INDIANA GAS CO INC
10-Q, 1994-08-11
NATURAL GAS DISTRIBUTION
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          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 the quarterly period ended June 30, 1994

                          OR

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

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
incorporation or organization)               Identification No.)


   1630 North Meridian Street, Indianapolis, Indiana  46202
      (Address of principal executive offices) (Zip Code)


                        317-926-3351
   (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
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     9,080,770       July 31, 1994
          Class                   Number of shares        Date

                   TABLE OF CONTENTS

                                                           Page
                                                          Numbers

Part I - Financial Information

    Consolidated Balance Sheets
      at June 30, 1994 and 1993
      and September 30, 1993                                

    Consolidated Statements of Income
      Three Months Ended June 30, 1994 and 1993,
      Nine Months Ended June 30, 1994 and 1993,
      and Twelve Months Ended June 30, 1994 and 1993        

    Consolidated Statements of Cash Flows
        Nine Months Ended June 30, 1994 and 1993,
      and Twelve Months Ended June 30, 1994 and 1993        

    Notes to Consolidated Financial Statements              

    Management's Discussion and Analysis of Results of
      Operations and Financial Condition                  

Part II - Other Information

    Item 6 - Exhibits and Reports on Form 8-K               
    
<TABLE>                            

                            INDIANA GAS COMPANY, INC.
                            AND SUBSIDIARY COMPANIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                             (Thousands - Unaudited)


                                                       June 30          September 30
                                                   1994       1993          1993
<S>                                             <C>        <C>           <C>
UTILITY PLANT:
    Original cost                               $810,925   $755,310      $773,174
    Less - accumulated depreciation
        and amortization                         286,510    262,952       267,629
                                                 524,415    492,358       505,545

NONUTILITY PLANT - NET                               396        237           234

CURRENT ASSETS:
    Cash and cash equivalents                     23,414     30,106            20
    Accounts receivable, less reserves of
        $2,137, $3,320 and $2,055  respectively   29,413     22,362        14,231
    Accrued unbilled revenues                      7,913      7,390        10,748
    Materials and supplies - at average cost       3,886      4,315         3,710
    Liquefied petroleum gas - at average cost        869        831         1,019
    Gas in underground storage - at last-in,
        first-out cost                            39,210     32,287        59,534
    Recoverable gas costs                              -          -         7,453
    Prepayments and other                            713        686           296
                                                 105,418     97,977        97,011

DEFERRED CHARGES:
    Unamortized debt discount and expense          6,237      6,744         6,614
    Other                                         15,998      9,938        12,254
                                                  22,235     16,682        18,868

                                                $652,464   $607,254      $621,658
</TABLE>

<TABLE>

                             INDIANA GAS COMPANY, INC.
                             AND SUBSIDIARY COMPANIES

                           CONSOLIDATED BALANCE SHEETS

                      SHAREHOLDER'S EQUITY AND LIABILITIES
                             (Thousands - Unaudited)

                                                        June 30         September 30
                                                    1994       1993          1993
<S>                                              <C>        <C>           <C>
CAPITALIZATION:
    Common stock and paid-in capital             $142,995   $102,995      $142,995
    Retained earnings                             128,014    116,041       106,104
        Total common shareholder's equity         271,009    219,036       249,099
    Long-term debt                                164,901    174,901       164,901
                                                  435,910    393,937       414,000

CURRENT LIABILITIES:
    Maturities and sinking fund requirements
        of long-term debt                          10,000     10,000        20,000
    Notes payable                                       -          -        10,252
    Accounts payable                               37,082     76,351        41,602
    Refundable gas costs                           32,595      3,921             -
    Customer deposits and advance payments          2,077      2,317        13,466
    Accrued taxes                                  32,820     27,846        31,579
    Accrued interest                                5,103      5,200         3,342
    Other current liabilities                      15,410     14,686        13,441
                                                  135,087    140,321       133,682

DEFERRED CREDITS:
    Deferred income taxes (See Note 11)            56,828     55,473        56,911
    Unamortized investment tax credit              13,267     14,196        13,963
    Customer advances for construction              1,100      1,032           998
    Regulatory income tax liability (See Note 11)   4,789          -             -
    Other                                           5,483      2,295         2,104
                                                   81,467     72,996        73,976

COMMITMENTS AND CONTINGENCIES
    (See Notes 9 and 10)                                -          -             -

                                                 $652,464   $607,254      $621,658
</TABLE>

<TABLE>
                                INDIANA GAS COMPANY, INC.
                                AND SUBSIDIARY COMPANIES

