifications have no impact on previously reported net income.

3. Investment in the Ohio Operations

Unaudited summarized financial information of the Ohio operations for the three
and six months ended June 30, 2002 and 2001 is presented below.

Three Months Six Months
Ended June 30, Ended June 30,
------------------- -------------------
In thousands 2002 2001 2002 2001
-------- -------- -------- --------
Operating revenues $ 42,260 $ 51,341 $168,162 $234,308
Gas operating margin 16,997 12,459 56,851 47,972
Operating income (loss) 1,501 (3,182) 12,453 3,477
Net income (loss) 1,149 (2,581) 12,143 3,559

Interest costs arising from financing arrangements utilized to purchase the Ohio
operations are not reflected in the above summarized financial information. Had
the financing arrangements of Indiana Gas and VEDO used to facilitate the
acquisition been pushed down to the Ohio operations, the net loss would have
been $1.0 million and $6.5 million, respectively, for the three months ended
June 30, 2002 and 2001. For the six months ended June 30, 2002 and 2001, net
income would have been $7.5 million and the net loss would have been $5.2
million, respectively.

4. Impact of Recently Issued Accounting Guidance

SFAS 142
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets" (SFAS 142). The Company adopted the provisions of SFAS 142, as required
on January 1, 2002. SFAS 142 changed the accounting for goodwill from an
amortization approach to an impairment-only approach. Thus, amortization of
goodwill that is not included as an allowable cost for rate-making purposes
ceased upon adoption of this statement. Goodwill is to be tested for impairment
at a reporting unit level at least annually.

SFAS 142 also required the initial impairment review of all goodwill within six
months of the adoption date. The impairment review consisted of a comparison of
the fair value of a reporting unit to its carrying amount. If the fair value of
a reporting unit is less than its carrying amount, an impairment loss would be
recognized. Results of the initial impairment review were to be treated as a
change in accounting principle in accordance with APB Opinion No. 20 "Accounting
Changes." An impairment loss recognized as a result of an impairment test
occurring after the initial impairment review is to be reported as a part of
operations. SFAS 142 also changed certain aspects of accounting for other
intangible assets; however, the Company does not have any significant other
intangible assets.

A component of equity in earnings of the Ohio operations was amortization of
goodwill. As required by SFAS 142, amortization of goodwill relating to the
Company's investment in the Ohio operations, which approximated $2.3 million per
year, ceased on January 1, 2002. The initial impairment review performed within
six months of the adoption of SFAS 142 was completed and resulted in no
impairment.

SFAS 144
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 develops one accounting
model for all impaired long-lived assets and long-lived assets to be disposed
of. SFAS 144 replaces the existing authoritative guidance in FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and certain aspects of APB Opinion No. 30, "Reporting
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business."

This new accounting model retains the framework of SFAS 121 and requires that
those impaired long-lived assets and long-lived assets to be disposed of be
measured at the lower of carrying amount or fair value (less cost to sell for
assets to be disposed of), whether reported in continuing operations or in
discontinued operations. Therefore, discontinued operations are no longer
measured at net realizable value or include amounts for operating losses that
have not yet occurred.

SFAS 144 also broadens the reporting of discontinued operations to include all
components of an entity with operations that can be distinguished from the rest
of the entity and that will be eliminated from the ongoing operations of the
entity in a disposal transaction.

The adoption of SFAS 144 on January 1, 2002 did not materially impact
operations.

SFAS 143
In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 requires entities to record the fair value of
a liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value, and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. SFAS 143 is effective for fiscal years
beginning after June 15, 2002, with earlier application encouraged. The Company
is currently evaluating the impact that SFAS 143 will have on its operations.

5. Transactions with Other Vectren Companies

Support Services & Purchases
Vectren and certain subsidiaries of Vectren have provided corporate, general and
administrative services to the Company including legal, finance, tax, risk
management and human resources. The costs have been allocated to the Company
using various allocators, primarily number of employees, number of customers
and/or revenues. Management believes that the allocation methodology is
reasonable and approximates the costs that would have been incurred had the
Company secured those services on a stand-alone basis. For the three months
ended June 30, 2002 and 2001, amounts billed by other wholly owned subsidiaries
of Vectren to the Company were $21.6 million and $17.2 million, respectively.
For the six months ended June 30, 2002 and 2001, amounts billed by other wholly
owned subsidiaries of Vectren to the Company were $35.9 million and $36.6
million, respectively.

