INDIANA ENERGY INC
U-3A-2, 1996-02-27
NATURAL GAS DISTRIBUTION
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                                   February 27, 1996



Securities and Exchange Commission
6432 General Green Way
Alexandria, VA  23212-2413

Gentlemen:

   We are transmitting herewith Indiana Energy, Inc.'s
Statement on Form U-3A-2.

   The $500.00 filing fee was transmitted via FEDWIRE on
February 26, 1996.

                                   Sincerely,


                                   /s/Kathleen S. Morris
                                   Kathleen S. Morris

KSM:rs
                                        
                                        
                                        
                                        File No. 069-00312


                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                              
                         FORM U-3A-2


       Statement by Holding Company Claiming Exemption
     Under Rule U-3A-2 from the Provisions of the Public
             Utility Holding Company Act of 1935

            To Be Filed Annually Prior to March 1


                    INDIANA ENERGY, INC.

hereby files with the Securities and Exchange
Commission (Commission), pursuant to Rule 2, its
statement claiming exemption as a holding company from
the provisions of the Public Utility Holding Company
Act of 1935, and submits the following information:

    1.  Name, State of organization, location and
nature of
business of claimant and every subsidiary thereof.

       Indiana Energy, Inc. (Indiana Energy), Claimant
    in this statement, is an Indiana corporation with
    its principal offices in Indianapolis, Indiana.
    Claimant is a "holding company" (as such term is
    defined by the Act), owning all of the issued and
    outstanding shares of common stock of Indiana Gas
    Company, Inc. (Indiana Gas) and IEI Investments,
    Inc. (IEI Investments).

       Indiana Gas is an Indiana corporation engaged
    in the business of supplying gas service at retail,
    including transportation, to ultimate consumers,
    all within the state of Indiana.  For the
    twelve-month period ending December 31, 1995,
    virtually all of Indiana Energy's consolidated
    earnings were derived from the operations of
    Indiana Gas and its subsidiaries.  Indiana Gas is a
    "subsidiary company" of Indiana Energy and is also
    a "gas utility company" and a "public utility
    company" (as such terms are defined by the Act).

       Indiana Gas owns all of the issued and
    outstanding shares of common stock of Terre Haute
    Gas Corporation (Terre Haute) and Richmond Gas
    Corporation (Richmond), both of which are Indiana
    corporations.  While Terre Haute and Richmond
    technically exist as separate corporate entities,
    in accordance with an order issued by the Indiana
    Utility Regulatory Commission, Indiana Gas, Terre
    Haute and Richmond have combined their operations
    for all purposes and are transacting business under
    the name Indiana Gas Company, Inc.  Pursuant to
    that order, accounting records and financial
    reports are on a consolidated basis.  For purposes
    of this statement, any reference to Indiana Gas
    will, in effect, be inclusive of the separate
    corporate entities of Richmond and Terre Haute.

       Indiana Energy owns all of the outstanding
    shares of capital stock of IEI Investments, an
    Indiana corporation.  IEI Investments was formed
    for the purpose of grouping and controlling
    nonregulated businesses of Indiana Energy and
    investments therein and to separate them from
    regulated businesses.

       IEI Investments owns all of the issued and
    outstanding shares of capital stock of IGC Energy,
    Inc. (IGC Energy), an Indiana corporation.  On
    November 1, 1994, IGC Energy formed Indiana Energy
    Services, Inc. (IES), an Indiana corporation which
    provides gas supply and related marketing services
    to large-volume industrial and commercial
    customers, small local distribution companies,
    other natural gas marketing companies, and as of
    January 1, 1996, to Indiana Gas.  IGC Energy holds
    interests in the following businesses as well:

       (i)    IGC Energy is a limited partner in Lima Resources
              Associates, L.P. (LIMA).  Other limited
              partners are Laclede Energy Resources,
              Inc., a wholly-owned subsidiary of Laclede
              Gas Company, a general partner; Vulcan Oil
              and Gas Company, a subsidiary of
              Alabama-Tennessee Natural Gas Company; and
              Mississippi Energies, Inc., a subsidiary of
              Mississippi Valley Gas Company.  LIMA is
              engaged in the business of exploring for
              hydrocarbons.

