INDIANA GAS CO INC
10-Q, 1996-02-12
NATURAL GAS DISTRIBUTION
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                              February 12, 1996



Securities and Exchange Commission
Operations Center
6432 General Green Way
Alexandria, VA  22312-2413

Gentlemen:

     We are transmitting herewith Indiana Gas Company, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended  
December 31, 1995, pursuant to the requirements of Section 13 
of the Securities Exchange Act of 1934.

                              Very truly yours,



                              Kathleen S. Morris
KSM:rs

Enclosures (8)

                           
                           
          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 December 31, 1995

                          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      January 31, 1996
           Class                   Number of shares        Date

                   TABLE OF CONTENTS

                                                          Page
                                                         Numbers

Part I - Financial Information

    Consolidated Balance Sheets
      at December 31, 1995, and 1994
      and September 30, 1995                      

    Consolidated Statements of Income
      Three Months Ended December 31, 1995 and 1994,
       and Twelve Months Ended December 31, 1995 and 1994  

    Consolidated Statements of Cash Flows
        Three Months Ended December 31, 1995 and 1994,
      and Twelve Months Ended December 31, 1995 and 1994   

    Notes to Consolidated Financial Statements     

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

Part II - Other Information

    Item 1 - Legal Proceedings                     

    Item 6 - Exhibits and Reports on Form 8-K      


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

                                CONSOLIDATED BALANCE SHEETS

                                         ASSETS
                                 (Thousands - Unaudited)


                                                    December 31       September 30
                                                  1995       1994          1995
<S>                                            <C>        <C>         <C>
UTILITY PLANT:
    Original cost                              $882,124   $835,329      $872,287
    Less - accumulated depreciation
       and amortization                         323,160    297,485       316,991
                                                558,964    537,844       555,296

NONUTILITY PLANT - NET                              186        391           188

CURRENT ASSETS:
    Cash and cash equivalents                    19,670         20            20
    Accounts receivable, less reserves of
        $2,433, $1,522 and $1,662 respectively   43,313     34,112        13,403
    Accrued unbilled revenues                    45,121     26,573         6,405
    Materials and supplies - at average cost      3,827      3,878         3,890
    Liquefied petroleum gas - at average cost       876        947           883
    Gas in underground storage - at last-in,
        first-out cost                           51,392     60,401        59,394
    Prepayments and other                         1,391      1,402           144
                                                165,590    127,333        84,139

DEFERRED CHARGES:
    Unamortized debt discount and expense         6,811      6,835         6,800
    Environmental costs                               -      9,585             -
    Other                                         9,239      8,114         9,510
                                                 16,050     24,534        16,310

                                               $740,790   $690,102      $655,933

</TABLE>


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

                        SHAREHOLDER'S EQUITY AND LIABILITIES
                              (Thousands - Unaudited)

                                                December 31       September 30
                                              1995       1994          1995
<S>                                        <C>        <C>         <C>
CAPITALIZATION:
    Common stock and paid-in capital       $142,995   $142,995      $142,995
    Retained earnings                       137,837    122,079       125,159
        Total common shareholder's equity   280,832    265,074       268,154
    Long-term debt                          193,693    153,815       173,693
                                            474,525    418,889       441,847

CURRENT LIABILITIES:
    Notes payable                            23,200     43,550         2,225
    Accounts payable                         79,703     39,644        59,713
    Refundable gas costs                      8,008     30,794         4,883
    Customer deposits and advance payments   16,976     21,923        20,870
    Accrued taxes                            18,175     21,730         7,928
    Accrued interest                          4,859      4,498         2,803
    Other current liabilities                20,068     21,300        21,560
                                            170,989    183,439       119,982

DEFERRED CREDITS:
    Deferred income taxes                    65,798     60,690        65,096
    Unamortized investment tax credit        11,871     12,801        12,103
    Customer advances for construction        1,418      1,284         1,297
    Regulatory income tax liability           3,797      4,787         3,797
    Other                                    12,392      8,212        11,811
                                             95,276     87,774        94,104


COMMITMENTS AND CONTINGENCIES
    (See Note 9)                                 -           -             -
                                           $740,790   $690,102      $655,933

