As filed with the Securities and Exchange Commission on July , 1995 
                                                    Registration No. 33-
                                       --


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                   SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)
                               Indiana 35-0672570
         (State of Incorporation) (I.R.S. Employer Identification No.)
                             20 N.W. Fourth Street
                         Evansville, Indiana 47741-0001
                                 (812) 465-5300
                    (Address of principal executive offices)

        Southern Indiana Gas and Electric Company 1994 Stock Option Plan
                              --------------------

                                  A.E. Goebel
    Senior Vice President, Chief Financial Officer, Secretary and Treasurer
                   Southern Indiana Gas and Electric Company
                             20 N.W. Fourth Street
                         Evansville, Indiana 47741-0001
                                 (812) 465-5300
      (Name and address of agent for service, including telephone number)
                              --------------------

                                    Copy to:
                      Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                     Attention: John H. Byington, Jr., Esq.

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                Amount             Proposed maximum         Proposed maximum           Amount of
          Title of securities                    to be              offering price         aggregate offering        registration
           to be registered                   registered              per share <F1>              price <F1>               fee <F2>
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                    <C>                        <C>           
Common Stock, without par value <F3>             153,666                 $27.625               $4,245,023.25            $1,470.00
====================================================================================================================================
- --------
<FN>
<F1> Determined pursuant to  Rule 457(h)  under  the  Securities Act of 1933, as
     amended (the "Securities Act"), based on the  aggregate  of  the  price  at
     which options may be exercised (the "Market Value").                              

<F2> The  registration  fee  for  the  securities  registered  hereby  has  been
     calculated pursuant to Rule 457(h) under the Securities Act.

<F3> This Registration  Statement also pertains to rights  to  purchase  No  Par
     Preferred Stock,  Series 1986, of the Registrant (the "Rights").  Until the
     occurrence  of certain prescribed events the  Rights  are  not exercisable,
     are evidenced by the certificates for  Southern  Indiana  Gas  and Electric
     Company Common Stock and will be transferred together  with  and  only with
     such securities. Thereafter, separate Rights  certificates  will be  issued
     representing   one  Right  for  each  share  of  Southern Indiana  Gas  and
     Electric  Company  Common  Stock  held  subject  to  adjustment pursuant to
     anti-dilution provisions.
</FN>
</TABLE>


<PAGE>

                                     PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  which have  heretofore  been  filed by  Southern
Indiana Gas and Electric  Company  (the  "Company")  (File No.  1-3553) with the
Securities and Exchange Commission the ("Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994.

     2. The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.

     3. The Company's Current Report on Form 8-K dated February 13, 1995.

     4.  Description of the Company's  capital stock  contained in the Company's
registration  statement  under the 1934 Act,  including  any amendment of report
filed for the purpose of updating such description.

     5.   Description  of  the  Company's  Rights  contained  in  the  Company's
Registration  Statement  on Form 8-A,  dated  October 27,  1986,  including  any
amendment or report filed for the purpose of updating such description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  1934  Act  prior  to  the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement  and made a part hereof from their  respective  dates of
filing (such documents,  and the documents  enumerated above,  being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  1934 Act in each  year  during  which  the
offering  made by this  Registration  Statement is in effect prior to the filing
with the  Commission of the  Company's  Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration  Statement  or be a part  hereof  from and after the filing of such
Annual Report on Form 10-K.

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


                                       2

<PAGE>


Item 6.  Indemnification of Directors and Officers.

     The  Registrant's  By-Laws  permits the  indemnification  of  officers  and
directors   under   certain   circumstances   to  the  full   extent  that  such
indemnification may be permitted by law.

     Such rights of  indemnification  are in addition to, and not in  limitation
of, any  rights to  indemnification  to which any  officer  or  director  of the
Company is entitled under The Indiana  General  Corporation  Act, which provides
for indemnification by a corporation of its officers and directors under certain
circumstances and subject to specified limitations as set forth therein.