       (ii)   On October 2, 1990, IGC Energy acquired 
              approximately 35 percent of the outstanding 
              voting securities of Loggins, Incorporated, a
              wholesale distributor of propane and
              natural gas appliances and corrugated
              stainless steel tubing (flexible pipe)
              based in Indianapolis, Indiana.

       (iii)  On January 16, 1996, IGC Energy became a 
              limited partner in Cambridge Ventures, 
              L.P., a venture capital fund based in 
              Indianapolis, Indiana, which invests in 
              growth-oriented companies for the purpose 
              of obtaining long-term capital gains.

       IEI Investments also owns all of the
    outstanding voting securities of Energy Realty,
    Inc. (Energy Realty).  Energy Realty is an Indiana
    corporation  engaged in the business of real
    estate.  Energy Realty currently owns a warehouse
    facility which is leased to Indiana Gas and is also
    a limited partner in three affordable housing
    complexes.

       On January 31, 1996, Indiana Energy and
    Citizens Gas and Coke Utility (Citizens Gas) signed
    a letter of intent to form a jointly-owned limited
    liability corporation 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 IES.

    2.   A brief description of the properties of
claimant and each of its subsidiary public utility
companies used for the production, transmission and
distribution of natural or manufactured gas, indicating
the location of principal transmission lines, producing
fields, gas manufacturing plants and gas distribution
facilities, including all such properties which are
outside the State in which claimant and its
subsidiaries are organized and all transmission or
pipelines which deliver or receive gas at the borders
of such State.

       At the date of the filing of this Statement,
    Indiana Energy had no properties and is solely a
    holding company owning all of the issued and
    outstanding shares of common stock of Indiana Gas
    and IEI Investments.

       The properties of Indiana Gas used for the
    production, storage and distribution of gas are
    located solely within the state of Indiana except
    for pipeline facilities extending from points in
    northern Kentucky to points in southern Indiana by
    means of which gas is transported to Indiana for
    sale or transportation by Indiana Gas to ultimate
    customers in Indiana.  At December 31, 1995, these
    included approximately 10,164 miles of distribution
    mains; 480,673 meters, seven reservoirs for
    underground storage of purchased gas with
    approximately 107,074 acres of land owned and/or
    held under storage easements with 10,740,151 Dth of
    gas in storage providing a daily deliverability
    capacity of 138,860 Dth.  Indiana Gas has five
    liquefied petroleum air gas manufacturing plants
    with a total daily capacity of 36,700 Dth of gas.
    These properties are used by Indiana Gas in its gas
    operations in which gas is supplied to
    approximately 467,000 consumers in 281 communities
    in 48 of the 92 counties in the state of Indiana.
    The largest communities served are Muncie,
    Anderson, Lafayette-West Lafayette, Bloomington,
    Terre Haute, Marion, New Albany, Columbus,
    Jeffersonville, New Castle and Richmond.

       Indiana Gas obtains gas for its operations
    primarily from out-of-state producers, brokers and
    marketers under both medium-term and short-term
    contracts.  Gas is transported to Indiana Gas'
    system by interstate pipeline suppliers under
    Federal Energy Regulatory Commission approved rate
    schedules.

    3.   The following information for the last
calendar year with respect to Claimant and each of its
subsidiary public utility companies:

    (a) Number of Dth of gas distributed at retail:

          Company        Calendar Year     DTH

        Indiana Gas             1995    84,563,000  Sales
                                        33,917,000  Transportation
                                       118,480,000  Total Throughput

    (b) Number of Dth of gas distributed at retail
        outside the State in which each such company is organized:

        None

    (c) Number of Dth of gas sold at wholesale
        outside the State in which each such company is
        organized, or at the State line:

        None

    (d) Number of Dth of gas purchased outside the
        State in which each such company is organized
        or at the State line:

           Indiana Gas purchased 81,858,000 Dth of gas
        outside the state of Indiana during calendar
        1995. These were purchases for system supply.
        This gas was transported by interstate pipeline
        companies to Indiana Gas facilities within the
        State or delivery points in northern Kentucky.