</TABLE>

<TABLE>

                               INDIANA GAS COMPANY, INC.
                               AND SUBSIDIARY COMPANIES

                           CONSOLIDATED STATEMENTS OF INCOME
                                (Thousands - Unaudited)



                                                Three Months             Twelve Months
                                             Ended December 31         Ended December 31
                                             1995         1994         1995         1994
<S>                                      <C>          <C>          <C>          <C>
OPERATING REVENUES                       $ 154,309    $ 113,062    $ 445,057    $ 436,467
COST OF GAS                                 89,197       62,511      245,181      250,253
MARGIN                                      65,112       50,551      199,876      186,214

OPERATING EXPENSES:
    Other operation and maintenance         18,690       18,168       76,130       80,617
    Depreciation and amortization            8,118        7,649       31,734       29,914
    Income taxes                            11,405        6,511       24,110       16,980
    Taxes other than income taxes            4,245        3,630       13,653       15,161
                                            42,458       35,958      145,627      142,672

OPERATING INCOME                            22,654       14,593       54,249       43,542

OTHER INCOME - NET                             229          164        1,488        2,471

INCOME BEFORE INTEREST
    AND OTHER CHARGES                       22,883       14,757       55,737       46,013

INTEREST                                     3,992        3,994       15,528       15,791
OTHER                                          (37)         (16)         (49)           3
                                             3,955        3,978       15,479       15,794

NET INCOME                               $  18,928    $  10,779    $  40,258    $  30,219

</TABLE>

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

                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Thousands - Unaudited)

                                                           Three Months          Twelve Months
                                                         Ended December 31      Ended December 31
                                                          1995       1994        1995       1994
<S>                                                     <C>        <C>         <C>        <C>
CASH FLOWS FROM (REQUIRED FOR)
  OPERATING ACTIVITIES:
   Net income                                           $ 18,928   $ 10,779    $ 40,258   $ 30,219

   Adjustments to reconcile net income to cash
      provided from operating activities -
       Depreciation and amortization                       8,165      7,696      31,921     30,104
       Deferred income taxes                                 701        802       3,893      3,432
       Investment tax credit                                (232)      (232)       (930)      (930)
                                                           8,634      8,266      34,884     32,606
       Changes in assets and liabilities -
         Receivables - net                               (68,626)   (37,243)    (27,749)    27,919
         Inventories                                       8,072      4,130       9,131     (7,255)
         Accounts payable, customer deposits,
            advance payments and other current
            liabilities                                   14,604     21,410      33,880      3,485
         Accrued taxes and interest                       12,303      3,122      (3,194)   (14,744)
         Recoverable/refundable gas costs                  3,125       (801)    (22,786)    31,410
         Prepayments                                      (1,247)    (1,158)         11        183
         Other - net                                       1,327        395      14,461      3,106

           Total adjustments                             (21,808)    (1,879)     38,638     76,710

             Net cash flow from (required for)
               operations                                 (2,880)     8,900      78,896    106,929

CASH FLOWS FROM (REQUIRED FOR)
   FINANCING ACTIVITIES:                                                                     
    Sale of long-term debt                                20,000          -      40,000          -
    Reduction in long-term debt                                -     (3,036)       (122)   (21,086)
    Net change in short-term borrowings                   20,975     13,000     (20,350)    (6,700)
    Dividends                                             (6,250)    (6,000)    (24,500)   (23,600)

        Net cash flow from (required for)
          financing activities                            34,725      3,964      (4,972)   (51,386)

CASH FLOWS REQUIRED FOR INVESTING ACTIVITIES:
    Capital expenditures                                 (12,195)   (12,864)    (54,274)   (55,543)
        Net cash flow required for investing activities  (12,195)   (12,864)    (54,274)   (55,543)

NET INCREASE IN CASH                                      19,650          -      19,650          -

CASH AND CASH EQUIVALENTS AT BEGINNING OF
    PERIOD                                                    20         20          20         20

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $ 19,670   $     20    $ 19,670   $     20

</TABLE>

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 in 48 of Indiana's 92
    counties.

    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     Twelve Months Ended
                             December 31             December 31
    Thousands                 1995     1994        1995      1994
<S>                       <C>       <C>         <C>       <C>
    Interest (net of
      amount capitalized)  $ 1,604  $ 2,029     $13,617   $15,401
    Income taxes           $   -    $ 2,963     $23,244   $26,263
</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 December 1995,
    the cost of replacing the current portion of gas in
    underground storage exceeded last-in, first-out cost at
    December 31, 1995, by approximately $7,855,000.