     The Registrant  also has an insurance  policy  covering its liabilities and
expenses which may arise in connection  with its lawful  indemnification  of its
directors and officers for certain of their  liabilities and expenses.  Officers
and directors of the  Registrant are covered under this policy for certain other
liabilities and expenses.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number                                        Description

4(a)  -   Amended   Articles  of  Incorporation  as  amended   March  26,  1985.
          (Physically filed and  designated  in  Form  10-K, for the fiscal year
          1985, File No. 1-3553, as Exhibit 3-A.)  Articles  of Amendment of the
          Amended Articles of Incorporation, dated  March 24, 1987.   Physically
          filed and designated in Form 10-K  for  the  fiscal  year  1987,  File
          No. 1-3553, as Exhibit 3-A.)  Articles  of  Amendment  of  the Amended
          Articles of Incorporation, dated November 27, 1992.  (Physically filed
          and designated in Form 10-K for the fiscal year 1992, File No. 1-3553,
          as Exhibit 3-A).

4(b)  -   By-Laws  as  amended  through December 18, 1990.  (Physically filed in
          Form 10-K for the fiscal  year 1990, File No. 1-3553, as Exhibit 3-B.)
          By-Laws as amended through September 22,  1993.  (Physically filed and
          designated in Form 10-K for the fiscal year 1993, File  No. 1-3553, as
          Exhibit 3(b).)

5     -   Opinion  of  Messrs.  Bamberger,  Foreman,  Oswald  and Hahn as to the
          legality of securities offered  under  the  Southern  Indiana  Gas and
          Electric Company 1994 Stock Option Plan, including their consent.

23(a) -   Consent of Arthur Andersen LLP.

23(b) -   Consent of Counsel (contained in the Opinion of the Company's Counsel,
          Exhibit 5 hereto).

99    -   Southern Indiana Gas and Electric Company 1994 Stock Option Plan.

Item 9.  Undertakings.

     (1) The undersigned Registrant hereby undertakes:

          (a) to file,  during any  period  in  which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:


 
                                       3

<PAGE>



     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date  of  the  Registration  Statement  (or the most recent
          post-effective amendment  thereof)   which,  individually  or  in  the
          aggregate,  represent  a fundamental  change  in  the  information set
          forth in the Registration Statement;

    (iii) To  include  any   material  information  with  respect to the plan of
          distribution    not   previously   disclosed   in   the   Registration
          Statement  or   any   material  change  to  such  information  in  the
          Registration Statement;

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
     the registration statement is on Form S-3 or Form  S-8 and the  information
     required to be included in a post-effective  amendment by those  paragraphs
     are contained  in  periodic  reports  filed  by the Registrant  pursuant to
     Section 13(a) or  Section  15(d) of the 1934 Act that are  incorporated  by
     reference  in the registration statement.

          (b) That, for the purpose  of  determining  any  liability  under  the
     Securities Act of 1933, each such post-effective amendment shall be  deemed
     to be a new  Registration  Statement  relating to  the  securities  offered
     therein, and the offering of such securities at that time  shall  be deemed
     to be the initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (2) The undersigned  Registrant  hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
issuer's  annual  report  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein and the  offering of such  securities  at the time shall be deemed to be
the initial bona fide offering hereof.

     (3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                    EXPERTS

     Unless  otherwise   indicated,   the  financial  statements  and  schedules
incorporated  by  reference  herein have been  audited by Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.



 
                                       4

<PAGE>

                                 LEGAL OPINION

     The  legality of the Common  Stock  offered  pursuant  to the  Registration
Statement has been passed upon for the Company by Bamberger,  Foreman,  Oswald &
Hahn, Evansville, Indiana.


                                   SIGNATURES

     The Registrant: Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Evansville, State of Indiana, on the 12th day of
July, 1995.