                            CONSOLIDATED STATEMENTS OF INCOME
                                 (Thousands - Unaudited)



                                                Three Months               Nine Months
                                                Ended June 30             Ended June 30
                                             1994         1993         1994         1993
<S>                                      <C>          <C>          <C>          <C>
OPERATING REVENUES                       $  77,827    $ 101,249    $ 425,391    $ 435,042
COST OF GAS                                 41,468       63,910      256,953      275,275
MARGIN                                      36,359       37,339      168,438      159,767

OPERATING EXPENSES:
    Other operation and maintenance         19,579       22,671       62,356       65,122
    Depreciation and amortization            7,384        6,737       21,654       19,968
    Income taxes                               482           98       22,600       18,111
    Taxes other than income taxes            3,363        3,292       12,753       11,986
                                            30,808       32,798      119,363      115,187

OPERATING INCOME                             5,551        4,541       49,075       44,580

OTHER INCOME - NET                             747          321        2,258          282

INCOME BEFORE INTEREST
    AND OTHER CHARGES                        6,298        4,862       51,333       44,862

INTEREST                                     3,885        4,183       12,168       12,412
OTHER                                           (1)         (82)        (145)        (221)
                                             3,884        4,101       12,023       12,191

NET INCOME                                   2,414          761       39,310       32,671

DIVIDENDS ON PREFERRED STOCK                     -            -            -          285

EARNINGS AVAILABLE FOR COMMON STOCK      $   2,414    $     761    $  39,310    $  32,386

</TABLE>

<TABLE>

                                INDIANA GAS COMPANY, INC.
                                AND SUBSIDIARY COMPANIES

                            CONSOLIDATED STATEMENTS OF INCOME
                                 (Thousands - Unaudited)



                                                                        Twelve Months
                                                                        Ended June 30
                                                                      1994         1993
<S>                                                                <C>          <C>
OPERATING REVENUES                                                 $ 489,627    $ 491,487
COST OF GAS                                                          295,231      308,614
MARGIN                                                               194,396      182,873

OPERATING EXPENSES
    Other operation and maintenance                                   81,536       78,889
    Depreciation and amortization                                     28,492       26,457
    Income taxes                                                      20,305       17,253
    Taxes other than income taxes                                     15,295       13,803
                                                                     145,628      136,402

OPERATING INCOME                                                      48,768       46,471

OTHER INCOME - NET                                                     2,555        1,059

INCOME BEFORE INTEREST
  AND OTHER CHARGES                                                   51,323       47,530

INTEREST                                                              16,396       15,743
OTHER                                                                   (246)        (283)
                                                                      16,150       15,460

NET INCOME                                                            35,173       32,070

DIVIDENDS ON PREFERRED STOCK                                               -          712

EARNINGS AVAILABLE FOR COMMON STOCK                                $  35,173    $  31,358

</TABLE>

<TABLE>
                                           INDIANA GAS COMPANY, INC.
                                           AND SUBSIDIARY COMPANIES

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (Thousands - Unaudited)

                                                                    Nine Months           Twelve Months
                                                                   Ended June 30          Ended June 30
                                                                  1994       1993        1994       1993
<S>                                                           <C>        <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                 $ 39,310   $ 32,671    $ 35,173   $ 32,070

   Adjustments to reconcile net income to cash
      provided from operating activities -
       Depreciation and amortization                            21,801     20,160      28,704     26,700
       Deferred income taxes                                     1,930      1,494       3,367      2,276
       Investment tax credit                                      (697)      (775)       (929)      (930)
                                                                23,034     20,879      31,142     28,046
       Changes in assets and liabilities -
         Receivables - net                                     (12,347)    (7,622)     (7,574)    (4,364)
         Inventories                                            20,298     16,192      (6,532)    (4,833)
         Accounts payable, customer deposits,
            advance payments and other current liabilities     (13,940)    35,521     (38,785)    53,970
         Accrued taxes and interest                              3,002      8,535       4,877      2,074
         Recoverable/refundable gas costs                       40,048     (5,749)     28,674     (9,415)
         Prepayments                                              (417)      (460)        (27)        88
         Other - net                                             3,401     (1,283)      1,191     (3,441)

           Total adjustments                                    63,079     66,013      12,966     62,125

             Net cash flow from operations                     102,389     98,684      48,139     94,195