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 Indiana
    Utility Regulatory Commission (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.  An
    annual AFUDC rate of 7.5 percent was used for all
    periods reported.
    
    The table below reflects the total AFUDC capitalized and
    the portion of which was computed on borrowed and equity
    funds for all periods reported.

<TABLE>
                               Three Months Ended     Twelve Months Ended
                                  December 31              December 31
    Thousands                  1995          1994      1995          1994      
<S>                            <C>           <C>       <C>           <C>
    AFUDC-Borrowed Funds       $ 84          $ 63      $236          $187
    AFUDC-Equity Funds           69            51       194           152
    Total AFUDC Capitalized    $153          $114      $430          $339
</TABLE>

7.  Long-Term Debt.
    During December 1995, Indiana Gas issued $20 million in
    aggregate principal amount of its Medium-Term Notes,
    Series E (Notes) as follows:  $5 million of 6.69% Notes
    due June 10, 2013, $5 million of 6.69% Notes due
    December 21, 2015, and $10 million of 6.69% Notes due
    December 29, 2015.  The net proceeds from the sale of
    the Notes will be used to finance the refunding of long-
    term debt.

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.

9.  Environmental Costs.
    In the past, Indiana Gas and others, including
    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. Management
    believes, and the IURC has found that, those
    operations were conducted in accordance with the
    then-applicable industry standards. However, under
    currently applicable environmental laws and
    regulations, Indiana Gas, and the others, may now
    be required to take remedial action if certain
    byproducts are found above a regulatory threshold
    at these sites.
    
    Indiana Gas has identified the existence, location
    and certain general characteristics of 26 gas
    manufacturing and storage sites. Removal activities
    have been conducted at two sites and a remedial
    investigation/feasibility study (RI/FS) is nearing
    completion at one of the sites under an agreed
    order between Indiana Gas and the Indiana
    Department of Environmental Management. Indiana Gas
    and others are 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. Preliminary assessments (PAs) have
    been completed on all but one of the sites. Site
    investigations (SIs) have been completed at 19
    sites and supplemental site investigations (SSIs)
    have been conducted at 15 sites.  Based upon the
    site work completed to date, Indiana Gas believes
    that a level of contamination that may require some
    level of remedial activity may be present at a
    number of the 24 sites. Indiana Gas is currently
    conducting groundwater monitoring at many of the
    sites.  Indiana Gas has not begun an RI/FS at
    additional sites, but expects to conduct further
    investigation and evaluation in the future.
    
    Based upon the work performed to date, Indiana Gas
    has accrued remediation and related costs for the
    two sites where remedial activities are taking
    place. PA/SI, SSI and groundwater monitoring costs
    have been accrued for the remaining sites where
    appropriate. Estimated RI/FS costs and the costs of
    certain remedial actions that may likely be
    required have also been accrued. Costs associated
    with environmental remedial activities are accrued
    when such costs are probable and reasonably
    estimable. Indiana Gas does not believe it can
    provide an estimate of the reasonably possible
    total remediation costs for any site prior to
    completion of an RI/FS and the development of some
    sense of the timing for implementation of the
    potential remedial alternatives, to the extent such
    remediation is required. Accordingly, the total
    costs which may be incurred in connection with the
    remediation of all sites, to the extent remediation
    is necessary, cannot be determined at this time.
    
    Indiana Gas has been pursuing recovery from three
    separate sources for the costs it has incurred and
    expects to incur relating to the 26 sites. Those
    sources are insurance carriers, potentially
    responsible parties (PRPs) and recovery through
    rates from retail gas customers. On April 14, 1995,
    Indiana Gas filed suit against a number of
    insurance carriers for payment of claims for
    investigation and clean-up costs already incurred,
    as well as for a determination that those carriers
    are obligated to pay these costs in the future.
    Presently, that suit is set for trial to begin
    October 21, 1996, in the United States District
    Court for the Northern District of Indiana in Fort
    Wayne, Indiana. Indiana Gas has obtained cash
    settlements from some of the defendant insurance
    carriers and, as a result, those carriers have been
    dismissed from the suit.
    