Cash Management & Borrowing Arrangements
The Company participates in a centralized cash management program with Vectren,
other wholly owned subsidiaries, and banks which permits funding of checks as
they are presented.

Guarantees of Parent Company Debt
Vectren's three operating utility companies, Indiana Gas, VEDO, and SIGECO are
guarantors of VUHI's $325 million commercial paper program, of which $116.2
million is outstanding at June 30, 2002 and VUHI's $350.0 million unsecured
senior notes outstanding at June 30, 2002. These guarantees are full and
unconditional and joint and several. VUHI has no significant independent assets
or operations other than the assets and operations of these operating utility
companies.

6. Transactions with Vectren Affiliates

ProLiance Energy, LLC (ProLiance), a nonregulated, energy marketing affiliate of
Vectren and Citizens Gas and Coke Utility (Citizens Gas), began providing
natural gas and related services to Indiana Gas, Citizens Gas, and others in
April 1996. ProLiance also provides services to the Ohio operations and began
providing service to SIGECO in 2002. ProLiance's primary business is optimizing
the gas portfolios of utilities and providing services to large end use
customers.

Regulatory Matters
The sale of gas and provision of other services to Indiana Gas and SIGECO by
ProLiance is subject to regulatory review through the quarterly gas cost
adjustment (GCA) process administered by the IURC. The sale of gas and provision
of other services to the Ohio operations by ProLiance is subject to regulatory
review through the quarterly gas cost recovery (GCR) process administered by the
PUCO.

Specific to the sale of gas and provision of other services to Indiana Gas by
ProLiance, on September 12, 1997, the IURC issued a decision finding the gas
supply and portfolio administration agreements between ProLiance and Indiana Gas
and ProLiance and Citizens Gas to be consistent with the public interest and
that ProLiance is not subject to regulation by the IURC as a public utility. The
IURC's decision reflected the significant gas cost savings to customers obtained
through ProLiance's services and suggested that all material provisions of the
agreements between ProLiance and the utilities are reasonable. Nevertheless,
with respect to the pricing of gas commodity purchased from ProLiance, the price
paid by ProLiance to the utilities for the prospect of using pipeline
entitlements if and when they are not required to serve the utilities' firm
customers, and the pricing of fees paid by the utilities to ProLiance for
portfolio administration services, the IURC concluded that additional review in
the GCA process would be appropriate and directed that these matters be
considered further in the pending, consolidated GCA proceeding involving Indiana
Gas and Citizens Gas.

In 2001, the IURC commenced processing the GCA proceeding regarding the three
pricing issues. The IURC indicated that it would consider the prospective
relationship of ProLiance with the utilities in this proceeding. On April 23,
2002, Indiana Gas and Citizens Gas, together with the Office of Utility Consumer
Counselor and other consumer parties, entered into and filed with the IURC an
agreement in principle setting forth the terms for resolution of all pending
regulatory issues related to ProLiance. The parties submitted for IURC approval
a final settlement on June 4, 2002. On July 23, 2002, the IURC approved the
settlement filed by the parties. Any appeal of the IURC's approval order must be
filed by August 23, 2002. The GCA proceeding has been concluded and new supply
agreements between Indiana Gas, SIGECO, Citizens Gas, and ProLiance have been
approved and extended through March 31, 2007. All payments to be made pursuant
to the settlement will be paid by Vectren. Therefore, there is no impact to
Indiana Gas' earnings as a result of the final settlement.

Transactions with ProLiance
Purchases from ProLiance for resale and for injections into storage for the
three months ended June 30, 2002 and 2001 totaled $63.7 million and $84.9
million, respectively; and for the six months ended June 30, 2002 and 2001
totaled $143.6 million and $251.1 million, respectively. Amounts owed to
ProLiance at June 30, 2002 and December 31, 2001 for those purchases were $18.9
million and $20.4 million, respectively, and are included in accounts payable to
affiliated companies. Amounts charged by ProLiance for gas supply services are
set forth by supply agreements with the utility.

7. Commitments & Contingencies

The Company is party to various legal and regulatory proceedings arising in the
normal course of business. In the opinion of management there are no legal
proceedings pending against the Company that are likely to have a material
adverse effect on its financial position or results of operations. See Note 6
regarding ProLiance Energy, LLC and Note 8 regarding environmental matters.