CASH FLOWS FROM (REQUIRED FOR)
    FINANCING ACTIVITIES:
    Issuance of common stock                                         -          -      40,000          -
    Redemption of preferred stock                                    -    (20,932)          -    (20,932)
    Sale of long-term debt                                           -     35,000           -     35,000
    Reduction in long-term debt                                (10,000)         -     (10,000)       (67)
    Net change in short-term borrowings                        (10,252)   (30,238)          -     (3,552)
    Dividends                                                  (17,400)   (15,536)    (23,200)   (21,014)
        Net cash flow from (required for) financing activities (37,652)   (31,706)      6,800    (10,565)

CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
    Capital expenditures                                       (41,343)   (37,094)    (61,631)   (53,812)
        Net cash flow required for investing activities        (41,343)   (37,094)    (61,631)   (53,812)

NET INCREASE (DECREASE) IN CASH                                 23,394     29,884      (6,692)    29,818

CASH AND CASH EQUIVALENTS AT BEGINNING OF
    PERIOD                                                          20        222      30,106        288

CASH AND CASH EQUIVALENTS AT END OF PERIOD                    $ 23,414   $ 30,106    $ 23,414   $ 30,106

</TABLE>
Indiana Gas Company, Inc. and Subsidiary Companies
Notes to Consolidated Financial Statements

    1.  Financial Statements.
    Indiana Gas Company, Inc. and its subsidiaries, Terre
    Haute Gas Corporation (Terre Haute) and Richmond Gas
    Corporation (Richmond) which are doing business as
    Indiana Gas Company, Inc. (Indiana Gas), provide natural
    gas and transportation services to a diversified base of
    customers in 281 communities within the lower two-thirds
    of the state of Indiana.

    The interim condensed consolidated financial statements
    included in this report have been prepared by Indiana
    Gas, 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 generally accepted accounting principles have been
    omitted as provided in such rules and regulations.
    Indiana Gas believes that the information in this report
    reflects all adjustments necessary to fairly state the
    results of the interim periods reported, that all such
    adjustments are of a normally recurring nature, and the
    disclosures are adequate to make the information
    presented not misleading.  These interim financial
    statements should be read in conjunction with the
    financial statements and the notes thereto included in
    Indiana Gas' latest annual report on Form 10-K.

    Because of the seasonal nature of Indiana Gas' gas
    distribution operations, the results shown on a
    quarterly basis are not necessarily indicative of annual
    results.

2.  Cash Flow Information.
    For the purposes of the Consolidated Statements of Cash
    Flows, Indiana Gas considers cash investments with an
    original maturity of three months or less to be cash
    equivalents.  Cash paid during the periods reported for
    interest and income taxes were as follows:

<TABLE>
                             Three Months Ended  Nine Months Ended  Twelve Months Ended
                                   June 30             June 30            June 30
    Thousands                  1994      1993     1994       1993     1994       1993
    <S>                      <C>       <C>       <C>       <C>       <C>       <C>
    Interest (net of
      amount capitalized)    $ 1,522   $ 1,807   $ 9,329   $ 8,494   $14,829   $14,163
    Income taxes             $ 4,800   $   500   $15,880   $11,039   $16,580   $14,138
</TABLE>

3.  Revenues.
    To more closely match revenues and expenses, Indiana Gas
    records revenues for all gas delivered to customers but
    not billed at the end of the accounting period.

4.  Gas in Underground Storage.
    Based on the cost of purchased gas during June 1994, the
    cost of replacing the current portion of gas in
    underground storage was less than last-in, first-out
    cost at June 30,1994, by approximately $4,038,000.
    Actual cost of purchased gas is recoverable through
    rates in accordance with procedures approved by the
    Indiana Utility Regulatory Commission (IURC).

5.  Refundable or Recoverable Gas Costs.
    The cost of gas purchased and refunds from suppliers,
    which differ from amounts recovered through rates are
    deferred and are being recovered or refunded in
    accordance with procedures approved by the IURC.

6.  Allowance For Funds Used During Construction.
    An allowance for funds used during construction (AFUDC),
    which represents the cost of borrowed and equity funds
    used for construction purposes, is charged to
    construction work in progress during the period of
    construction and included in "Other Income-Net" and
    "Other" on the Consolidated Statements of Income.  The
    current annual AFUDC rate is 7.5 percent, however, prior
    to September 30, 1992, a rate of 10 percent was used.
    
