Registration No: 33-
     =================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                            INDIANA ENERGY, INC.
           (Exact name of registrant as specified in its charter)

               INDIANA                               35-1654378
      (State or other jurisdiction                (I.R.S. Employer
     of incorporation or organization)            Identification No.)

          1630 North Meridian Street
             Indianapolis, Indiana                  46202
     (Address of Principal Executive Offices)     (Zip Code)

             INDIANA GAS COMPANY, INC. RETIREMENT SAVINGS PLAN
                          (Full title of the plan)

         LAWRENCE A. FERGER, President and Chief Executive Officer
                            INDIANA ENERGY, INC.
          1630 North Meridian Street, Indianapolis, Indiana  46202
                  (Name and address of agent for service)
                                317-926-3351  
       (Telephone number, including area code, of agent for service)

     <TABLE>
     <CAPTION>
                              CALCULATION OF REGISTRATION FEE
      ==============================================================================

                                                Proposed    Proposed
                                                Maximum     Maximum
                                                Offering    Aggregate   Amount Of 
      Type of securities      Amount to be      Price Per   Offering    Registration
      to be registered        Registered        Share (1)   Price (1)   Fee
      -----------------------------------------------------------------------------
      <S>                     <C>               <C>         <C>         <C>
      Common Stock,           1,000,000         $19.25      $19,250,000  $6,637.94
      without par value       shares (2)(3)

      =============================================================================
      <FN>
      (1)   Estimated solely for the purpose of calculating the registration
            fee and based on average of the high and low sales prices per
            share of Common Stock of Indiana Energy, Inc. on October 7, 1994,
            pursuant to Rule 457(c)

      (2)   In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, this registration statement also covers an indeterminate
            amount of interest to be offered or sold pursuant to the employee
            benefit plan described herein.

      (3)   Any additional shares of Common Stock to be issued as a result of
            stock dividends, stock splits, or similar transactions shall be
            covered by this Registration Statement as provided in Rule 416.

      </TABLE>

                                          PART I

                        INFORMATION REQUIRED IN THE
                          SECTION 10(A) PROSPECTUS

          The document(s) containing information specified by part I
     of this Form S-8 Registration Statement (the "Registration
     Statement") will be sent or given to participants in the Indiana
     Gas Company, Inc. Retirement Savings Plan (the "Plan") as
     specified in Rule 428(b)(1) promulgated by the Securities and
     Exchange Commission (the "Commission") under the Securities Act
     of 1933, as amended (the "1933 Act").  Such document(s) are not
     being filed with the Commission but constitute (along with the
     documents incorporated by reference into the Registration
     Statement pursuant to Item 3 of part II hereof), a prospectus
     that meets the requirements of Section 10(a) of the 1933 Act.


                                  PART II  

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

          The following documents filed with the Securities and
     Exchange Commission (the "Commission") by Indiana Energy, Inc.
     (the "Company") or the Plan* pursuant to the Securities Exchange
     Act of 1934 (the "Exchange Act") are incorporated by reference in
     this Registration Statement.

               (a)  Annual Report on Form 10-K of the Company for
          the year ended September 30, 1993.

               (b)  Annual Report on Form 11-K of the Indiana Gas
          Company, Inc. Retirement Savings Plan for the year ended
          December 31, 1993.

               (c)  Annual Report on Form 11-K of the Indiana Gas
          Company, Inc. Retirement Savings Plan for Bargaining Unit
          Employees for the year ended December 31, 1993.

               (d)  Quarterly Reports of the Company on Forms 10-Q for
          the quarters ended December 31, 1993, March 31, 1994 and
          June 30, 1994.

               (e)  The Company's definitive proxy statement,
          dated December 3, 1993, filed pursuant to Section 14 of
          the Exchange Act, in connection with the annual meeting
          of its shareholders held January 10, 1994.

               (f)  The description of the Common Stock contained
          in Item 4 of the Company's Registration Statement on
          Form 8-B dated February 28, 1986, and all amendments or
          reports filed for the purpose of updating such
          description.

               (g)  The description of the Company's Rights To
          Purchase Common Stock contained in the Company's Amendment
          on Form 8 filed on April 16, 1990 to the Form 8-A
          Registration Statement filed on August 4, 1986.


     ___________________

     *    The Indiana Gas Company, Inc. Retirement Savings Plan for
          Bargaining Unit Employees was merged into the Plan effective
          October 1, 1994.  The merger did not involve any change in
          participant account balances or the benefits with respect to
          either of the plans.



               (g)  All reports and other documents subsequently
          filed by the Company pursuant to Sections 13(a), 13(c),  
          14 and 15(d) of the Exchange Act, prior to the filing
          of a post-effective amendment which indicates that all
          securities offered hereby have been sold or which
          deregisters all securities then remaining unsold, as of
          the date of filing such documents.

