FORM U-3A-2

                   SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.
             Statement by Holding Company Claiming Exemption
                            Under Rule U-3A-2
        from the Provisions of the Public Utility Holding Company
                               Act of 1935
                  To be filed Annually Prior to March 1

                SOUTHERN INDIANA GAS AND ELECTRIC COMPANY

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

      1.   Southern  Indiana Gas and Electric Company  ("SIGECO")  is  a
combination  gas  and  electric utility and wholly-owned  subsidiary  of
SIGCORP,  Inc. ("SIGCORP"), an investor owned holding company.   SIGCORP
was formed in 1995 under the laws of the State of Indiana by SIGECO.  On
January  1,  1996, SIGCORP became the parent of SIGECO,  pursuant  to  a
corporate  reorganization plan and also became the parent of  nonutility
subsidiaries  formerly owned by SIGECO.  SIGECO serves customers  in  10
southwestern  Indiana  counties.   Nonutility  business  activities  are
conducted under separate subsidiaries.

     SIGECO is an operating public utility incorporated on June 10, 1912
under  the  laws  of the State of Indiana.  The Company  is  located  in
Evansville,  Indiana  and  is engaged in the  generation,  transmission,
distribution  and sale of electricity and the purchase,  transportation,
distribution  and  sale of natural gas in southwestern  Indiana.  SIGECO
owns  approximately  33% of the outstanding common  stock  of  Community
Natural  Gas Company, Inc. ("Community"), an Indiana corporation,  which
is  a small Indiana gas distribution company with offices in Mt. Carmel,
Illinois.  Community conducts its business in southwestern Indiana.

      2.   The  principal  generating facilities of SIGECO  include  the
Culley  Station with 406,000 kW of capacity and Warrick Unit No. 4  with
135,000  kW of capacity, both located in Warrick County near Yankeetown,
Indiana;  and  the  A.  B. Brown Station with 500,000  kW  of  capacity,
located  in Posey County about eight miles east of Mt. Vernon,  Indiana.
These  facilities  include six coal-fired generating units  and  have  a
combined generating capacity of 1,041,000 kW.

     SIGECO's Broadway Gas Turbine Units, with a capacity of 115,000 kW,
are located in Evansville, Vanderburgh County, Indiana.  This generating
facility  is  equipped  to  burn oil and/or natural  gas.   These  units
generally  are used only for reserve, peaking or emergency purposes  due
to  the higher unit cost per kilowatt hour of generation when using  oil
or gas as fuel.

      SIGECO's  Brown  Gas Turbine I, with capacity  of  80,000  kW,  is
located at the A. B. Brown Station.  The unit is fueled by natural  gas,
although  fuel  oil  can also be used if gas is unavailable.   The  main
function  of the gas turbine is to generate adequate power during  times
of  peak  demand.   However, it is also used to  assist  in  maintaining
voltage support on the west end of the system, and can be used to "black
start" the Brown plant if a catastrophe should cause a partial or  total
system blackout.

      SIGECO  also  owns two gas fired turbine generating units  with  a
capacity of 20,000 kW, which are used for peaking and emergency purposes
only.  These units are known as the Northeast Gas Turbine Units and  are
located northeast of Evansville, in Vanderburgh County, Indiana.

      SIGECO's  transmission system consists of  797  circuit  miles  of
138,000 and 69,000 volt lines.  The transmission system also includes 26
substations  with  an installed capacity of 3,860,653 kilovolt  amperes.
The  electric  distribution system includes 3,176 pole  miles  of  lower
voltage overhead lines and 194 trench miles of conduit containing  1,110
miles of underground distribution cables.  The distribution system  also
includes  87  distribution  substations with an  installed  capacity  of
1,602,297 kilovolt amperes and 46,140 distribution transformers with  an
installed capacity of 1,844,458 kilovolt amperes.

      SIGECO owns and operates three underground gas storage fields with
an estimated ready delivery from storage capability of 3.8 billion cubic
feet  of  gas.  The Oliver Field, in service since 1954, is  located  in
Posey  County,  Indiana, about 13 miles west of Evansville;  the  Midway
Field,  in  service since 1966, is located in Spencer  County,  Indiana,
about  20  miles  east of Evansville near Richland,  Indiana;  and,  the
Monroe  City Field, in service since 1958, is located 10 miles  east  of
Vincennes, Indiana.

     SIGECO's gas transmission system includes 335 miles of transmission
mains,  and  the  gas  distribution  system  includes  2,348  miles   of
distribution mains.

      The  only  utility  property SIGECO owns  outside  of  Indiana  is
approximately  eight  miles of 138,000 volt electric  transmission  line
which is located in Kentucky and which interconnects with Louisville Gas
and Electric Company's transmission system at Cloverport, Kentucky.

      Community  is  a small gas utility that has several  noncontiguous
service  territories  in  southwestern Indiana.   Much  of  its  service
territory  is adjacent to or near the gas service territory  of  SIGECO.
Community  has  6,546 natural gas customers consisting  of  residential,
commercial, industrial and public authority classes of service.  Its gas
distribution  system  includes approximately 458 miles  of  distribution
mains.  Community has no underground gas storage facilities.