                            SOUTHERN INDIANA GAS AND ELECTRIC
                            COMPANY


                            /s/ Ronald G. Reherman
                            By:  Ronald G. Reherman
                                 Chairman, President and Chief Executive Officer



                                       5

<PAGE>


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated and on dates indicated.


Signatures:                 Title:                            Date:


/s/ Ronald G. Reherman
RONALD G. REHERMAN          Chairman of the Board,            July 12, 1995
                            President, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)



/s/ Andrew E. Goebel
ANDREW E. GOEBEL            Senior Vice President,            July 12, 1995
                            Chief Financial Officer,
                            Secretary and Treasurer
                            (Principal Financial Officer)



/s/ S. Mark Kerney
S. MARK KERNEY              Controller                        July 12, 1995
                            (Principal Accounting Officer)



/s/ Melvin H. Dodson
MELVIN H. DODSON            Director                          July 12, 1995


/s/ Walter R. Emge
WALTER R. EMGE              Director                          July 12, 1995


/s/ Robert L. Koch, II
ROBERT L. KOCH, II          Director                          July 12, 1995


/s/ Jerry A. Lamb
JERRY A. LAMB               Director                          July 12, 1995


/s/ Donald A. Rausch
DONALD A. RAUSCH            Director                          July 12, 1995


/s/ Richard W. Shymanski
RICHARD W. SHYMANSKI        Director                          July 12, 1995




 
                                       6

<PAGE>

/s/ Donald E. Smith
DONALD E. SMITH             Director                          July 12, 1995


/s/ James S. Vinson
JAMES S. VINSON             Director                          July 12, 1995


/s/ Norman P. Wagner
NORMAN P. WAGNER            Director                          July 12, 1995




                                       7

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                     under

                           The Securities Act of 1933

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


        Southern Indiana Gas and Electric Company 1994 Stock Option Plan



                   SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)


 
                                       8

<PAGE>

                                 EXHIBIT INDEX


        Southern Indiana Gas and Electric Company 1994 Stock Option Plan

Exhibit                                                              Sequential
Number                          Description                          Page Number

4(a)  -   Amended Articles of Incorporation as amended March 26,          *
          1985.  (Physically  filed  and designated in Form 10-K,
          for the fiscal year 1985, File No. 1-3553, as Exhibit
          3-A.)  Articles of Amendment of the Amended Articles
          of Incorporation, dated March 24, 1987.  (Physically
          filed and designated in Form 10-K for the fiscal year
          1987, File No. 1-3553, as Exhibit 3-A.)  Articles of 
          Amendment of the Amended Articles of Incorporation,
          dated November 27, 1992.  (Physically filed and
          designated in Form 10-K for the fiscal year 1992,
          File No. 1-3553, as Exhibit 3-A).

4(b)  -   By-Laws as amended through December 18, 1990.                   *
          (Physically filed in Form 10-K for the fiscal year
          1990, File No. 1-3553, as Exhibit 3-B.)  By-Laws
          as amended through September 22, 1993.  (Physically
          filed and designated in Form 10-K for the fiscal
          year 1993, File No. 1-3553, as EX-3(b).)

5     -   Opinion of Messrs. Bamberger, Foreman, Oswald and
          Hahn as to the legality of securities offered under
          the Southern Indiana Gas and Electric Company 1994
          Stock Option Plan, including their consent.

23(a) -   Consent of Arthur Andersen LLP.

23(b) -   Consent of Counsel (contained in the Opinion of
          the Company's Counsel, Exhibit 5 hereto).

99    -   Southern Indiana Gas and Electric Company 1994 
          Stock Option Plan.