     Item 4.  Description of Securities.

          Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

          Howard J. Cofield, a partner at Barnes & Thornburg, is a
     director of the Company.

     Item 6.  Indemnification of Directors and Officers.

          The following discussion of the indemnification provisions
     of the Indiana Business Corporation Law (Indiana Code Section
     23-1-37) (the "BCL"), which applies to the Company, is a summary,
     is not meant to be complete, and is qualified in its entirety by
     reference to the BCL.

          The BCL authorizes a corporation to indemnify its directors,
     officers, employees and agents against expenses in certain
     proceedings provided such person (i) acted in good faith, (ii)
     reasonably believed if acting in an official capacity, that his
     conduct was in the best interest of the corporation, or in all
     other cases, that his conduct was at least not opposed to the
     corporation's best interest, and (iii) in the case of criminal
     proceedings the individual had reasonable cause to believe that
     his conduct was lawful, or had no reasonable cause to believe
     that his conduct was unlawful.  The BCL provides further that a
     corporation shall indemnify its directors, officers, employees,
     and agents who are wholly successful, on the merits or otherwise,
     against expenses in the defense of such proceedings.  The BCL
     provides, however, that this indemnification should not be deemed
     exclusive of any other indemnification rights provided by the
     Articles of Incorporation, By-Laws, resolution or other
     authorizations adopted by a majority vote of the voting shares
     then issued and outstanding.

          Under the same statute, an Indiana corporation may purchase
     and maintain insurance on behalf of any person who is or was a
     director, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer,
     employee or agent of another enterprise against any liability
     asserted against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the corporation
     would have the power to indemnify him against such liability
     under the provisions of the BCL.  

          Section 8.08, Clause (b) of Article 8 of the Amended and
     Restated Articles of Incorporation, as amended, of the Company
     provides as follows:

          Clause (b).  Indemnification of Corporate Persons and
     Related Matters. The following provisions apply to the
     indemnification by the Corporation of Corporate Persons and
     matters related thereto:

              (i)   Indemnification Standards.  The Corporation shall
           indemnify any person who was or is a party or is threatened
           to be made a party to any threatened, pending or completed
           action, suit or proceeding, whether civil or criminal,
           administrative or investigative, formal or informal (an
           "Action"), by reason of the fact that he is or was a
           Corporate Person of the Corporation or is or was serving at
           the request of the Corporation as a Corporate Person,
           partner, trustee or member or in another authorized
           capacity (collectively, an "Authorized Capacity") of or for
           another Legal Entity, whether or not organized or formed
           for profit (collectively, "Another Entity"), against
           expenses (including attorneys' fees) ("Expenses") and
           judgments, penalties, fines and amounts paid in settlement
           actually and reasonably incurred by him in connection with
           such Action, if such person (1) acted in good faith, (2)
           acted in a manner he reasonably believed (A) with respect
           to actions as a Corporate Person of the Corporation, to be
           in the best interests of the Corporation, or (B) with
           respect to actions in an Authorized Capacity of or for
           Another Entity, was not opposed to the best interests of
           the Corporation, and (3) with respect to any criminal
           Action, either (A) had reasonable cause to believe his
           conduct was lawful, or (B) had no reasonable cause to
           believe his conduct was unlawful.  The termination of any
           Action by judgment, order, settlement, conviction, or upon
           a plea of nolo contendere or its equivalent, shall not, of
           itself, be determinative that the person did not meet the
           standards for indemnification set forth in this Clause
           (b)(i) (the "Indemnification Standards").

               (ii) Indemnification in Successfully Defended Actions. 
           To the extent that a person who is or was a Corporate
           Person of the Corporation, or is or was serving at the
           request of the Corporation in an Authorized Capacity of or
           for Another Entity, has been successful on the merits or
           otherwise in the defense of any Action referred to in
           Clause (b)(i) above, or in the defense of any claim, issue
           or matter in any such Action, the Corporation shall
           indemnify him against Expenses actually and reasonably
           incurred by him in connection therewith.

              (iii) Indemnification Procedure.  Unless ordered by a
           court, any indemnification of any person under Clause
           (b)(i) above shall be made by the Corporation only as  
           authorized in the specific case upon a determination that
           indemnification of such person is proper in the
           circumstances because he met the Indemnification Standards. 
           Such determination shall be made (1) by the Board, by a
           majority vote of a quorum consisting of Directors who are
           not at the time parties to the Action involved ("Parties");
           or (2) if a quorum cannot be obtained under Subparagraph
           (1), by a majority vote of a Committee duly designated by
           the Board (in which designation Directors who are Parties
           may participate), consisting solely of two or more
           Directors who are not at the time Parties; or (3) by
           written opinion of independent legal counsel (A) selected
           by the Board or Committee in the manner prescribed in
           Subparagraphs (1) or (2), respectively, or (B) if a quorum
           cannot be obtained and a Committee cannot be designated
           under Subparagraphs (1) and (2), respectively, selected by
           a majority of the full Board, in which selection Directors
           who are Parties may participate; or (4) by the Shareholders
           who are not at the time Parties, voting together as a
           single class.