    The table below reflects the total interest capitalized
    and the portion of which was computed on borrowed funds
    and equity funds for all periods reported.
<TABLE>

                              Three Months Ended   Nine Months Ended  Twelve Months Ended
                                   June 30              June 30              June 30
   Thousands                  1994        1993      1994       1993     1994       1993
   <S>                       <C>        <C>        <C>      <C>       <C>        <C>
    AFUDC-Borrowed Funds     $   48     $  146     $  292   $   413   $   458    $   526
    AFUDC-Equity Funds           39        119        239       350       375        458
    Total AFUDC Capitalized  $   87     $  265     $  531   $   763   $   833    $   984
   </TABLE>

7.  Long-Term Debt.
    On October 15, 1993, $10 million of 9.30% medium-term
    notes were redeemed.

8.  Cash Management/Accounts Payable.
    Indiana Gas participates in a centralized cash
    management program with its parent, affiliated companies
    and banks which permits funding of checks as they are
    presented.  Amounts borrowed from affiliated companies as
    well as checks written but not cashed are
    reflected in accounts payable.  There were no amounts
    borrowed from affiliated companies at June 30, 1994.  
    At June 30, 1993, Accounts Payable included $40 million 
    borrowed from affiliated companies which was invested in            
    Indiana Gas by its parent, Indiana Energy, on July 30, 1993.

9.  Environmental.
    In the past, Indiana Gas and others, including its
    predecessors, former affiliates and/or previous
    landowners, operated facilities for the manufacturing of
    gas and storage of manufactured gas. These facilities
    are no longer in operation and have not been operated
    for many years. In the manufacture and storage of such
    gas, various byproducts were produced, some of which may
    still be present at the sites where these manufactured
    gas plants and storage facilities were located. While
    management believes those operations were conducted in
    accordance with the then-applicable industry standards,
    under currently applicable environmental laws and
    regulations, Indiana Gas, and the others, may now be
    required to take remedial action if certain materials
    are found at these sites.

    Indiana Gas has identified the existence, location and
    certain general characteristics of 26 gas manufacturing
    and storage sites.  Indiana Gas is currently undertaking
    remediation at two sites.  Indiana Gas' share of
    remediation and related costs for these two sites has
    been accrued. These sites are currently being reviewed
    by the Indiana Department of Environmental Management.

    Indiana Gas is assessing, on a site-by-site basis,
    whether any of the remaining 24 sites require
    remediation, to what extent it is required and the
    estimated cost of such action. Indiana Gas' share of the
    estimated cost of performing these site-by-site
    assessments has also been accrued. Indiana Gas has
    completed preliminary assessments (PAs) on these sites
    and has completed site work for site investigations
    (SIs) at 15 of these sites. Based upon the site work
    completed to date, Indiana Gas believes some level of
    contamination may be present and ground water
    monitoring, at a minimum, will likely be required. As a
    result, Indiana Gas has accrued its share of the
    estimated costs of ground water monitoring for all 24
    sites. The total costs which may be incurred in
    connection with the remediation of these 24 sites, if
    remedial action beyond monitoring is required, cannot be
    determined at this time.

    Indiana Gas has nearly completed the process of
    identifying all potentially responsible parties (PRPs)
    for each site. Indiana Gas, with the help of outside
    counsel, has prepared estimates for its share of
    environmental liabilities, if they exist, at each of the
    sites. Indiana Gas has accrued only its proportionate
    share of the estimated costs, as described above, based
    on equitable principles derived from case law or applied
    by parties in achieving settlements.

    Indiana Gas does not believe it can provide an estimate
    of the reasonably possible total remediation costs for
    any site, prior to completion of the remedial
    investigation/ feasibility study (RI/FS) and developing
    some sense of the timing of the resulting potential
    remedial alternatives.

    Indiana Gas has notified insurance carriers of potential
    claims where policies may provide coverage for these
    environmental costs. Indiana Gas has not recorded any
    receivables related to recovery from insurance carriers
    at this time.

    In January 1992, Indiana Gas filed a petition with the
    IURC seeking regulatory authority for, among other
    matters, recovery through rates of all costs Indiana Gas
    incurs in complying with federal, state and local
    environmental regulations in connection with past gas
    manufacturing activities. On February 26, 1992, Indiana
    Gas received authority from the IURC to employ deferred
    accounting for these costs. This authorization will
    extend until the IURC rules upon Indiana Gas' pending
    request to establish and implement an ongoing ratemaking
    mechanism that will be designed and intended to provide
    for the recovery of these costs.  An order is not
    expected until later in calendar 1994.  Indiana Gas has
    deferred all environmental costs previously paid or
    accrued. These costs are approximately $10.5 million
    (including assessment, remediation and related costs) as
    of June 30,1994.