- ------------------------------------
* Incorporated by reference
 
                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20227}]
{"company-data": {"conformed-name": "SOUTHERN INDIANA GAS & ELECTRIC CO", "cik": "0000092195", "assigned-sic": "4931", "irs-number": "350672570", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60983", "film-number": "95553421"}, "business-address": {"street1": "20 NW FOURTH ST", "city": "EVANSVILLE", "state": "IN", "zip": "47741-0001", "phone": "8124655300"}}
As filed with the Securities and Exchange Commission on July , 1995 
                                                    Registration No. 33-
                                       --

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                   SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)
                               Indiana 35-0672570
         (State of Incorporation) (I.R.S. Employer Identification No.)
                             20 N.W. Fourth Street
                         Evansville, Indiana 47741-0001
                                 (812) 465-5300
                    (Address of principal executive offices)

        Southern Indiana Gas and Electric Company 1994 Stock Option Plan
                              --------------------

                                  A.E. Goebel
    Senior Vice President, Chief Financial Officer, Secretary and Treasurer
                   Southern Indiana Gas and Electric Company
                             20 N.W. Fourth Street
                         Evansville, Indiana 47741-0001
                                 (812) 465-5300
      (Name and address of agent for service, including telephone number)
                              --------------------

                                    Copy to:
                      Winthrop, Stimson, Putnam & Roberts
                             One Battery Park Plaza
                            New York, New York 10004
                                 (212) 858-1000
                     Attention: John H. Byington, Jr., Esq.
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                Amount             Proposed maximum         Proposed maximum           Amount of
          Title of securities                    to be              offering price         aggregate offering        registration
           to be registered                   registered              per share
price
fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, without par value
153,666                 $27.625               $4,245,023.25            $1,470.00
====================================================================================================================================
- --------
Determined pursuant to  Rule 457(h)  under  the  Securities Act of 1933, as
     amended (the "Securities Act"), based on the  aggregate  of  the  price  at
     which options may be exercised (the "Market Value").
The  registration  fee  for  the  securities  registered  hereby  has  been
     calculated pursuant to Rule 457(h) under the Securities Act.
This Registration  Statement also pertains to rights  to  purchase  No  Par
     Preferred Stock,  Series 1986, of the Registrant (the "Rights").  Until the
     occurrence  of certain prescribed events the  Rights  are  not exercisable,
     are evidenced by the certificates for  Southern  Indiana  Gas  and Electric
     Company Common Stock and will be transferred together  with  and  only with
     such securities. Thereafter, separate Rights  certificates  will be  issued
     representing   one  Right  for  each  share  of  Southern Indiana  Gas  and
     Electric  Company  Common  Stock  held  subject  to  adjustment pursuant to
     anti-dilution provisions.
PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  which have  heretofore  been  filed by  Southern
Indiana Gas and Electric  Company  (the  "Company")  (File No.  1-3553) with the
Securities and Exchange Commission the ("Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994.

     2. The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.

     3. The Company's Current Report on Form 8-K dated February 13, 1995.

     4.  Description of the Company's  capital stock  contained in the Company's
registration  statement  under the 1934 Act,  including  any amendment of report
filed for the purpose of updating such description.

     5.   Description  of  the  Company's  Rights  contained  in  the  Company's
Registration  Statement  on Form 8-A,  dated  October 27,  1986,  including  any
amendment or report filed for the purpose of updating such description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  and  15(d)  of  the  1934  Act  prior  to  the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement  and made a part hereof from their  respective  dates of
filing (such documents,  and the documents  enumerated above,  being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d) of the  1934 Act in each  year  during  which  the
offering  made by this  Registration  Statement is in effect prior to the filing
with the  Commission of the  Company's  Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration  Statement  or be a part  hereof  from and after the filing of such
Annual Report on Form 10-K.

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.

     The  Registrant's  By-Laws  permits the  indemnification  of  officers  and
directors   under   certain   circumstances   to  the  full   extent  that  such
indemnification may be permitted by law.

     Such rights of  indemnification  are in addition to, and not in  limitation
of, any  rights to  indemnification  to which any  officer  or  director  of the
Company is entitled under The Indiana  General  Corporation  Act, which provides
for indemnification by a corporation of its officers and directors under certain
circumstances and subject to specified limitations as set forth therein.