               (iv) Advances for Expenses.  Expenses reasonably
           incurred in defending an Action by any person who may be
           entitled to indemnification under Clause (b)(i) above may
           be paid by the Corporation in advance of the final
           disposition of such Action if (1) such person furnishes the
           Corporation with (A) a written affirmation of his good
           faith belief that he has met, and (B) a written
           undertaking, executed personally or on his behalf, to repay
           the advance (an "Undertaking") if it is ultimately
           determined that he did not meet, the Indemnification
           Standards; and (2) a determination is made, under the
           procedure set forth in Clause (b)(iii) above, that the
           facts then known to those making the determination would
           not preclude indemnification under Clause (b)(i) above.  An
           Undertaking must be an unlimited general obligation of the
           person making it, but need not be secured and may be
           accepted by the Corporation without further reference to
           such person's financial ability to make repayment.

              (v)   Rights Not Exclusive.  The indemnification
           provided in these Articles (1) shall not be deemed
           exclusive of any other rights to which a person seeking
           indemnification may be entitled under (A) any law, (B) the
           By-Laws, (C) any resolution of the Board or of the
           Shareholders, (D) any other authorization, whenever
           adopted, after notice, by a majority vote of all Shares
           entitled to vote on General Voting Matters, or (E) the
           articles of incorporation, code of by-laws or other
           governing documents or any resolution of or other
           authorization by the directors, shareholders, partners,
           trustees, members, owners or governing body, of Another
           Entity; (2) shall inure to the benefit of the heirs,
           executors and administrators of such person; and (3) shall  
           continue as to any such person who has ceased to be a
           Corporate Person of the Corporation or to be serving in an
           Authorized Capacity for Another Entity.

               (vi) Insurance.  The Corporation shall have power to
           purchase and maintain insurance on behalf of any person who
           is or was a Corporate Person of the Corporation, or is or
           was serving at the request of the Corporation in an
           Authorized Capacity of or for Another Entity, against any
           liability asserted against and incurred by him in any such
           capacity, or arising out of his status as such, whether or
           not the Corporation would have the power to indemnify him
           against such liability under the provisions of this Clause
           (b).

              (vii) Definition of Corporation.  For the purposes of
           this Clause (b), references to "the Corporation" include
           any constituent corporation absorbed in a consolidation or
           merger (a "Constituent") as well as the resulting or
           surviving corporation (the "Survivor"), such that any
           person who is or was a Corporate Person of such a
           Constituent, or is or was serving at the request of such
           Constituent in an Authorized Capacity of or for Another
           Entity, shall stand in the same position under the
           provisions of this Clause (b) with respect to the Survivor
           as he would if he had served the Survivor, or at his
           request, in the same capacity.

           The Company maintains directors' and officers' liability
     insurance with an annual aggregate limit of $35,000,000 for the
     current policy period, subject to a $200,000 deductible at the
     corporate level, for each wrongful act where corporate
     reimbursement is available to any director or officer. When
     corporate reimbursement is not available as prescribed by
     applicable common law, statutory law or the Company's governing
     documents, the insurer will reimburse the directors and officers
     with no deductible with respect to losses sustained by them for
     specified wrongful acts while acting in their capacities,
     individually or collectively, as such directors or officers.

     Item 7.  Exemption from Registration Claimed.

           Not applicable.

     Item 8.  Exhibits.

     <TABLE>
     <CAPTION>
                                 EXHIBIT INDEX
      <S>            <C>
      Exhibit 3-A    Amended and Restated Articles of Incorporation,
                     as amended, of Indiana Energy, Inc. (the
                     "Company") (incorporated by reference from
                     Exhibit 3-A to the Company's Annual Report on  
                     Form 10-K for the year ended September 30,
                     1993).

      Exhibit 3-B    Code of By-Laws, as amended, of the Company
                     (incorporated by reference from Exhibit 3-B to
                     the Company's Annual Report on Form 10-K for the
                     year ended September 30, 1993).

      Exhibit 4-A    Specimen of the Company's Common Stock
                     certificate (incorporated by reference to
                     Exhibit 4(c) to the Company's Registration
                     Statement on Form S-3 (Registration No. 33-
                     61976) filed May 3, 1993).