8. Environmental Matters

In the past, the Company and others operated facilities for the manufacture of
gas. Given the availability of natural gas transported by pipelines, these
facilities have not been operated for many years. Under currently applicable
environmental laws and regulations, the Company and others may now be required
to take remedial action if certain byproducts are found above the regulatory
thresholds at these sites.

The Company has identified the existence, location and certain general
characteristics of 26 gas manufacturing and storage sites for which it may have
some remedial responsibility. The Company has completed a remedial
investigation/feasibility study (RI/FS) at one of the sites under an agreed
order between the Company and the IDEM, and a Record of Decision was issued by
the IDEM in January 2000. Although the Company has not begun an RI/FS at
additional sites, the Company has submitted several of the sites to the IDEM's
Voluntary Remediation Program and is currently conducting some level of remedial
activities including groundwater monitoring at certain sites where deemed
appropriate and will continue remedial activities at the sites as appropriate
and necessary.

In conjunction with data compiled by expert consultants, the Company has accrued
the estimated costs for further investigation, remediation, groundwater
monitoring and related costs for the sites. While the total costs that may be
incurred in connection with addressing these sites cannot be determined at this
time, the Company has recorded costs that it reasonably expects to incur
totaling approximately $20.4 million.

The estimated accrued costs are limited to the Company's proportionate share of
the remediation efforts. Indiana Gas has arrangements in place for 19 of the 26
sites with other potentially responsible parties (PRP), which serve to limit the
Company's share of response costs at these 19 sites to between 20% and 50%.

With respect to insurance coverage, the Company has received and recorded
settlements from all known insurance carriers in an aggregate amount
approximating $20.4 million.

Environmental matters related to manufactured gas plants have had no material
impact on earnings since costs recorded to date approximate PRP and insurance
settlement recoveries. While the Company has recorded all costs which it
presently expects to incur in connection with activities at these sites, it is
possible that future events may require some level of additional remedial
activities which are not presently foreseen.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

Description of the Business

Indiana Gas Company, Inc. (the Company or Indiana Gas), an Indiana corporation,
provides natural gas distribution and transportation services to a diversified
customer base in 311 communities in 49 of Indiana's 92 counties. Indiana Gas is
a direct, wholly owned subsidiary of Vectren Utility Holdings, Inc. (VUHI). VUHI
is a direct, wholly owned subsidiary of Vectren Corporation (Vectren).

Investment in the Gas Distribution Assets of The Dayton Power and Light Company

Results of Operations

Three Months Six Months
Ended June 30, Ended June 30,
-------------------- -------------------
In thousands 2002 2001 2002 2001
- ------------------------------------------ -------- -------- -------- --------

Net income (loss), as reported $ (205) $(11,563) $ 23,050 $ 3,564
Merger and integration costs-net of tax - 1,572 - 3,580
Restructuring costs-net of tax - 3,325 - 3,325
-------- -------- -------- --------
Net income (loss) before nonrecurring items $ (205) $ (6,666) $ 23,050 $ 10,469
======== ======== ======== ========

Net Income (Loss)

For the three months ended June 30, 2002, the net loss decreased $11.4 million
and for the six months net income increased $19.5 million due primarily to
merger synergies, the reduction in costs incurred in 2001 due to higher gas
costs and the completion of merger and restructuring activities and related
costs. The three-month period was also favorably impacted by weather, but warmer
weather in the six-month period negatively impacted earnings.

New Accounting Principles

SFAS 142

In July 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
142, "Goodwill and Other Intangible Assets" (SFAS 142). The Company adopted the
provisions of SFAS 142, as required on January 1, 2002. SFAS 142 changed the
accounting for goodwill from an amortization approach to an impairment-only
approach. Thus, amortization of goodwill that is not included as an allowable
cost for rate-making purposes ceased upon adoption of this statement. Goodwill
is to be tested for impairment at a reporting unit level at least annually.

SFAS 144

In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS 144). SFAS 144 develops one accounting
model for all impaired long-lived assets and long-lived assets to be disposed
of. SFAS 144 replaces the existing authoritative guidance in FASB Statement No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and certain aspects of APB Opinion No. 30, "Reporting
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business."

The adoption of SFAS 144 on January 1, 2002 did not materially impact
operations.