    Indiana Gas has also completed the process of
    identifying PRPs for each site. PRPs include two
    financially viable utilities, PSI Energy, Inc.
    (PSI) and Northern Indiana Public Service Company
    (NIPSCO). PSI has been identified as a PRP at 19 of
    the sites. Indiana Gas is presently in negotiations
    with PSI to determine PSI's share of
    responsibility. With the help of outside counsel,
    Indiana Gas has prepared estimates of PSI's and
    other PRP's share of environmental liabilities
    which may exist at each of the sites based on
    equitable principles derived from case law or
    applied by parties in achieving settlements. NIPSCO
    has been identified as an additional PRP at five of
    these 19 sites. On September 27, 1995, Indiana Gas
    reached an agreement with NIPSCO which provides for
    a coordination of efforts and a sharing of
    investigation and clean-up costs incurred and to be
    incurred at the five sites in which they both have
    an interest. The cost sharing estimates of PSI and
    other PRPs, and the NIPSCO agreement, have been
    utilized by Indiana Gas to record a receivable from
    PRPs for their share of the liability for work
    performed by Indiana Gas to date, as well as to
    accrue Indiana Gas' proportionate share of the
    estimated cost related to work not yet performed.
    The receivable from PRPs of $3.5 million is
    reflected in Accounts Receivable on the
    Consolidated Balance Sheet at December 31, 1995.
    
    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 May 3,
    1995, the IURC concluded that the costs incurred by
    Indiana Gas to investigate and, if necessary, clean-
    up former manufactured gas plant sites are not
    utility operating expenses necessary for the
    provision of utility service and, therefore, are
    not recoverable as operating expenses from utility
    customers. The decision was contrary to rulings in
    other states where utility regulatory commissions
    have issued orders on the subject. The precedent
    cited by the IURC was a ruling related to a
    cancelled nuclear power plant which, unlike
    manufactured gas plants, never provided service to
    the public. Management believes applying the
    nuclear power plant issue to Indiana Gas' case was
    an incorrect application of the law and has
    appealed the decision to the Indiana Court of
    Appeals. Under the schedule of the Indiana Court of
    Appeals, briefing of the issues is expected to
    occur during the spring of 1996. The Commission did
    indicate that during Indiana Gas' next rate case it
    would be appropriate to quantify the effect of the
    investigation and clean-up activities as part of
    the business risk to be considered by the
    Commission in establishing the overall rate of
    return to be allowed.
    
    Indiana Gas has recorded $11.3 million for its
    share of environmental costs to date. As a result
    of its pursuit of recovery of costs from PRPs and
    insurance carriers, Indiana Gas has secured
    settlements from insurers of approximately $12.4
    million. Amounts recovered in excess of its share
    of costs to date have been deferred. The May 3,
    1995, order of the IURC has had no immediate impact
    on Indiana Gas' earnings since settlements with
    insurers exceed Indiana Gas' share of environmental
    liability recorded to date.
    
    The impact on Indiana Gas' financial position and
    results of operations of complying with federal,
    state and local environmental regulations related
    to former manufactured gas plant sites is
    contingent upon several uncertainties. These
    include the costs of any compliance activities
    which may occur and the timing of the actions
    taken, the impact of joint and several liability
    upon the magnitude of the contingency, the outcome
    of proceedings which challenge the IURC ruling on
    recovery of costs from customers, as well as any
    additional recoveries of environmental and related
    costs from insurance carriers. Although there can
    be no assurance of success, to the extent possible
    Indiana Gas will continue to manage the
    manufactured gas plant remediation program so that
    amounts received from insurance carriers and PRPs
    will be sufficient to fund all such costs.

10. 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.

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

Results of Operations

                       Earnings
    Net income for the three- and twelve-month periods
ended December 31, 1995, when compared to the same periods
one year ago are listed below.  The sharp increase in
earnings for the three-month period is attributable to
weather that was 46 percent colder than last year.
Significantly higher earnings for the twelve-month period
are the result of weather 7 percent colder than last year
and additional customers, as well as reductions in
operation and maintenance expenses which reflect
management's ongoing efforts to control costs.

       Periods Ended December 31    1995     1994
       (Millions)
          Three Months             $18.9    $10.8
          Twelve Months            $40.3    $30.2

    The following discussion highlights the factors
contributing to these results.