     The Registrant  also has an insurance  policy  covering its liabilities and
expenses which may arise in connection  with its lawful  indemnification  of its
directors and officers for certain of their  liabilities and expenses.  Officers
and directors of the  Registrant are covered under this policy for certain other
liabilities and expenses.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

Exhibit
Number                                        Description

4(a)  -   Amended   Articles  of  Incorporation  as  amended   March  26,  1985.
          (Physically filed and  designated  in  Form  10-K, for the fiscal year
          1985, File No. 1-3553, as Exhibit 3-A.)  Articles  of Amendment of the
          Amended Articles of Incorporation, dated  March 24, 1987.   Physically
          filed and designated in Form 10-K  for  the  fiscal  year  1987,  File
          No. 1-3553, as Exhibit 3-A.)  Articles  of  Amendment  of  the Amended
          Articles of Incorporation, dated November 27, 1992.  (Physically filed
          and designated in Form 10-K for the fiscal year 1992, File No. 1-3553,
          as Exhibit 3-A).

4(b)  -   By-Laws  as  amended  through December 18, 1990.  (Physically filed in
          Form 10-K for the fiscal  year 1990, File No. 1-3553, as Exhibit 3-B.)
          By-Laws as amended through September 22,  1993.  (Physically filed and
          designated in Form 10-K for the fiscal year 1993, File  No. 1-3553, as
          Exhibit 3(b).)

5     -   Opinion  of  Messrs.  Bamberger,  Foreman,  Oswald  and Hahn as to the
          legality of securities offered  under  the  Southern  Indiana  Gas and
          Electric Company 1994 Stock Option Plan, including their consent.

23(a) -   Consent of Arthur Andersen LLP.

23(b) -   Consent of Counsel (contained in the Opinion of the Company's Counsel,
          Exhibit 5 hereto).

99    -   Southern Indiana Gas and Electric Company 1994 Stock Option Plan.

Item 9.  Undertakings.

     (1) The undersigned Registrant hereby undertakes:

          (a) to file,  during any  period  in  which  offers or sales are being
      made, a post-effective amendment to this Registration Statement:

 
                                       3
(i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date  of  the  Registration  Statement  (or the most recent
          post-effective amendment  thereof)   which,  individually  or  in  the
          aggregate,  represent  a fundamental  change  in  the  information set
          forth in the Registration Statement;

    (iii) To  include  any   material  information  with  respect to the plan of
          distribution    not   previously   disclosed   in   the   Registration
          Statement  or   any   material  change  to  such  information  in  the
          Registration Statement;

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
     the registration statement is on Form S-3 or Form  S-8 and the  information
     required to be included in a post-effective  amendment by those  paragraphs
     are contained  in  periodic  reports  filed  by the Registrant  pursuant to
     Section 13(a) or  Section  15(d) of the 1934 Act that are  incorporated  by
     reference  in the registration statement.

          (b) That, for the purpose  of  determining  any  liability  under  the
     Securities Act of 1933, each such post-effective amendment shall be  deemed
     to be a new  Registration  Statement  relating to  the  securities  offered
     therein, and the offering of such securities at that time  shall  be deemed
     to be the initial bona fide offering thereof.

          (c) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (2) The undersigned  Registrant  hereby undertakes that, for the purpose of
determining  any liability  under the Securities Act of 1933, each filing of the
issuer's  annual  report  pursuant to Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  Registration  Statement shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
therein and the  offering of such  securities  at the time shall be deemed to be
the initial bona fide offering hereof.

     (3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                    EXPERTS

     Unless  otherwise   indicated,   the  financial  statements  and  schedules
incorporated  by  reference  herein have been  audited by Arthur  Andersen  LLP,
independent  public  accountants,  as  indicated  in their  reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

 
                                       4
LEGAL OPINION

     The  legality of the Common  Stock  offered  pursuant  to the  Registration
Statement has been passed upon for the Company by Bamberger,  Foreman,  Oswald &
Hahn, Evansville, Indiana.