SFAS 143

In July 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations" (SFAS 143). SFAS 143 requires entities to record the fair value of
a liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value, and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. SFAS 143 is effective for fiscal years
beginning after June 15, 2002, with earlier application encouraged. The Company
is currently evaluating the impact that SFAS 143 will have on its operations.

Significant Fluctuations

Gas Operating Margin

Gas operating margin for the three months ended June 30, 2002 was favorably
impacted by customer growth and weather considerably cooler during April and May
than in the prior year. The effects of cooler weather and customer growth
resulted in an overall 11% increase in total throughput to 20.0 MMDth in 2002
from 18.0 MMDth in 2001. However, the timing of the cooler weather and other
adjustments offset these factors, resulting in an overall 4.0% decrease in
margin when compared to the prior year.

Total cost of gas sold was $45.5 million for the three months ended June 30,
2002 and $51.4 million in 2001. Total cost of gas sold decreased $5.9 million,
or 12%, during 2002 compared to 2001, primarily due to a return to lower gas
prices. The total average cost per dekatherm of gas purchased for the three
months ended June 30, 2002 was $4.91 compared to $6.37 for the same period in
2001.

Gas operating margin for the six months ended June 30, 2002 of $109.3 million
decreased $3.2 million, or 3%, compared to 2001 due principally to warmer
weather compared to the prior year during the peak heating season. Gas operating
margin was also favorably impacted by customer growth and increased throughput,
due principally to increased transported gas. Overall, throughput increased 1%
to 64.2 MMDth in 2002 from 63.7 MMDth in 2001.

Total cost of gas sold was $172.2 million for the six months ended June 30, 2002
and $266.6 million in 2001. Total cost of gas sold decreased $94.4 million, or
35%, during 2002 compared to 2001, primarily due to a return to lower gas
prices. The total average cost per dekatherm of gas purchased for the six months
ended June 30, 2002 was $4.51 compared to $7.13 for the same period in 2001.

Operating Expenses

Other Operating
Other operating expenses decreased $7.9 million, or 29%, for the three months
ended June 30, 2002 and $14.2 million, or 26% for the six months compared to the
prior year. The decrease results from lower charges for the use of corporate
assets related to those assets which had useful lives shortened as a result of
the merger, merger synergies, and less uncollectible accounts expense.
Uncollectible accounts expense in 2001 was higher due to increased customer
account balances as a result of the extraordinarily high gas costs experienced
in 2001.

Income Tax Expense
Federal and state income taxes increased $3.8 million and $7.4 million for the
three and six months ended June 30, 2002, respectively, compared to the prior
year. The increase results from primarily higher pre-tax earnings and a small
increase in the effective tax rate.

Taxes Other Than Income Taxes
Taxes other than income taxes decreased $0.5 million and $1.4 million for the
three and six months ended June 30, 2002, respectively, compared to the prior
year due to lower gross receipts and excise taxes as a result of lower gas
costs.

Other Income (Expense)

Equity in Earnings of the Ohio Operations
The Company has a 47% undivided interest in the Ohio operations. Equity in
earnings of the Ohio operations represents the Company's portion of the Ohio
operations' net income. The increase is attributable to the return of lower gas
prices and increased revenues from rate recovery riders for excise taxes and
Percentage of Income Payment Plan customers.

Other - Net
Other - net increased $1.5 million for the six months ended June 30, 2002
compared to 2001. In 2001, contributions were made to low income heating
assistance programs to assist customers with their increased utility bills
reflecting higher gas costs.

Interest Expense

Interest expense decreased by $1.6 million and $3.9 million for the three and
six months ended June 30, 2002, respectively, when compared to the prior year.
The decrease is due to lower interest rates on adjustable rate debt and lower
outstanding debt balances. The reduced debt outstanding is due primarily to
decreased working capital requirements resulting from a return to lower gas
prices.

Environmental Matters

With respect to insurance coverage, the Company has received and recorded
settlements from all known insurance carriers in an aggregate amount
approximating $20.4 million.

Regulatory Matters

Financial Condition

The Company's equity capitalization objective is 40-55% of total capitalization.
This objective may have varied, and will vary, depending on particular business
opportunities and seasonal factors that affect the Company's operation. The
Company's equity component was 44% and 43% of total capitalization, including
current maturities of long-term debt and long-term debt subject to tender at
June 30, 2002 and December 31, 2001, respectively.