    The impact of complying with federal, state and local
    environmental regulations related to former manufactured
    gas plant sites on Indiana Gas' financial position and
    results of operations is contingent upon several
    uncertainties. These include the cost of compliance, the
    impact of joint and several liability upon the magnitude
    of the contingency, the ratemaking treatment authorized
    for these items by the IURC, as well as the recovery of
    environmental and related costs from insurance carriers.

    Indiana Gas believes it will be successful in recovering
    the costs which it has incurred and may incur through
    rates, from other potentially responsible parties and
    from insurance carriers. However, there can be no
    assurance as to the amount or timing of any such
    recoveries.

10. Postretirement Benefits Other Than Pensions.
    Indiana Gas provides postretirement health care and life
    insurance benefits.  Substantially all employees who
    have completed 10 years of service will become eligible
    for such benefits if they reach retirement age while
    still working for the company.  The plan pays stated
    percentages of most reasonable and necessary medical
    expenses incurred by retirees, after subtracting
    payments by other providers and after a stated
    deductible has been met.  These benefits, as well as
    similar benefits for active employees, are principally
    self-insured.  Currently, Indiana Gas does not fund this
    postretirement plan.

    Effective October 1, 1993, Indiana Gas adopted Statement
    of Financial Accounting Standards No. 106, Employers'
    Accounting for Postretirement Benefits Other Than
    Pensions (SFAS 106).  SFAS 106 requires accounting for
    the costs of postretirement health care and life
    insurance benefits on the accrual basis.  This means the
    costs of benefits paid in the future are recognized
    during the years that an employee provides service to
    Indiana Gas rather than the "pay-as-you-go" (cash)
    basis.

    Indiana Gas has elected to amortize the unfunded
    transition obligation as of October 1, 1993, of
    approximately $55 million over a period of 20 years.
    The estimated annual provision for postretirement
    benefit cost (including transition obligation
    amortization) is approximately $8.2 million for fiscal
    1994.  This compares with the projected pay-as-you-go
    cost of approximately $2.9 million for the same period.
    Prior to fiscal 1994, Indiana Gas recognized
    postretirement benefit costs on the pay-as-you-go (cash)
    basis.  Postretirement benefit costs recognized for
    fiscal years 1993 and 1992 were approximately $2,855,000
    and $2,653,000, respectively.

    The following table reconciles the plan's funded status
    to the accrued postretirement benefit cost as reflected
    on the balance sheet as of October 1, 1993:

    Thousands
    Accumulated postretirement benefit obligation:
     Retirees and dependents                           $30,313
     Other fully eligible participants                   6,839
     Other active participants                          18,288
                                                        55,440
    Fair value of plan assets                                -
    Accumulated postretirement benefit obligation
     in excess of plan assets                           55,440
    Unrecognized transition obligation                  55,440
    Accrued postretirement benefit cost                $     -

    Net postretirement benefit cost for the three months and
    nine months ended June 30,  1994, consisted of the
    following components:
<TABLE>
                                                     Three Months     Nine Months  
    Thousands                                       Ended June 30    Ended June 30
    <S>                                                <C>              <C>
    Service cost - benefits attributed to service
        during the period                              $    348         $ 1,092
    Interest cost on accumulated postretirement
        obligation                                        1,006           3,155
    Amortization of transition obligation                   695           2,178
    Net postretirement benefit cost                       2,049           6,425
    Amounts deferred pending rate recognition             1,326           3,978
    Actual cash payments                               $    723         $ 2,447
</TABLE>

    The assumed health care cost trend rate for medical
    gross eligible charges used in measuring the accumulated
    postretirement benefit obligation as of October 1, 1993,
    was 11% for fiscal 1994.  This rate is assumed to
    decrease gradually through fiscal 2003 to 4.75% and
    remain at that level thereafter.  A one percent increase
    in the assumed health cost trend rates for each future
    year produces approximately a $6.9 million increase in
    the accumulated postretirement benefit obligation as of
    October 1, 1993, and approximately a $884,000 increase
    in the annual aggregate of the service and interest cost
    components of net postretirement benefit cost.  The
    weighted-average discount rate used in determining the
    accumulated postretirement benefit obligation was 7.25%.

    In January 1992, Indiana Gas filed a petition with the
    IURC seeking regulatory authority for, among other
    matters, rate recovery of implementation of SFAS 106
    relating to postretirement benefits other than
    pensions.  Through a generic order issued on December
    30, 1992, Indiana Gas received authority from the IURC
    to employ deferred accounting for these costs.  This
    authorization will extend until the IURC rules upon
    Indiana Gas' pending request to adopt SFAS 106 for
    ratemaking purposes. An order is not expected until
    later in calendar 1994. On November 12, 1993, Indiana
    Michigan Power Company (I & M) received an order from
    the IURC in its general rate case authorizing SFAS 106
    to be adopted for ratemaking purposes.  Indiana Gas
    continues to pursue full recovery of the costs of
    implementation of SFAS 106,  however, no assurance can
    be given as to the ratemaking treatment for this
    issue.