                                   SIGNATURES

     The Registrant: Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Evansville, State of Indiana, on the 12th day of
July, 1995.

                            SOUTHERN INDIANA GAS AND ELECTRIC
                            COMPANY

                            /s/ Ronald G. Reherman
                            By:  Ronald G. Reherman
                                 Chairman, President and Chief Executive Officer

                                       5
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated and on dates indicated.

Signatures:                 Title:                            Date:

/s/ Ronald G. Reherman
RONALD G. REHERMAN          Chairman of the Board,            July 12, 1995
                            President, Chief Executive
                            Officer and Director
                            (Principal Executive Officer)

/s/ Andrew E. Goebel
ANDREW E. GOEBEL            Senior Vice President,            July 12, 1995
                            Chief Financial Officer,
                            Secretary and Treasurer
                            (Principal Financial Officer)

/s/ S. Mark Kerney
S. MARK KERNEY              Controller                        July 12, 1995
                            (Principal Accounting Officer)

/s/ Melvin H. Dodson
MELVIN H. DODSON            Director                          July 12, 1995

/s/ Walter R. Emge
WALTER R. EMGE              Director                          July 12, 1995

/s/ Robert L. Koch, II
ROBERT L. KOCH, II          Director                          July 12, 1995

/s/ Jerry A. Lamb
JERRY A. LAMB               Director                          July 12, 1995

/s/ Donald A. Rausch
DONALD A. RAUSCH            Director                          July 12, 1995

/s/ Richard W. Shymanski
RICHARD W. SHYMANSKI        Director                          July 12, 1995

 
                                       6
/s/ Donald E. Smith
DONALD E. SMITH             Director                          July 12, 1995

/s/ James S. Vinson
JAMES S. VINSON             Director                          July 12, 1995

/s/ Norman P. Wagner
NORMAN P. WAGNER            Director                          July 12, 1995

                                       7
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                     under

                           The Securities Act of 1933

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

        Southern Indiana Gas and Electric Company 1994 Stock Option Plan

                   SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
             (Exact name of registrant as specified in its charter)

 
                                       8
EXHIBIT INDEX

        Southern Indiana Gas and Electric Company 1994 Stock Option Plan

Exhibit                                                              Sequential
Number                          Description                          Page Number

4(a)  -   Amended Articles of Incorporation as amended March 26,          *
          1985.  (Physically  filed  and designated in Form 10-K,
          for the fiscal year 1985, File No. 1-3553, as Exhibit
          3-A.)  Articles of Amendment of the Amended Articles
          of Incorporation, dated March 24, 1987.  (Physically
          filed and designated in Form 10-K for the fiscal year
          1987, File No. 1-3553, as Exhibit 3-A.)  Articles of 
          Amendment of the Amended Articles of Incorporation,
          dated November 27, 1992.  (Physically filed and
          designated in Form 10-K for the fiscal year 1992,
          File No. 1-3553, as Exhibit 3-A).

4(b)  -   By-Laws as amended through December 18, 1990.                   *
          (Physically filed in Form 10-K for the fiscal year
          1990, File No. 1-3553, as Exhibit 3-B.)  By-Laws
          as amended through September 22, 1993.  (Physically
          filed and designated in Form 10-K for the fiscal
          year 1993, File No. 1-3553, as EX-3(b).)

5     -   Opinion of Messrs. Bamberger, Foreman, Oswald and
          Hahn as to the legality of securities offered under
          the Southern Indiana Gas and Electric Company 1994
          Stock Option Plan, including their consent.

23(a) -   Consent of Arthur Andersen LLP.

23(b) -   Consent of Counsel (contained in the Opinion of
          the Company's Counsel, Exhibit 5 hereto).

99    -   Southern Indiana Gas and Electric Company 1994 
          Stock Option Plan.

- ------------------------------------
* Incorporated by reference
 
                                       9