   4.  The following information for the reporting
period with respect to claimant and each interest it
holds directly or indirectly in a EWG or a foreign
utility company.

        Inapplicable to claimant.

                          Exhibit A

    A consolidating statement of income and a
consolidating statement of retained earnings of Indiana
Energy and subsidiaries, for the calendar year 1995,
together with a consolidating balance sheet of Indiana
Energy and subsidiary companies, as of the close of
such calendar year, are annexed hereto as Exhibit A.

                          Exhibit B

    See the Financial Data Schedule filed herewith as
Exhibit 27.

                          Exhibit C

    Inapplicable to claimant.

    The above named Claimant has caused this statement
to be duly executed on its behalf by its authorized
officer on this 27th day of February 1996.

                                INDIANA ENERGY, INC.
                                (Name of Claimant)




                              By /s/Niel C. Ellerbrook
                                 Niel C. Ellerbrook
                                 Vice President and Treasurer
                                 and Chief Financial Officer

Attest:




/s/Ronald E. Christian
Ronald E. Christian
Secretary

Name, title and address of officer to whom notices and
correspondence concerning this statement should be
addressed:

                                Niel C. Ellerbrook
                                Vice President and Treasurer
                                and Chief Financial Officer
                                Indiana Energy, Inc.
                                1630 North Meridian Street
                                Indianapolis, Indiana  46202

<TABLE>                                                           
                                                           
                                             INDIANA ENERGY, INC. AND SUBSIDIARIES
                                                  CONSOLIDATING BALANCE SHEET
                                                       DECEMBER 31, 1995
                                                    (Thousands - Unaudited)

                                                                                                  Indiana
                                                   Indiana       IEI                     Energy   Energy    Adjustments
                                     Indiana     Gas Company, Investments     IGC        Realty,  Services,   Debit
                 ASSETS             Energy, Inc.    Inc.         Inc.      Energy, Inc.  Inc.     Inc.       (Credit)   Consolidated
<S>                                 <C>          <C>          <C>          <C>           <C>      <C>       <C>         <C>
UTILITY PLANT:
  Utility plant - original cost     $         -  $  882,124   $      -     $         -   $     -  $      -  $       -   $ 882,124
  Less - Accumulated depreciation 
           and amortization                   -     323,160          -               -         -         -          -     323,160
                                              -     558,964          -               -         -         -          -     558,964

EQUITY IN NET ASSETS OF WHOLLY-
  OWNED SUBSIDIARIES:                                                                             
      Indiana Gas Company, Inc.         280,832           -          -               -         -         -   (280,832)          -
      IEI Investments, Inc.              10,333           -          -               -         -         -    (10,333)          -
      IGC Energy, Inc.                        -           -      9,958               -         -         -     (9,958)          -
      Energy Realty, Inc.                     -           -        355               -         -         -       (355)          -
      Indiana Energy Services, Inc.           -           -          -             253         -         -       (253)          -
                                        291,165           -     10,313             253         -         -   (301,731)          -

NONUTILITY PLANT AND OTHER
  INVESTMENTS - NET                           -         186          -             616     6,278         -          -       7,080