11. Income Taxes.
    Effective October 1, 1993, Indiana Gas adopted Statement
    of Financial Accounting Standards No. 109, Accounting
    for Income Taxes (SFAS 109).  Indiana Gas previously
    used the deferred method of accounting for income taxes
    as prescribed by Accounting Principles Bulletin Opinion
    No. 11.  SFAS 109 requires the use of the liability
    method, which effectively results in a reduction in
    previously provided deferred income taxes to reflect the
    current statutory corporate tax rate.

    Due to the effects of regulation on Indiana Gas, Indiana
    Gas is not permitted to recognize the effect of a tax
    rate change as income but is required to reduce tariff
    rates to return the "excess" deferred income taxes to
    ratepayers over the remaining life of the properties
    that give rise to the taxes.  Therefore, the cumulative
    effect of a change in accounting principle upon the
    initial application of SFAS 109 resulted in no impact on
    earnings.  Under SFAS 109,  Indiana Gas has recorded a
    net regulatory liability for approximately $4.8 million
    on its balance sheet as of October 1, 1993, related to
    deferred taxes.

    Deferred income taxes reflect the net tax effect of
    temporary differences between the carrying amounts of
    assets and liabilities for financial reporting purposes
    and the amounts used for income tax purposes.
    Significant components of Indiana Gas' net deferred tax
    liability as of October 1, 1993, are as follows:

                                                Thousands
    Deferred tax liabilities:
     Accelerated depreciation                    $37,759
     Property basis differences                   17,347
     Deferred fuel costs                           9,528
     Take-or-pay costs                             5,102
     Acquisition adjustment                        6,904
     Other                                         1,885
    Deferred tax assets:
     Deferred investment tax credit               (5,296)
     Regulatory income tax liability              (1,815)
    Less deferred income taxes related to
     current assets and liabilities              (16,515)
    Balance at October 1, 1993                   $54,899

12. Reclassifications.
    Certain reclassifications have been made to the prior
    periods' financial statements to conform to the current
    year presentation.  These reclassifications have no
    impact on margin or net income previously reported.

Indiana Gas Company, Inc. and Subsidiary Companies
Management's Discussion and Analysis of Results
of Operations and Financial Condition

Results of Operations

                       Earnings
    Earnings available for common stock for the three-,
nine- and twelve-month periods ended June 30, 1994, when
compared to the same periods one year ago are listed
below.


            Periods Ended June 30
            (Millions)                  1994    1993
            Three Months               $ 2.4   $  .8
            Nine Months                $39.3   $32.4
            Twelve Months              $35.2   $31.4

The following discussion highlights the factors
contributing to these results.

          Margin (Revenues Less Cost of Gas)
    Margin for the quarter ended June 30, 1994, decreased
$1.0 million compared to the same period last year.  The
decrease was primarily due to weather 6 percent warmer
than the same period last year and 3 percent warmer than
normal, resulting in a decrease in space heating sales
during the period.  Additional residential and commercial
customers and additional industrial throughput partially
offset the decrease.

    Margin for the nine-month period ended June 30, 1994,
increased $8.7 million compared to the same period last
year.  The increase for the nine-month period reflects
weather 5 percent colder than the same period last year
and 2 percent colder than normal.  Additional residential
and commercial customers, as well as the general rate
increase which was implemented October 28, 1992, also
contributed to the increase.

    Margin for the twelve-month period ended June 30,
1994, increased $11.5 million compared to the same period
last year.  The increase for the twelve-month period is
attributable to the general rate increase which was
implemented October 28, 1992, weather 6 percent colder
than the same period last year and 3 percent colder than
normal, as well as additional residential and commercial
customers.

    Total system throughput (combined sales and
transportation) for the third quarter of fiscal 1994 was
approximately equal to the same period last year.  This
was due to an increase in industrial throughput which
offset decreases in residential and commercial space
heating sales caused by warmer weather.

    Throughput increased approximately 5 percent in the
nine-month and twelve-month periods (4.8 MMdth and 5.4
MMdth, respectively) when compared to the same periods
last year.  Indiana Gas' rates for transportation
generally provide the same margins as are earned on the
sale of gas under its sales tariffs.  Approximately
one-half of total system throughput represents gas used
for space heating and is affected by weather.