      3.   For  the  year ended December 31, 1997, SIGECO's  retail  and
wholesale electric sales totaled 6,284,528,000 kWh, while its retail and
transported gas sales totaled 29,369,523 Dth.  SIGECO has no electric or
gas  retail  sales outside the State of Indiana.  For this same  period,
SIGECO had wholesale electric  sales of 905,902,000 kWh to utilities and
power  marketers located outside the state of Indiana.   SIGECO  had  no
wholesale  natural gas sales outside of Indiana, or at the  state  line.
During  1997,  SIGECO purchased 897,802,000 kWh of power from  utilities
and  power marketers located outside the state of Indiana.  For the year
ended  December  31,  1997, SIGECO's retail natural  gas  sales  totaled
14,285,464 Dth and 14,544,059 Dth of natural gas was transported for end
users  for  a total natural gas sold and transported of 29,369,523  Dth,
all of which was distributed within the State of Indiana.  For this same
period,  SIGECO  had  no  gas  wholesale  sales.   During  1997,  SIGECO
purchased for its system supply 16,262,033 Dth of natural gas,  100%  of
its requirements, from 40 natural gas suppliers.

      For the year ended December 31, 1997, Community's retail gas sales
totaled  948,411 Dth, and no natural  gas was transported for end  users
resulting  in a total gas sold and transported of 948,411  Dth,  all  of
which  was  distributed  within the State of  Indiana.   For  this  same
period,  Community  had no wholesale natural gas  sales.   During  1997,
Community received for its system supply 964,059 Dth of natural gas from
its   four   traditional  pipeline  suppliers,  Texas  Gas  Transmission
Corporation, Texas Eastern Corporation, ANR Pipeline and Midwestern Gas.
The gas purchased for its system was purchased through a broker.

      4.   SIGECO  does  not  hold any interest in an  exempt  wholesale
generator or foreign utility company.

      Exhibit A:  Consolidated statement of income and surplus of SIGECO
for  the  year  ended December 31, 1997, together with  a  consolidating
balance sheet of SIGECO as of the close of such calendar year.

     Exhibit B:  Financial data schedule.

      The  above  named  Company has caused this statement  to  be  duly
executed  on  its behalf by its authorized officer on this 27th  day  of
February, 1998.

                              SOUTHERN INDIANA GAS AND ELECTRIC COMPANY


                            By
                                             T. L. Burke
                                              Treasurer

ATTEST:


             L. K. Tiemann
             Assistant Secretary

The  name,  title  and  address  of  the  officer  to  whom  notice  and
correspondence concerning this statement should be addressed is:

         T. L. Burke
         Treasurer
         Southern Indiana Gas and Electric Company
         20 N.W. Fourth Street
         Evansville, Indiana  47741-0001


                                                                        
                                                                        
                             Exhibit A
                             Page 1 of 3
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
      Consolidating Trial Balance
      For Twelve Months Ending December 31, 1997



                                                SIGECO
ASSETS
Utility Plant at cost:
 Electric                                   1,091,349
 Gas                                          141,646
Accumulated Depreciatio                      (557,631)
Cwip                                           32,241
Investment in Subsidiaries
Investments in leveraged leases
Investments in partnerships
Funds held by Trustee                           4,102
Nonutility property & o                         1,552
Cash and cash equivalen                         1,113
Cash - Restricted
Temporary investments
Receivables, net                               54,346
Notes receivable from a                         1,502
Fuel (coal and oil)                             8,921
Materials and supplies                         14,014
Allowance Inventory                             2,617
Gas in underground stor                         9,045
Other current assets                            9,833
Unamortized def. return on ABB#2
Unamortized prem. on re                         5,184
Post-retire. ben. oblig                         4,294
Accum Deferred Income Taxes
Def Tax Asset-FASB109
Other deferred charges                         40,335
                                              864,463
                             Exhibit A
                             Page 2 of 3
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
      Consolidating Trial Balance
      For Twelve Months Ending December 31, 1997



                                    SIGECO
SHAREHOLDERS' EQUITY AN
Common Stock                       (78,258)
Additional paid-in capital
Retained Earnings                 (228,569)
Treasury stock
Cumulative preferred st            (18,590)
Cumulative special pref               (924)
Long-term debt less cur           (238,707)
Long-term Partnership Obligations
Current por. of adj. ra            (31,500)
Notes payable                      (31,643)
Maturing long-term debt            (12,695)
Maturing Partnership Obligations
Accounts payable                   (27,066)
Notes payable to Assoc.            (20,886)
Dividends payable                     (123)
Accrued taxes                       (5,925)
Accrued interest                   (4,635)
Refunds to customers               (1,155)
Other accrued liabiliti           (16,018)
Accumulated deferred in          (114,493)
Accumulated deferred IT           (20,249)
Regulatory liability - FAS 109
Post-retire. ben. oblig           (11,271)
Other                              (1,755)
                                 (864,463)
                             Exhibit A
                             Page 3 of 3
SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
      Consolidating Trial Balance
      For Twelve Months Ending December 31, 1997



                                    SIGECO
   INCOME STATEMENT
 Operating Revenues
  Electric                        (272,545)
  Gas                              (85,561)
  Energy services
  Other
 Fuel for electric gene             62,630
 Purchased electric ene             13,985
 Cost of gas sold                   54,060
 Cost of energy services revenues
 Cost of other revenues
 Other operation expens             55,611
 Maintenance                        29,086
 Depreciation and amort             40,191
 Federal and state inc.             27,259
 Property and other tax             12,829
 AFUDC (other)                        (581)
 Interest income                      (541)
 Other, net                         (1,448)
 Interest expense on lo             18,020
 Amort. of prem., disc.                671
 Other interest expense              1,769
 AFUDC (borrowed)                     (797)
Preferred dividend requ              1,097
 NET INCOME                        (44,266)






                                                               EXHIBIT B


Item
No.       Caption Heading
(in thousands)

 1.       Total Assets                                     $ 864,463
 2.       Total Operating Revenues                         $ 358,107
 3.       Net Income                                        $ 44,266