Short-term cash working capital is required primarily to finance customer
accounts receivable, unbilled utility revenues resulting from cycle billing, gas
in underground storage, prepaid gas delivery services, capital expenditures, and
investments until permanently financed.

The Company expects the majority of its capital expenditures and debt security
redemptions to be provided by internally generated funds.

The Company's credit ratings on outstanding senior unsecured debt at June 30,
2002 are A-/A2 as rated by Standard and Poor's and Moody's, respectively.

Cash Flow from Operations

The Company's primary source of liquidity to fund working capital requirements
has been cash generated from operations, which totaled approximately $134.4
million and $56.7 million for the six months ended June 30, 2002 and 2001,
respectively.

Cash flow from operations increased $77.7 million during the six months ended
June 30, 2002 compared to 2001 due to favorable changes in working capital, as a
result of the return to lower gas costs and increased earnings.

Financing Activities

Sources & Uses of Liquidity

The Company has no short-term borrowing arrangements with third parties and
relies entirely on the short-term borrowing arrangements of VUHI for short-term
working capital needs. Borrowings outstanding at June 30, 2002 were $48.2
million. The intercompany credit line totals $325 million, but is limited to
VUHI's available capacity ($208.8 million at June 30, 2002) and is subject to
the same terms and conditions as VUHI's commercial paper program.

During the six months ended June 30, 2002, $1.3 million of long term debt was
paid as scheduled, and put provisions totaling $5.0 million were exercised.
Other put provisions on long-term debt totaling $6.5 million expired unexercised
during the quarter and have been reclassified as long-term debt.

Vectren's three operating utility companies, Indiana Gas, VEDO, and SIGECO are
guarantors of VUHI's $325 million commercial paper program, of which $116.2
million is outstanding at June 30, 2002 and VUHI's $350.0 million unsecured
senior notes outstanding at June 30, 2002. VUHI has no significant independent
assets or operations other than the assets and operations of these operating
utility companies. These guarantees are full and unconditional and joint and
several. Ratings triggers on VUHI's commercial paper program existing at
December 31, 2001, were removed as the facility was renewed during 2002.

Financing Cash Flow
Cash flow required for financing activities of $107.0 million for the six months
ended June 30, 2002 includes $92.4 million of reductions in borrowings and $14.6
million of common stock dividends paid to VUHI. This $67.7 million increase in
cash required for financing activities when compared to the six months ended
June 30, 2001 results from a $100.0 million capital contribution in 2001 from
VUHI to permanently finance the investment in the Ohio operations.

Capital Expenditures & Other Investment Activities

Cash flow required for investing activities increased during the six months
ended June 30, 2002 compared to 2001 by $7.4 million. The increase in cash
requirements is due to more additions to utility plant.

Forward-Looking Information

A "safe harbor" for forward-looking statements is provided by the Private
Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of
1995 was adopted to encourage such forward-looking statements without the threat
of litigation, provided those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Certain matters described in Management's Discussion
and Analysis of Results of Operations and Financial Condition are
forward-looking statements. Such statements are based on management's beliefs,
as well as assumptions made by and information currently available to
management. When used in this filing, the words "believe," "anticipate,"
"endeavor," "estimate," "expect," "objective," "projection," "forecast," "goal,"
and similar expressions are intended to identify forward-looking statements. In
addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements, factors that could cause the
Company's actual results to differ materially from those contemplated in any
forward-looking statements included, among others, the following:

|X| Factors affecting utility operations such as unusual weather
conditions; catastrophic weather-related damage; unusual maintenance
or repairs; unanticipated changes to gas supply costs, or availability
due to higher demand, shortages, transportation problems or other
developments; environmental or pipeline incidents; transmission or
distribution incidents; or availability due to demand, shortages,
transmission problems or other developments; or gas pipeline system
constraints.

|X| Increased competition in the energy environment including effects of
industry restructuring and unbundling.

|X| Regulatory factors such as unanticipated changes in rate-setting
policies or procedures, recovery of investments and costs made under
traditional regulation, and the frequency and timing of rate
increases.

|X| Financial or regulatory accounting principles or policies imposed by
the Financial Accounting Standards Board, the Securities and Exchange
Commission, the Federal Energy Regulatory Commission, state public
utility commissions, state entities which regulate natural gas
transmission, gathering and processing, and similar entities with
regulatory oversight.