    Total average cost per unit of gas purchased decreased
to $2.62 for the three-month period ended June 30, 1994,
compared to $3.04 for the same period one year ago.  For
the nine-month period, cost of gas per unit increased to
$2.99 in the current period compared to $2.88 for the same
period last year.  For the twelve-month period, cost of
gas per unit increased to $2.98 in the current period
compared to $2.82 for the same period last year.
Significant factors in the changes include the influence
of weather on the demand for gas and the increased fixed
costs per unit associated with pipeline rate cases and the
restructuring prescribed by Federal Energy Regulatory
Commission Order No. 636.  (See Federal Energy Regulatory
Commission Matters.)  Despite the increase in unit price,
total cost of gas has decreased for all reporting periods
when compared to the same periods one year ago as the
transportation component of total system throughput has
increased.  While this does not impact margin, gas cost is
lowered by the commodity cost on transportation units.

    Adjustments to Indiana Gas' rates and charges related
to the cost of gas are made quarterly through gas cost
adjustment (GCA) procedures established by Indiana law and
administered by the Indiana Utility Regulatory Commission
(IURC).
                           
                  Operating Expenses
    Operation and maintenance expenses decreased
approximately $3.1 million for  the three-month period
ended June 30, 1994, when compared to the same period one
year ago.  The decrease is attributable to labor and
related costs in the current quarter which are lower than
the levels experienced during the same quarter last year
when operation and maintenance projects were in progress
which had been deferred in fiscal years 1991 and 1992
because of very warm weather during those years.

    Operation and maintenance expenses for the nine-month
period decreased approximately $2.8 million compared to
the same period one year ago.  The decrease is
attributable to slightly lower labor costs for the reasons
described above as well as lower provisions for health
insurance claims.

    Operation and maintenance expenses for the twelve-
month period increased approximately $2.6 million compared
to the same period one year ago.  The slight increase is
attributable to costs related to the addition of new
customers, including  increased labor and related
benefits.

    Depreciation and amortization expense increased for
the three-, nine- and twelve-month periods ended June 30,
1994, when compared to the same periods one year ago as
the result of additions to utility plant to serve new
customers and to maintain dependable service to existing
customers.

    Federal and state income taxes increased for the
three-, nine- and twelve-month periods ended June 30,
1994, when compared to the same periods one year ago due
to higher taxable income and a higher federal tax rate.

    Taxes other than income taxes remained approximately
the same for the three-month period ended June 30, 1994,
when compared to the same period one year ago.  Increased
property tax expense, due to higher property tax rates and
higher assessed values, and higher gross receipts tax
expenses resulted in the increase for the nine- and twelve-
month periods.

                   Interest Expense
    Interest expense for the three- and nine-month periods
ended June 30, 1994, decreased slightly when compared to
the same periods one year ago due to slightly lower
interest rates.  Interest  expense increased for the
twelve-month period when compared to the same period one
year ago primarily as the result of  an increase in
average debt outstanding slightly offset by a decrease in
interest rates.


Other Operating Matters
                           
                 Environmental Matters
    Indiana Gas is currently conducting environmental
investigations and work at certain sites that were the
location of former manufactured gas plants.  (See Note 9.)

     Federal Energy Regulatory Commission Matters
    In accordance with Federal Energy Regulatory Commission
(FERC) Order No. 636, Indiana Gas' pipeline service
providers have made a number of filings to restructure
services. On May 1, 1993, Panhandle Eastern Pipe Line
Company implemented a restructured services tariff. Texas
Eastern Transmission Company's restructured tariff was
implemented June 1, 1993. Indiana Gas' remaining pipeline
service providers implemented restructured services on
November 1, 1993. Indiana Gas' pipeline service providers
have begun to seek from customers, including Indiana Gas,
recovery of certain costs related to the transition to
restructured services. Those costs will include certain gas
supply realignment costs and are not expected to exceed $10
million.

    In February 1994, Indiana Gas included certain
transition costs in a routine quarterly gas cost adjustment
(GCA) filing with the IURC.  As part of that proceeding,
Indiana Gas was given authority to pass the Account 191
component of such costs through to ratepayers and to employ
deferred accounting for all other components of transition
costs pending the IURC's consideration of Indiana Gas'
request for authority to recover those costs.  Indiana Gas'
proposal regarding the recovery of the remaining components
of transition costs, primarily gas supply realignment
costs, will be evaluated and ruled upon by the IURC later
this summer.  The pending issues concern cost allocation
among customers and whether the remaining components of
transition costs are recoverable through the GCA or
alternatively, through base rates.