      Exhibit 4-B    Right Agreement between Indiana Energy, Inc. and
                     Continental Illinois National Bank and Trust
                     Company of Chicago, as Rights Agent (succeeded
                     by First Chicago Trust Company of New York),
                     dated July 30, 1986 and amended and restated as
                     of December 8, 1989 (incorporated by reference
                     from Exhibit 1 to the Company's Amendment on
                     Form 8 to Form 8-A Registration Statement filed
                     April 16, 1990).

      *Exhibit 5     Opinion of Barnes & Thornburg with respect to
                     the legality of the securities registered
                     hereunder.**

      *Exhibit 23-A  Consent of Arthur Andersen LLP

      Exhibit 23-B   Consent of Barnes & Thornburg (included in
                     opinion of counsel filed as Exhibit 5)

      *Exhibit 24    Powers of Attorney executed by directors and
                     officers on whose behalf this registration
                     statement was signed.

      ---------------------------
      <FN>
      *     Filed Herewith.

      **    The Registrant undertakes that Registrant has submitted or will submit
            the Plan and all amendments thereto to the Internal Revenue Service
            ("IRS") and has made all changes required by the IRS in order to qualify
            the Plan.
      </TABLE>


     Item 9.  Undertakings.

          (a)  The undersigned registrant hereby undertakes:  

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

               (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 hereof (or the most recent
          post-effective amendment hereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in this registration statement;

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

     provided, however, that the undertakings set forth in paragraphs
     (i) and (ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the registrant pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this registration
     statement.

          (2)  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.

          (3)  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.

          (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     section 13(a) or section 15(d) of the Securities Exchange Act of
     1934 (and 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 that time shall be deemed to be the initial bona
     fide offering thereof.

          (c)  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 Securities and Exchange  
     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.
<PAGE>




                                 SIGNATURES

          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 Indianapolis, State of Indiana, on October 11, 1994.

                              INDIANA ENERGY, INC.


                              By:  /s/ Lawrence A. Ferger
                                   --------------------------------
                                   Lawrence A. Ferger, President
                                   and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933,
     this registration statement has been signed by the following
     persons in the capacities and on the date indicated.

     <TABLE>
     <CAPTION>

            Signature                           Title             Date

      <S>                                   <C>                   <C>

      (1)  Principal Executive Officer

      /s/ Lawrence A. Ferger
      ---------------------------------     President and Chief   October 11, 1994
      Lawrence A. Ferger                    Executive Officer

      (2)  Principal Financial Officer

      /s/Niel C. Ellerbrook
      --------------------------------      Vice President and    October 11, 1994
      Niel C. Ellerbrook                    Treasurer and Chief
                                            Financial Officer

      (3)  Principal Accounting Officer

      /s/ Jerome A. Benkert Jr.
      --------------------------------      Controller            October 11, 1994
      Jerome A. Benkert Jr.

      (4)  A Majority of the Board
           of Directors

      *Duane M. Amundson                    Director
      *Paul T. Baker                        Director
      *Gerald L. Bepko                      Director
      *Howard J. Cofield                    Director
      *Niel C. Ellerbrook                   Director
      *Loren K. Evans                       Director
      *Lawrence A. Ferger                   Director              October 11, 1994  
      *Otto N. Frenzel III                  Director
      Anton H. George                       Director
      Don E. Marsh                          Director
      *Richard P. Rechter                   Director
      *James C. Shook                       Director

            /s/ Lawrence A. Ferger
      *By:  ----------------------------------------------
            (Lawrence A. Ferger, Attorney-in-Fact)

      </TABLE>


            INDIANA GAS COMPANY, INC. RETIREMENT SAVINGS PLAN.  Pursuant
     to the requirements of the Securities Act of 1933, the Plan has
     duly caused this registration statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in the city
     of Indianapolis, State of Indiana, On October 11, 1994.


                              INDIANA GAS COMPANY, INC.
                              RETIREMENT SAVINGS PLAN

                              By the Plan Committee, Plan
                              Administrator

                              A majority of the members of
                              the Plan Committee:

                              /s/ Lawrence A. Ferger
                              -------------------------------
                              Lawrence A. Ferger


                              /s/ Paul T. Baker
                              -------------------------------
                              Paul T. Baker


                              /s/ Niel C. Ellerbrook
                              -------------------------------
                              Niel C. Ellerbrook


                              /s/  Steven M. Schein
                              -------------------------------
                              Steven M. Schein


                              /s/ Thomas J. Zabor
                              -------------------------------
                              Thomas J. Zabor
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR INDIANA GAS COMPANY, INC.", "secsgml_size_bytes": 28618}]
{"company-data": {"conformed-name": "INDIANA ENERGY INC", "cik": "0000780859", "assigned-sic": "4924", "irs-number": "351654378", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55983", "film-number": "94552331"}, "business-address": {"street1": "1630 N MERIDIAN ST", "city": "INDIANAPOLIS", "state": "IN", "zip": "46202-1496", "phone": "3179263351"}}
Registration No: 33-
     =================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                            INDIANA ENERGY, INC.
           (Exact name of registrant as specified in its charter)

               INDIANA                               35-1654378
      (State or other jurisdiction                (I.R.S. Employer
     of incorporation or organization)            Identification No.)