          Margin (Revenues Less Cost of Gas)
    Margin for the quarter ended December 31, 1995,
increased $14.6 million compared to the same period last
year.  The increase was primarily due to weather that was
46 percent colder than last year and 9 percent colder than
normal.

    Margin for the twelve-month period ended December 31,
1995, increased $13.7 million compared to the same period
last year.  The increase for the twelve-month period
reflects weather 7 percent colder than the same period
last year and 1 percent warmer than normal, as well as
additional residential and commercial customers.

    Total system throughput (combined sales and
transportation) increased 29 percent (9.0 MMDth) and 7
percent (7.3 MMDth) for the three- and twelve-month
periods, respectively, compared to the same periods one
year ago.  These increases are a result of higher
residential and commercial space heating sales caused by
colder weather, as well as an increase in industrial
throughput.

    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 increased
to $2.71 for the three-month period ended December 31,
1995, compared to $2.68 for the same period one year ago.
For the twelve-month period, cost of gas per unit
decreased to $2.55 in the current period compared to $2.78
for the same period last year.

    Adjustments to Indiana Gas' rates and charges related
to the cost of gas are made through gas cost adjustment
(GCA) procedures established by Indiana law and
administered by the Indiana Utility Regulatory Commission
(IURC).  The GCA passes through increases and decreases in
cost of gas to Indiana Gas' customers dollar for dollar.
                           
                  Operating Expenses
    Operation and maintenance expenses remained
approximately the same for the three-month period ended
December 31, 1995, when compared to the same period one
year ago.  Operation and maintenance expenses for the
twelve-month period decreased $4.5 million primarily due
to lower expenses for labor, outside services, office
supplies and advertising.  Operation and maintenance
expenses for both current periods reflect management's
ongoing efforts to control costs.

    Depreciation and amortization expense increased for
the three- and twelve-month periods ended December 31,
1995, 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-
and twelve-month periods ended December 31, 1995, when
compared to the same periods one year ago due to higher
taxable income.

    Taxes other than income taxes increased for the three-
month period ended December 31, 1995, when compared to the
same period one year ago due to higher gross receipts tax
expense.  Taxes other than income taxes decreased for the
twelve-month period due to lower gross receipts tax
expense.

                   Interest Expense
    Interest expense remained approximately the same for
the three-month period ended December 31, 1995, when
compared to the same period one year ago.  Interest
expense decreased for the twelve-month period due to a
decrease in average debt outstanding and a decrease in
interest rates.

Other Operating Matters

                Gas Management Alliance
     On January 31, 1996, Indiana Energy, the parent of
Indiana Gas, and Citizens Gas and Coke Utility
(Citizens Gas) signed a letter of intent to form a
jointly-owned partnership for natural gas supply and
related marketing services.  The new entity will
provide complete gas supply and related marketing
services for Indiana Gas and Citizens Gas starting
sometime this spring subject to the execution of a
definitive agreement.  In addition, the joint entity
will offer gas supply and related marketing services to
other businesses in Indiana and other markets.  The new
entity will assume the responsibilities of Indiana
Energy Services, Inc., Indiana Energy's gas marketing
affiliate, which had provided similar services to other
customers and as of January 1, 1996, to Indiana Gas.

               1996 Settlement Agreement
     As provided in the previous year's settlement
agreement among Indiana Gas, the Office of Utility
Consumer Counselor (OUCC) and a group of large-volume
users, the OUCC performed an investigation during
fiscal 1995 to consider an increase to Indiana Gas'
authorized utility operating income. These parties then
entered a series of negotiations designed to increase
Indiana Gas' opportunity to earn on its recent capital
investments while avoiding the necessity of a general
rate filing. As a result of these negotiations, the
IURC approved on November 9, 1995, a settlement
agreement which provided, among other things, for the
following: (1) an increase in Indiana Gas' authorized
utility operating income from $51.1 million to $54.2
million beginning in fiscal 1996; (2) with certain
specified exceptions, Indiana Gas may not file a
petition to increase its base rates until November 15,
1996; and (3) an agreement to a number of operational
and other service enhancements for large-volume
customers.
                           
