IWC RESOURCES CORP
10-C/A, 1995-09-05
WATER SUPPLY
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                          FORM 10-C/A
                (AMENDMENT NO. 1 TO FORM 10-C)

              SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC  20549

     AMENDMENT TO REPORT BY ISSUER OF SECURITIES QUOTED ON
                    THE NASDAQ STOCK MARKET
         FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934
             AND RULE 13A-17 OR 15D-17 THEREUNDER

                   IWC RESOURCES CORPORATION
        (Exact name of issuer as specified in charter)

        1220 Waterway Boulevard, Indianapolis, IN 46202
           (address of principal executive offices)

Issuer's telephone number, including area code: (317) 639-1501

          I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or
more in the number of shares outstanding:

1.  Title of security:  Common Stock, no par value per share

2.  Number of shares outstanding before the change:  7,175,963

3.  Number of shares outstanding after the change:  7,931,111

4.  Effective date of change:  August 22, 1995

5.  Method of change:  Merger

    Give brief description of transaction:  755,148 shares of the
    common stock of IWC Resources Corporation were issued to the
    shareholders of Miller Pipeline Corporation, an Ohio
    corporation ("MPC"), in consideration of the merger of MPC
    with and into a wholly-owned subsidiary of IWC Resources
    Corporation.

                 II.  CHANGE IN NAME OF ISSUER

1.  Name prior to change:  N/A

2.  Name after change:  N/A

3.  Effective date of charter amendment changing name:  N/A

4.  Date of shareholder approval of change, if required:  N/A



Date  September 5, 1995          /s/ J.A. Rosenfeld
                                 J. A. Rosenfeld, Executive
                                       Vice President



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