          1630 North Meridian Street
             Indianapolis, Indiana                  46202
     (Address of Principal Executive Offices)     (Zip Code)

             INDIANA GAS COMPANY, INC. RETIREMENT SAVINGS PLAN
                          (Full title of the plan)

         LAWRENCE A. FERGER, President and Chief Executive Officer
                            INDIANA ENERGY, INC.
          1630 North Meridian Street, Indianapolis, Indiana  46202
                  (Name and address of agent for service)
                                317-926-3351  
       (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
      ==============================================================================

                                                Proposed    Proposed
                                                Maximum     Maximum
                                                Offering    Aggregate   Amount Of 
      Type of securities      Amount to be      Price Per   Offering    Registration
      to be registered        Registered        Share (1)   Price (1)   Fee
      -----------------------------------------------------------------------------
Common Stock,           1,000,000         $19.25      $19,250,000  $6,637.94
      without par value       shares (2)(3)

      =============================================================================
(1)   Estimated solely for the purpose of calculating the registration
            fee and based on average of the high and low sales prices per
            share of Common Stock of Indiana Energy, Inc. on October 7, 1994,
            pursuant to Rule 457(c)

      (2)   In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, this registration statement also covers an indeterminate
            amount of interest to be offered or sold pursuant to the employee
            benefit plan described herein.

      (3)   Any additional shares of Common Stock to be issued as a result of
            stock dividends, stock splits, or similar transactions shall be
            covered by this Registration Statement as provided in Rule 416.
PART I

                        INFORMATION REQUIRED IN THE
                          SECTION 10(A) PROSPECTUS

          The document(s) containing information specified by part I
     of this Form S-8 Registration Statement (the "Registration
     Statement") will be sent or given to participants in the Indiana
     Gas Company, Inc. Retirement Savings Plan (the "Plan") as
     specified in Rule 428(b)(1) promulgated by the Securities and
     Exchange Commission (the "Commission") under the Securities Act
     of 1933, as amended (the "1933 Act").  Such document(s) are not
     being filed with the Commission but constitute (along with the
     documents incorporated by reference into the Registration
     Statement pursuant to Item 3 of part II hereof), a prospectus
     that meets the requirements of Section 10(a) of the 1933 Act.

                                  PART II  

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

          The following documents filed with the Securities and
     Exchange Commission (the "Commission") by Indiana Energy, Inc.
     (the "Company") or the Plan* pursuant to the Securities Exchange
     Act of 1934 (the "Exchange Act") are incorporated by reference in
     this Registration Statement.

               (a)  Annual Report on Form 10-K of the Company for
          the year ended September 30, 1993.

               (b)  Annual Report on Form 11-K of the Indiana Gas
          Company, Inc. Retirement Savings Plan for the year ended
          December 31, 1993.

               (c)  Annual Report on Form 11-K of the Indiana Gas
          Company, Inc. Retirement Savings Plan for Bargaining Unit
          Employees for the year ended December 31, 1993.

               (d)  Quarterly Reports of the Company on Forms 10-Q for
          the quarters ended December 31, 1993, March 31, 1994 and
          June 30, 1994.

               (e)  The Company's definitive proxy statement,
          dated December 3, 1993, filed pursuant to Section 14 of
          the Exchange Act, in connection with the annual meeting
          of its shareholders held January 10, 1994.

               (f)  The description of the Common Stock contained
          in Item 4 of the Company's Registration Statement on
          Form 8-B dated February 28, 1986, and all amendments or
          reports filed for the purpose of updating such
          description.

               (g)  The description of the Company's Rights To
          Purchase Common Stock contained in the Company's Amendment
          on Form 8 filed on April 16, 1990 to the Form 8-A
          Registration Statement filed on August 4, 1986.

     ___________________

     *    The Indiana Gas Company, Inc. Retirement Savings Plan for
          Bargaining Unit Employees was merged into the Plan effective
          October 1, 1994.  The merger did not involve any change in
          participant account balances or the benefits with respect to
          either of the plans.

               (g)  All reports and other documents subsequently
          filed by the Company pursuant to Sections 13(a), 13(c),  
          14 and 15(d) of the Exchange Act, prior to the filing
          of a post-effective amendment which indicates that all
          securities offered hereby have been sold or which
          deregisters all securities then remaining unsold, as of
          the date of filing such documents.