CURRENT ASSETS:                                                                                                   
  Cash and cash equivalents               1,992      19,670         17           9,109       383     1,025    (12,526)     19,670
  Accounts receivable, less 
    reserves                                  -      43,313          -              61         -     1,274          -      44,648
  Accounts receivable from 
    affiliated companies                     36           -          3              32        86     3,998     (4,155)          -
  Accrued unbilled revenues                   -      45,121          -               -         -         -          -      45,121
  Materials and supplies - at 
    average cost                              -       3,827          -               -         -         -          -       3,827
  Liquefied petroleum gas - at 
    average cost                              -         876          -               -         -         -          -         876
  Gas in underground storage - at
      last-in, first-out cost                 -      51,392          -               -         -         -          -      51,392
  Prepayments and other                       -       1,391          -              63         3         -          -       1,457
                                          2,028     165,590         20           9,265       472     6,297    (16,681)    166,991
DEFERRED CHARGES:
  Unamortized debt discount and                                                            
    expense                                   -       6,811          -               -       119         -           -      6,930
  Other                                       3       9,239          -             110         -         3           -      9,355
                                              3      16,050          -             110       119         3           -     16,285
                                    $   293,196  $  740,790   $ 10,333     $    10,244   $ 6,869  $  6,300  $ (318,412) $ 749,320

</TABLE>

<TABLE>
                                             INDIANA ENERGY, INC. AND SUBSIDIARIES
                                                   CONSOLIDATING BALANCE SHEET
                                                        DECEMBER 31, 1995
                                                     (Thousands - Unaudited)


                                                                                                  Indiana  
                                                    Indiana     IEI                      Energy   Energy    Adjustments
  SHAREHOLDERS' EQUITY AND            Indiana    Gas Company, Investments      IGC       Realty,  Services    Debit
  LIABILITIES                       Energy, Inc.    Inc.      Inc.         Energy, Inc.  Inc.     Inc.      (Credit)    Consolidated
<S>                                 <C>          <C>          <C>          <C>           <C>      <C>       <C>         <C>
CAPITALIZATION:
  Common stock                      $   145,236  $  142,995   $      1     $         1   $     1  $      1  $  142,999  $ 145,236
  Paid-in capital                             -           -      4,179           4,361         -         -       8,540          -
  Unearned compensation - 
    restricted stock grants                (731)          -          -               -         -         -           -       (731)
  Retained earnings                     148,587     137,837      6,153           5,596       354       252     150,192    148,587
      Total common shareholders' 
        equity                          293,092     280,832     10,333           9,958       355       253     301,731    293,092
  Long-term debt -
      First mortgage bonds                    -      18,950          -               -         -         -           -     18,950
      Notes payable                           -     174,743          -               -     2,407         -           -    177,150
                                              -     193,693          -               -     2,407         -           -    196,100
                                        293,092     474,525     10,333           9,958     2,762       253     301,731    489,192

CURRENT LIABILITIES:
  Maturities and sinking fund
    requirements of long-term debt            -           -          -               -       267         -           -        267
  Notes payable                               -      23,200          -               -     3,800         -           -     27,000
  Accounts payable                            -      79,703          -             139         -     5,912      16,391     69,363
  Accounts payable to affiliated
      companies                              23           -          -             112         -        30         165          -
  Refundable gas costs                        -       8,008          -               -         -         -           -      8,008
  Customer deposits and advance      
    payments                                  -      16,976          -               -         -         -           -     16,976
  Accrued taxes                               -      18,175          -              35         -       105         125     18,190
  Accrued interest                            -       4,859          -               -        40         -           -      4,899
  Other current liabilities                   -      20,068          -               -         -         -         (81)    20,149
                                             23     170,989          -             286     4,107     6,047      16,600    164,852

DEFERRED CREDITS:
  Deferred income taxes                       -      65,798          -               -         -         -           -     65,798
  Unamortized investment tax 
    credit                                    -      11,871          -               -         -         -           -     11,871
  Customer advances for 
    construction                              -       1,418          -               -         -         -           -      1,418
  Regulatory income tax 
    liability                                 -       3,797          -               -         -         -           -      3,797
  Other                                      81      12,392          -               -         -         -          81     12,392
                                             81      95,276          -               -         -         -          81     95,276
                                    $   293,196  $  740,790   $ 10,333     $    10,244   $ 6,869  $  6,300  $  318,412  $ 749,320

