INDIANA GAS CO INC
8-K, 2000-12-27
NATURAL GAS DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                            ------------------------

                                    FORM 8-K

                             -----------------------

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): December 21, 2000

                            INDIANA GAS COMPANY, INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                     INDIANA

                 (State or Other Jurisdiction of Incorporation)

         1-6494                                    35-0793669
(Commission File Number)                  (IRS Employer Identification No.)


                              20 N.W. Fourth Street
                            Evansville, Indiana 47741
               (Address of Principal Executive Offices)(Zip Code)

       Registrant's Telephone Number, Including Area Code: (812) 465-5300




<PAGE>


Item 5.   Other Events.

          Indiana Gas Company,  Inc.  hereby files a Purchase  Agreement,  dated
December 21, 2000, and a form of Fifth  Supplemental  Indenture to the Indenture
dated  as  of  February  1,  1991,  attached  hereto  as  Exhibits  1  and 4 and
incorporated  herein by reference,  in connection  with the Indiana Gas Company,
Inc.  issuance  of  $20,000,000  aggregate  principal  amount  of 7.15%  Insured
Quarterly  Notes (the "15-Year IQ Notes") and  $50,000,000  aggregate  principal
amount of 7.45% Insured Quarterly Notes (the "30-Year IQ Notes").


Item 7.   Financial Statements and Exhibits.

          The following exhibits are filed as part of this report:

          Exhibit 1 - Purchase  Agreement,  dated  December  21,  2000,  between
Indiana Gas Company, Inc. and Edward D. Jones & Co., L.P.

          Exhibit  4 - Form of Fifth  Supplemental  Indenture  to the  Indenture
dated as of February 1, 1991,  between  Indiana Gas Company,  Inc. and U.S. Bank
Trust National  Association with respect to the issuance of the 15-Year IQ Notes
and the 30-Year IQ Notes.

<PAGE>




                                   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 hereunto duly authorized.


                                         INDIANA GAS COMPANY, INC.
                                         (Registrant)


Dated: December 27, 2000                 By:/s/ M. Susan Hardwick
                                            ----------------------------------
                                            M. Susan Hardwick
                                            Vice President and Controller





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