     Item 4.  Description of Securities.

          Not applicable.

     Item 5.  Interests of Named Experts and Counsel.

          Howard J. Cofield, a partner at Barnes & Thornburg, is a
     director of the Company.

     Item 6.  Indemnification of Directors and Officers.

          The following discussion of the indemnification provisions
     of the Indiana Business Corporation Law (Indiana Code Section
     23-1-37) (the "BCL"), which applies to the Company, is a summary,
     is not meant to be complete, and is qualified in its entirety by
     reference to the BCL.

          The BCL authorizes a corporation to indemnify its directors,
     officers, employees and agents against expenses in certain
     proceedings provided such person (i) acted in good faith, (ii)
     reasonably believed if acting in an official capacity, that his
     conduct was in the best interest of the corporation, or in all
     other cases, that his conduct was at least not opposed to the
     corporation's best interest, and (iii) in the case of criminal
     proceedings the individual had reasonable cause to believe that
     his conduct was lawful, or had no reasonable cause to believe
     that his conduct was unlawful.  The BCL provides further that a
     corporation shall indemnify its directors, officers, employees,
     and agents who are wholly successful, on the merits or otherwise,
     against expenses in the defense of such proceedings.  The BCL
     provides, however, that this indemnification should not be deemed
     exclusive of any other indemnification rights provided by the
     Articles of Incorporation, By-Laws, resolution or other
     authorizations adopted by a majority vote of the voting shares
     then issued and outstanding.

          Under the same statute, an Indiana corporation may purchase
     and maintain insurance on behalf of any person who is or was a
     director, employee or agent of the corporation, or is or was
     serving at the request of the corporation as a director, officer,
     employee or agent of another enterprise against any liability
     asserted against him and incurred by him in any such capacity, or
     arising out of his status as such, whether or not the corporation
     would have the power to indemnify him against such liability
     under the provisions of the BCL.  

          Section 8.08, Clause (b) of Article 8 of the Amended and
     Restated Articles of Incorporation, as amended, of the Company
     provides as follows:

          Clause (b).  Indemnification of Corporate Persons and
     Related Matters. The following provisions apply to the
     indemnification by the Corporation of Corporate Persons and
     matters related thereto:

              (i)   Indemnification Standards.  The Corporation shall
           indemnify any person who was or is a party or is threatened
           to be made a party to any threatened, pending or completed
           action, suit or proceeding, whether civil or criminal,
           administrative or investigative, formal or informal (an
           "Action"), by reason of the fact that he is or was a
           Corporate Person of the Corporation or is or was serving at
           the request of the Corporation as a Corporate Person,
           partner, trustee or member or in another authorized
           capacity (collectively, an "Authorized Capacity") of or for
           another Legal Entity, whether or not organized or formed
           for profit (collectively, "Another Entity"), against
           expenses (including attorneys' fees) ("Expenses") and
           judgments, penalties, fines and amounts paid in settlement
           actually and reasonably incurred by him in connection with
           such Action, if such person (1) acted in good faith, (2)
           acted in a manner he reasonably believed (A) with respect
           to actions as a Corporate Person of the Corporation, to be
           in the best interests of the Corporation, or (B) with
           respect to actions in an Authorized Capacity of or for
           Another Entity, was not opposed to the best interests of
           the Corporation, and (3) with respect to any criminal
           Action, either (A) had reasonable cause to believe his
           conduct was lawful, or (B) had no reasonable cause to
           believe his conduct was unlawful.  The termination of any
           Action by judgment, order, settlement, conviction, or upon
           a plea of nolo contendere or its equivalent, shall not, of
           itself, be determinative that the person did not meet the
           standards for indemnification set forth in this Clause
           (b)(i) (the "Indemnification Standards").

               (ii) Indemnification in Successfully Defended Actions. 
           To the extent that a person who is or was a Corporate
           Person of the Corporation, or is or was serving at the
           request of the Corporation in an Authorized Capacity of or
           for Another Entity, has been successful on the merits or
           otherwise in the defense of any Action referred to in
           Clause (b)(i) above, or in the defense of any claim, issue
           or matter in any such Action, the Corporation shall
           indemnify him against Expenses actually and reasonably
           incurred by him in connection therewith.