                 Environmental Matters
     Indiana Gas is currently conducting environmental
investigations and work at certain sites that were the
locations of former manufactured gas plants. It is
seeking to recover the costs of the investigations and
work from insurance carriers, other potentially
responsible parties (PRPs) and customers. On May 3,
1995, Indiana Gas received an order from the IURC in
which the Commission concluded that the costs incurred
by Indiana Gas to investigate and, if necessary, clean-
up former manufactured gas plant sites are not utility
operating expenses necessary for the provision of
service and, therefore, are not recoverable as
operating expenses from utility customers. The order is
being appealed. The IURC order has had no immediate
impact on Indiana Gas' earnings since settlements with
insurers of $12.4 million exceed Indiana Gas' share of
environmental liability recorded to date. For further
information regarding the status of investigation and
remediation of the sites, PRPs, financial reporting and
ratemaking, see Note 9.

              Indiana Legislative Matters
     On April 26, 1995, the Indiana General Assembly
enacted Senate Enrolled Act No. 637, which provides new
flexibility to the IURC for future regulation of
Indiana utilities and modifies the application of the
earnings test.

     The new law recognizes that competition is
increasing in the provision of energy services and that
flexibility in the regulation of energy services
providers is essential to the well-being of the state,
its economy and its citizens. Under the law, an energy
utility can present to the IURC a broad range of
proposals from performance-based ratemaking to complete
deregulation of a utility's operations. The law gives
the IURC the authority to adopt alternative regulatory
practices, procedures, and mechanisms and establish
rates and charges that are in the public interest, and
will enhance or maintain the value of the energy
utility's retail energy services or property. It also
provides authority to the IURC to establish rates and
charges based on market or average prices that use
performance-based rewards or penalties, or which are
designed to promote efficiency in the rendering of
retail energy services.

     The IURC applies the Indiana statute authorizing
the GCA procedures to reduce rates when necessary so as
to limit utility operating income to the level
authorized in the last general rate order. On a
quarterly basis, this earnings test is performed by
comparing Indiana Gas' authorized utility operating
income to its actual utility operating income (weather
normalized) for the previous 12 months. In the past,
one-fourth of the amounts over the authorized utility
operating income would be refundable to Indiana Gas'
customers each quarter. The new law revises the
earnings test to provide that no refund be paid to the
extent a utility has not earned its authorized utility
operating income over the previous 60 months (or during
the period since the utility's last rate order, if
longer). The revised test provides Indiana Gas a
greater opportunity to earn its authorized utility
operating income over the long term.


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 December 31,
1995,  Indiana Gas' capital expenditures totaled $54.3
million.  Of this amount, 93 percent was provided by funds
generated internally (net income less dividends plus
charges to net income not requiring funds).  Capital
expenditures for fiscal 1996 are estimated at $58.8 million
of which $12.2 million have been expended during the
three-month period ended December 31, 1995.

    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 long-term
debt of Indiana Gas is currently rated Aa3 by Moody's
Investors Service and AA- by Standard & Poor's Corporation.
Indiana Gas' ratio of earnings to fixed charges was 4.9 for
the twelve months ended December 31, 1995 (see Exhibit 12).

    On April 5, 1995, Indiana Gas filed with the Securities
and Exchange Commission (SEC) a prospectus supplement for
the offering of its Medium-Term Notes, Series E (Notes)
with an aggregate principal amount of up to $55 million.
The Notes were registered under the existing shelf
registration statement filed November 20, 1992, with the
SEC with respect to the issuance of up to $90 million in
aggregate principal amount of debt securities ($35 million
was previously withdrawn from this shelf as a result of the
December 9, 1992, issuance of 6 5/8%, Series D Notes).
Indiana Gas plans to issue the Notes from time to time
through 1997.  The Notes, when issued, will be due not less
than 9 months and not more than 40 years from the date of
issue, and will bear interest at a fixed or variable rate
as negotiated between the purchaser and Indiana Gas.  The
net proceeds from the sale of the Notes will be used to
finance, in part, the refunding of long-term debt, Indiana
Gas' continuing construction program and for other
corporate purposes.  During June 1995, $20 million in
aggregate principal amount of the Notes were issued as
follows:  $5 million of the 7.15% Notes due March 15, 2015,
$5 million of 6.31% Notes due June 10, 2025, and $10
million of 6.53% Notes due June 27, 2025.  During December
1995, an additional $20 million in aggregate principal
amount of the Notes were issued as follows:  $5 million of
6.69% Notes due June 10, 2013, $5 million of 6.69% Notes
due December 21, 2015, and $10 million of 6.69% Notes due
December 29, 2015.