</TABLE>


<TABLE>
                                             INDIANA ENERGY, INC. AND SUBSIDIARIES
                                               CONSOLIDATING STATEMENT OF INCOME
                                             TWELVE MONTHS ENDED DECEMBER 31, 1995
                                                     (Thousands - Unaudited)


                                                                                                  Indiana
                                                   Indiana      IEI                      Energy   Energy    Adjustments
                                      Indiana    Gas Company, Investments      IGC       Realty,  Services,  Debit
                                    Energy, Inc.    Inc.        Inc.       Energy, Inc.  Inc.     Inc.      (Credit)    Consolidated
<S>                                 <C>          <C>          <C>          <C>           <C>      <C>       <C>         <C>
UTILITY OPERATING REVENUES          $         -  $  445,057   $      -     $         -   $    -   $      -  $        -  $ 445,057
COST OF GAS                                   -     245,181          -               -        -          -           -    245,181
MARGIN                                        -     199,876          -               -        -          -           -    199,876

UTILITY OPERATING EXPENSES:
    Other operation                           -      68,479          -               -        -          -           -     68,479
    Maintenance                               -       7,651          -               -        -          -           -      7,651
    Depreciation and amortization             -      31,734          -               -        -          -           -     31,734
    Income taxes                              -      24,110          -               -        -          -           -     24,110
    Taxes other than income taxes             -      13,653          -               -        -          -           -     13,653
                                              -     145,627          -               -        -          -           -    145,627

UTILITY OPERATING INCOME                      -      54,249          -               -        -          -           -     54,249

INTEREST AND OTHER:
    Interest expense                          -      15,528          -               -        -          -           -     15,528
    Allowance for borrowed funds      
      used during construction                -        (236)         -               -        -          -           -       (236)
    Other amortization                        -         187          -               -        -          -           -        187
    Other income - net                        -      (1,488)         -               -        -          -           -     (1,488)
                                              -      13,991          -               -        -          -           -     13,991
                                                                                             
UTILITY INCOME                                -      40,258          -               -        -          -           -     40,258

NONUTILITY INCOME                        41,175           -      1,147           1,007      160        239       42,811       917

NET INCOME                          $    41,175  $   40,258   $  1,147     $     1,007   $  160  $     239  $    42,811 $  41,175

</TABLE>

<TABLE>

                                             INDIANA ENERGY, INC. AND SUBSIDIARIES
                                         CONSOLIDATING STATEMENT OF RETAINED EARNINGS
                                             TWELVE MONTHS ENDED DECEMBER 31, 1995
                                                     (Thousands - Unaudited)

                                                                                                 Indiana
                                                   Indiana        IEI                    Energy  Energy     Adjustments
                                      Indiana    Gas Company,  Investments    IGC        Realty, Services,   Debit
                                    Energy, Inc.     Inc.         Inc.     Energy, Inc.  Inc.    Inc.       (Credit)    Consolidated
<S>                                 <C>          <C>          <C>          <C>           <C>     <C>        <C>         <C>
BALANCE DECEMBER 31, 1994           $   131,656  $   122,079  $   5,006    $     4,589   $  194  $      13  $   131,881 $ 131,656

ADD:                                                                                                                     
Net Income                               41,175       40,258      1,147          1,007      160        239       42,811    41,175
                                        172,831      162,337      6,153          5,596      354        252      174,692   172,831

DEDUCT:
    Dividends on Common Stock            24,244       24,500          -              -        -          -      (24,500)   24,244

BALANCE DECEMBER 31, 1995           $   148,587  $   137,837  $   6,153    $     5,596   $  354  $     252  $   150,192 $ 148,587

</TABLE>


<TABLE> <S> <C>

<ARTICLE> OPUR3
<LEGEND>
This schedule contains summary financial information extracted from Indiana
Energy, Inc.'s consolidating financial statements as of December 31, 1995, and
for the twelve months then ended and is qualified in its entirety by reference
to such statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<TOTAL-ASSETS>                                 749,320
<TOTAL-OPERATING-REVENUES>                     445,057
<NET-INCOME>                                    41,175
        

</TABLE>


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