    Indiana Gas believes these costs will be recoverable
and does not expect these matters to have a material effect
on its financial position or results of operation.  Indiana
Gas continues to monitor developments concerning these and
other pipeline issues, to participate in related
negotiations and to represent its interest in pipeline
matters before FERC.

      Postretirement Benefits Other Than Pensions
    Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 106, Employers'
Accounting for Postretirement Benefits Other Than Pensions
(SFAS 106).  SFAS 106 requires accounting for the costs of
postretirement health care and life insurance benefits on
the accrual basis.  This means the costs of benefits paid in
the future are recognized during the years that an employee
provides service to Indiana Gas rather than the "pay-as-you-
go" (cash) basis.  (See Note 10.)

      In January 1992, Indiana Gas filed a petition with
the IURC seeking regulatory authority for, among other
matters, rate recovery of implementation of SFAS 106
relating to postretirement benefits other than pensions.
Through a generic order issued on December 30, 1992,
Indiana Gas received authority from the IURC to employ
deferred accounting for these costs.  This authorization
will extend until the IURC rules upon Indiana Gas' pending
request to adopt SFAS 106 for ratemaking purposes. An
order is not expected until later in calendar 1994.  On
November 12, 1993, Indiana Michigan Power Company (I & M)
received an order from the IURC in its general rate case
authorizing SFAS 106 to be adopted for ratemaking
purposes.  Indiana Gas continues to pursue full recovery
of the costs of implementation of SFAS 106,  however, no
assurance can be given as to the ratemaking treatment for
this issue.

                     Income Taxes
    Effective October 1, 1993, Indiana Gas adopted Statement
of Financial Accounting Standards No. 109, Accounting for
Income Taxes (SFAS 109).  Indiana Gas previously used the
deferred method of accounting for income taxes as prescribed
by Accounting Principles Bulletin Opinion No. 11.  SFAS 109
requires the use of the liability method, which effectively
results in a reduction in previously provided deferred
income taxes to reflect the current statutory corporate tax
rate.

    Due to the effects of regulation on Indiana Gas, Indiana
Gas is not permitted to recognize the effect of a tax rate
change as income but is required to reduce tariff rates to
return the "excess" deferred income taxes to ratepayers over
the remaining life of the properties that give rise to the
taxes.  Therefore, the cumulative effect of a change in
accounting principle upon the initial application of SFAS
109 resulted in no impact on earnings.


Liquidity and Capital Resources

    New construction to provide service to a growing
customer base and normal system maintenance and
improvements will continue to require substantial capital
expenditures.  For the twelve months ended June 30, 1994,
Indiana Gas' capital expenditures totaled $61.6 million.
Of this amount, 70 percent was provided by funds generated
internally (net income plus charges not requiring funds
less dividends).  Capital expenditures for fiscal 1994 are
estimated at $51.4 million of which $41.3 million have been
expended during the nine-month period ended June 30, 1994.

    Indiana Gas' goal is to fund internally approximately
75 percent of its construction program.  Capitalization
objectives  for Indiana Gas are 55-65 percent common equity
and 35-45 percent long-term debt.  This will help Indiana
Gas to maintain its high creditworthiness.  The senior debt
of Indiana Gas is currently rated Aa3 by Moody's Investors
Service and AA- by Standard & Poor's Corporation and Duff &
Phelps.

    On October 15, 1993, $10 million of 9.30% medium-term
notes were redeemed.

    The nature of Indiana Gas' business creates large short-
term cash working capital requirements primarily to finance
customer accounts receivable, unbilled utility revenues
resulting from cycle billing, gas in underground storage
and construction expenditures until permanently financed.
Short-term borrowings tend to be greatest during the
heating season when accounts receivable and unbilled
utility revenues are at their highest. Depending on cost,
commercial paper or bank lines of credit are used as
sources of short-term financing. Indiana Gas' commercial
paper is rated P-1 by Moody's and A-1+ by Standard &
Poor's. Long-term financial strength and flexibility
require maintaining throughput volumes, controlling costs
and, if absolutely necessary, securing timely increases in
rates to recover costs and provide a fair and reasonable
return to shareholders.

Item 6.    Exhibits and Reports on Form 8-K

       None

                      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




Dated August 11, 1994    /s/Niel C. Ellerbrook
                         Niel C. Ellerbrook
                         Senior Vice President
                         and Chief Financial Officer



Dated August 11, 1994    /s/Jerome A. Benkert
                         Jerome A. Benkert
                         Controller




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