              (iii) Indemnification Procedure.  Unless ordered by a
           court, any indemnification of any person under Clause
           (b)(i) above shall be made by the Corporation only as  
           authorized in the specific case upon a determination that
           indemnification of such person is proper in the
           circumstances because he met the Indemnification Standards. 
           Such determination shall be made (1) by the Board, by a
           majority vote of a quorum consisting of Directors who are
           not at the time parties to the Action involved ("Parties");
           or (2) if a quorum cannot be obtained under Subparagraph
           (1), by a majority vote of a Committee duly designated by
           the Board (in which designation Directors who are Parties
           may participate), consisting solely of two or more
           Directors who are not at the time Parties; or (3) by
           written opinion of independent legal counsel (A) selected
           by the Board or Committee in the manner prescribed in
           Subparagraphs (1) or (2), respectively, or (B) if a quorum
           cannot be obtained and a Committee cannot be designated
           under Subparagraphs (1) and (2), respectively, selected by
           a majority of the full Board, in which selection Directors
           who are Parties may participate; or (4) by the Shareholders
           who are not at the time Parties, voting together as a
           single class.

               (iv) Advances for Expenses.  Expenses reasonably
           incurred in defending an Action by any person who may be
           entitled to indemnification under Clause (b)(i) above may
           be paid by the Corporation in advance of the final
           disposition of such Action if (1) such person furnishes the
           Corporation with (A) a written affirmation of his good
           faith belief that he has met, and (B) a written
           undertaking, executed personally or on his behalf, to repay
           the advance (an "Undertaking") if it is ultimately
           determined that he did not meet, the Indemnification
           Standards; and (2) a determination is made, under the
           procedure set forth in Clause (b)(iii) above, that the
           facts then known to those making the determination would
           not preclude indemnification under Clause (b)(i) above.  An
           Undertaking must be an unlimited general obligation of the
           person making it, but need not be secured and may be
           accepted by the Corporation without further reference to
           such person's financial ability to make repayment.

              (v)   Rights Not Exclusive.  The indemnification
           provided in these Articles (1) shall not be deemed
           exclusive of any other rights to which a person seeking
           indemnification may be entitled under (A) any law, (B) the
           By-Laws, (C) any resolution of the Board or of the
           Shareholders, (D) any other authorization, whenever
           adopted, after notice, by a majority vote of all Shares
           entitled to vote on General Voting Matters, or (E) the
           articles of incorporation, code of by-laws or other
           governing documents or any resolution of or other
           authorization by the directors, shareholders, partners,
           trustees, members, owners or governing body, of Another
           Entity; (2) shall inure to the benefit of the heirs,
           executors and administrators of such person; and (3) shall  
           continue as to any such person who has ceased to be a
           Corporate Person of the Corporation or to be serving in an
           Authorized Capacity for Another Entity.

               (vi) Insurance.  The Corporation shall have power to
           purchase and maintain insurance on behalf of any person who
           is or was a Corporate Person of the Corporation, or is or
           was serving at the request of the Corporation in an
           Authorized Capacity of or for Another Entity, against any
           liability asserted against and incurred by him in any such
           capacity, or arising out of his status as such, whether or
           not the Corporation would have the power to indemnify him
           against such liability under the provisions of this Clause
           (b).

              (vii) Definition of Corporation.  For the purposes of
           this Clause (b), references to "the Corporation" include
           any constituent corporation absorbed in a consolidation or
           merger (a "Constituent") as well as the resulting or
           surviving corporation (the "Survivor"), such that any
           person who is or was a Corporate Person of such a
           Constituent, or is or was serving at the request of such
           Constituent in an Authorized Capacity of or for Another
           Entity, shall stand in the same position under the
           provisions of this Clause (b) with respect to the Survivor
           as he would if he had served the Survivor, or at his
           request, in the same capacity.

           The Company maintains directors' and officers' liability
     insurance with an annual aggregate limit of $35,000,000 for the
     current policy period, subject to a $200,000 deductible at the
     corporate level, for each wrongful act where corporate
     reimbursement is available to any director or officer. When
     corporate reimbursement is not available as prescribed by
     applicable common law, statutory law or the Company's governing
     documents, the insurer will reimburse the directors and officers
     with no deductible with respect to losses sustained by them for
     specified wrongful acts while acting in their capacities,
     individually or collectively, as such directors or officers.

     Item 7.  Exemption from Registration Claimed.

           Not applicable.

     Item 8.  Exhibits.
EXHIBIT INDEX
Exhibit 3-A    Amended and Restated Articles of Incorporation,
                     as amended, of Indiana Energy, Inc. (the
                     "Company") (incorporated by reference from
                     Exhibit 3-A to the Company's Annual Report on  
                     Form 10-K for the year ended September 30,
                     1993).

      Exhibit 3-B    Code of By-Laws, as amended, of the Company
                     (incorporated by reference from Exhibit 3-B to
                     the Company's Annual Report on Form 10-K for the
                     year ended September 30, 1993).