    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.

Part II - Other Information

Item 1.    Legal Proceedings

   See Note 9 of the Notes to Consolidated Financial
Statements for litigation matters involving insurance
carriers pertaining to Indiana Gas' former manufactured
gas plants and storage facilities.

Item 6.    Exhibits and Reports on Form 8-K

       (a) Exhibits
           12    Computation of Ratio of Earnings to
                 Fixed Charges, filed herewith.

           27    Financial Data Schedule, filed
                 herewith.

       (b) No Current Reports on Form 8-K were filed
           during the quarter ended December 31, 1995.



                      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 February 12, 1996        /s/Niel C. Ellerbrook
                               Niel C. Ellerbrook
                               Senior Vice President and
                               Chief Financial Officer



Dated February 12, 1996        /s/Jerome A. Benkert
                               Jerome A. Benkert
                               Controller




<TABLE>
                                                       EXHIBIT 12

               INDIANA GAS COMPANY, INC.
               AND SUBSIDIARY COMPANIES
                           
   COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
             (In Thousands, Except Ratios)
                           
                                      Twelve Mos. 
                                      Ended               Fiscal Year Ended September 30
                                      12/31/95       1995     1994     1993     1992     1991
<S>                                   <C>         <C>      <C>      <C>      <C>      <C>
Earnings:
 Net income                            $40,258    $32,109  $34,596  $28,534  $25,743  $23,286
 Adjustments:
   Income taxes                         23,605     18,630   17,977   16,030   12,800   11,665
   Fixed charges (see below)            16,465     16,395   16,986   17,556   15,642   15,482
Total adjusted earnings                $80,328    $67,134  $69,559  $62,120  $54,185  $50,433


Fixed charges:
 Total interest expense                $15,528    $15,530  $16,037  $16,640  $14,556  $14,411
 Interest component of rents               937        865      949      916    1,086    1,071
Total fixed charges                    $16,465    $16,395  $16,986  $17,556  $15,642  $15,482

Ratio of earnings to fixed charges         4.9        4.1      4.1      3.5      3.5      3.3

</TABLE>


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from Indiana Gas
Company, Inc.'s consolidated financial statements as of December 31, 1995, and
for the three months then ended and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                      558,964
<OTHER-PROPERTY-AND-INVEST>                        186
<TOTAL-CURRENT-ASSETS>                         165,590
<TOTAL-DEFERRED-CHARGES>                        16,050
<OTHER-ASSETS>                                       0
<TOTAL-ASSETS>                                 740,790
<COMMON>                                       142,995
<CAPITAL-SURPLUS-PAID-IN>                            0
<RETAINED-EARNINGS>                            137,837
<TOTAL-COMMON-STOCKHOLDERS-EQ>                 280,832
                                0
                                          0
<LONG-TERM-DEBT-NET>                           193,693
<SHORT-TERM-NOTES>                              23,200
<LONG-TERM-NOTES-PAYABLE>                            0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0
<LONG-TERM-DEBT-CURRENT-PORT>                        0
                            0
<CAPITAL-LEASE-OBLIGATIONS>                          0
<LEASES-CURRENT>                                     0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 243,065
<TOT-CAPITALIZATION-AND-LIAB>                  740,790
<GROSS-OPERATING-REVENUE>                      154,309
<INCOME-TAX-EXPENSE>                            11,405
<OTHER-OPERATING-EXPENSES>                     120,250
<TOTAL-OPERATING-EXPENSES>                     131,655
<OPERATING-INCOME-LOSS>                         22,654
<OTHER-INCOME-NET>                                 266
<INCOME-BEFORE-INTEREST-EXPEN>                  22,920
<TOTAL-INTEREST-EXPENSE>                         3,992
<NET-INCOME>                                    18,928
                          0
<EARNINGS-AVAILABLE-FOR-COMM>                   18,928
<COMMON-STOCK-DIVIDENDS>                         6,250
<TOTAL-INTEREST-ON-BONDS>                        3,637
<CASH-FLOW-OPERATIONS>                         (2,880)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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