|X| Economic conditions including the effects of an economic downturn,
inflation rates, and monetary fluctuations.

|X| Changing market conditions and a variety of other factors associated
with physical energy and financial trading activities including, but
not limited to, price, basis, credit, liquidity, volatility, capacity,
interest rate, and warranty risks.

|X| Availability or cost of capital, resulting from changes in the
Company, including its security ratings, changes in interest rates,
and/or changes in market perceptions of the utility industry and other
energy-related industries.

|X| Employee workforce factors including changes in key executives,
collective bargaining agreements with union employees, or work
stoppages.

|X| Legal and regulatory delays and other obstacles associated with
mergers, acquisitions, and investments in joint ventures.

|X| Costs and other effects of legal and administrative proceedings,
settlements, investigations, claims, and other matters, including, but
not limited to, those described in Management's Discussion and
Analysis of Results of Operations and Financial Condition.

|X| Changes in federal, state or local legislature requirements, such as
changes in tax laws or rates, environmental laws and regulations.

The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of changes in actual results,
changes in assumptions, or other factors affecting such statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required hereunder is not significantly different from the
information as set forth in Item 7A. Quantitative and Qualitative Disclosures
About Market Risk included in the Indiana Gas Company, Inc. 2001 Form 10-K and
is therefore not presented herein.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is party to various legal and regulatory proceedings arising in the
normal course of business. In the opinion of management there are no legal
proceedings pending against the Company that are likely to have a material
adverse effect on the financial position or results of operations. See Note 6
regarding ProLiance Energy, LLC and Note 8 regarding environmental matters.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

None

(b) Reports On Form 8-K During The Last Calendar Quarter

On April 25, 2002, the Company filed a Current Report on Form 8-K with respect
to the release of financial information to the investment community regarding
the Company's results of operations, financial position and cash flows for the
three and twelve month periods ended March 31, 2002. The financial information
was released to the public through this filing.
Item 5. Other Events
Item 7. Exhibits
99.1 - Press Release - First Quarter 2002 Vectren Corporation Earnings
99.2 - Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of
1995
On April 25, 2002, Vectren Corporation filed a current report on From 8-K with
respect to the filing of an agreement with the Indiana Utility Regulatory
Commission setting forth the basic framework for an anticipated settlement of
numerous pending issues related to ProLiance Energy, LLC
Item 5. Other Events
Item 7. Exhibits
99-1 Press Release - Consumer Groups and Utilities Announce Proposed
Agreement on Gas Supply Services from ProLiance

On May 20, 2002, SIGECO filed an amendment to Current Report on Form 8-K,
originally filed on March 26, 2002 with respect to its decision to dismiss
Arthur Andersen LLP as the Company's independent auditors effective May 17,
2002. Deloitte & Touche LLP has been selected as the independent auditors for
the Company, effective May 17, 2002,
Item 4. Changes in Registrant's Certifying Accountant.
Item 7. Exhibits
16 - Letter from Arthur Andersen LLP to the Securities and Exchange
Commission, dated May 20, 2002.
99 - Press release regarding selection of Deloitte & Touche LLP
dated May 20, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

INDIANA GAS COMPANY, INC.
-------------------------
Registrant

August 14, 2002 /s/Jerome A. Benkert, Jr.
-------------------------
Jerome A. Benkert, Jr.
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

/s/M. Susan Hardwick
---------------------------
M. Susan Hardwick
Vice President and Controller
(Principal Accounting Officer)

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION
By signing below, each of the undersigned officers hereby certifies pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that, to his or her knowledge, (i) this report fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and (ii) the information contained in this report fairly presents, in all
material respects, the financial condition and results of operations of Indiana
Gas Company, Inc.

Signed this 14th day of August, 2002.

/s/ Jerome A. Benkert, Jr. /s/ Niel C. Ellerbrook
- ---------------------------------- ------------------------------------
(Signature of Authorized Officer) (Signature of Authorized Officer)

Jerome A. Benkert, Jr. Niel C. Ellerbrook
- ---------------------------------- ------------------------------------
(Typed Name) (Typed Name)

Executive Vice President and
Chief Financial Officer Chairman and Chief Executive Officer
- ---------------------------------- ------------------------------------
(Title) (Title)