      Exhibit 4-A    Specimen of the Company's Common Stock
                     certificate (incorporated by reference to
                     Exhibit 4(c) to the Company's Registration
                     Statement on Form S-3 (Registration No. 33-
                     61976) filed May 3, 1993).

      Exhibit 4-B    Right Agreement between Indiana Energy, Inc. and
                     Continental Illinois National Bank and Trust
                     Company of Chicago, as Rights Agent (succeeded
                     by First Chicago Trust Company of New York),
                     dated July 30, 1986 and amended and restated as
                     of December 8, 1989 (incorporated by reference
                     from Exhibit 1 to the Company's Amendment on
                     Form 8 to Form 8-A Registration Statement filed
                     April 16, 1990).

      *Exhibit 5     Opinion of Barnes & Thornburg with respect to
                     the legality of the securities registered
                     hereunder.**

      *Exhibit 23-A  Consent of Arthur Andersen LLP

      Exhibit 23-B   Consent of Barnes & Thornburg (included in
                     opinion of counsel filed as Exhibit 5)

      *Exhibit 24    Powers of Attorney executed by directors and
                     officers on whose behalf this registration
                     statement was signed.

      ---------------------------
*     Filed Herewith.

      **    The Registrant undertakes that Registrant has submitted or will submit
            the Plan and all amendments thereto to the Internal Revenue Service
            ("IRS") and has made all changes required by the IRS in order to qualify
            the Plan.
Item 9.  Undertakings.

          (a)  The undersigned registrant hereby undertakes:  

          (1)  To file, during any period in which offers or sales are
     being made, a post-effective amendment to this registration
     statement:

               (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 hereof (or the most recent
          post-effective amendment hereof) which, individually or in
          the aggregate, represent a fundamental change in the
          information set forth in this registration statement;

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

     provided, however, that the undertakings set forth in paragraphs
     (i) and (ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the registrant pursuant to
     section 13 or section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this registration
     statement.

          (2)  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.

          (3)  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.

          (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     section 13(a) or section 15(d) of the Securities Exchange Act of
     1934 (and 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 that time shall be deemed to be the initial bona
     fide offering thereof.

          (c)  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 Securities and Exchange  
     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.
SIGNATURES

          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 Indianapolis, State of Indiana, on October 11, 1994.

                              INDIANA ENERGY, INC.

                              By:  /s/ Lawrence A. Ferger
                                   --------------------------------
                                   Lawrence A. Ferger, President
                                   and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933,
     this registration statement has been signed by the following
     persons in the capacities and on the date indicated.
Signature                           Title             Date
(1)  Principal Executive Officer

      /s/ Lawrence A. Ferger
      ---------------------------------     President and Chief   October 11, 1994
      Lawrence A. Ferger                    Executive Officer

      (2)  Principal Financial Officer

      /s/Niel C. Ellerbrook
      --------------------------------      Vice President and    October 11, 1994
      Niel C. Ellerbrook                    Treasurer and Chief
                                            Financial Officer

      (3)  Principal Accounting Officer

      /s/ Jerome A. Benkert Jr.
      --------------------------------      Controller            October 11, 1994
      Jerome A. Benkert Jr.

      (4)  A Majority of the Board
           of Directors

      *Duane M. Amundson                    Director
      *Paul T. Baker                        Director
      *Gerald L. Bepko                      Director
      *Howard J. Cofield                    Director
      *Niel C. Ellerbrook                   Director
      *Loren K. Evans                       Director
      *Lawrence A. Ferger                   Director              October 11, 1994  
      *Otto N. Frenzel III                  Director
      Anton H. George                       Director
      Don E. Marsh                          Director
      *Richard P. Rechter                   Director
      *James C. Shook                       Director

            /s/ Lawrence A. Ferger
      *By:  ----------------------------------------------
            (Lawrence A. Ferger, Attorney-in-Fact)
INDIANA GAS COMPANY, INC. RETIREMENT SAVINGS PLAN.  Pursuant
     to the requirements of the Securities Act of 1933, the Plan has
     duly caused this registration statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in the city
     of Indianapolis, State of Indiana, On October 11, 1994.

                              INDIANA GAS COMPANY, INC.
                              RETIREMENT SAVINGS PLAN

                              By the Plan Committee, Plan
                              Administrator

                              A majority of the members of
                              the Plan Committee:

                              /s/ Lawrence A. Ferger
                              -------------------------------
                              Lawrence A. Ferger

                              /s/ Paul T. Baker
                              -------------------------------
                              Paul T. Baker

                              /s/ Niel C. Ellerbrook
                              -------------------------------
                              Niel C. Ellerbrook

                              /s/  Steven M. Schein
                              -------------------------------
                              Steven M. Schein

                              /s/ Thomas J. Zabor
                              -------------------------------
                              Thomas J. Zabor