Document Summary:

     Document:     9510KEDG            
     Author:       
     Addressee:    
     Operator:     

     Creation Date:      03/27/1996
     Modification Date:  03/28/1996

     Identification key words: 
          
          
          
     Comments: 
          
          
          
          















































                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 10-K

(X)  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 1995, or
( )  Transition report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from              to              
     Commission file number 0-15420

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


          Indiana                                               35-1668886     
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

       1220 Waterway Boulevard, Indianapolis, Indiana                  46202
          (Address of principal executive office)                    (Zip Code)

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

                                      NONE
           Securities registered pursuant to Section 12(b) of the Act

                                  Common Stock
                                 Title of Class
           Securities registered pursuant to Section 12(g) of the Act

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such 
filing requirements for the past 90 days:   Yes       No    

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 
of Regulation S-K is not contained herein, and will not be contained, to the 
best of Registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or in any amendment to 
this Form 10-K.  (X)

                                  $163,286,857
State the aggregate market value of the voting stock held by non-affiliates of 
the Registrant.  The aggregate market value shall be computed by reference to 
the price at which the stock was sold, or the average bid and asked prices of 
such stock, as of January 31, 1996.

                                   8,326,366
    Indicate the number of shares of common stock outstanding March 1, 1996

                      DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents have been incorporated by reference into 
this annual report on Form 10-K:

                                                PARTS OF FORM 10-K INTO WHICH 
           IDENTITY OF DOCUMENT                   DOCUMENT IS INCORPORATED  
Annual Report to Shareholders of Registrant
for the Year Ended December 31, 1995                   Parts I and II

Definitive Proxy Statement to be
filed for the 1996 Annual Meeting
of Shareholders of Registrant                          Part III





















































                    IWC RESOURCES CORPORATION
                      INDIANAPOLIS, INDIANA

       ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION

                        December 31, 1995

                            PART I

Item 1.  BUSINESS

         PRODUCTS AND SERVICES

         IWC Resources Corporation (Resources or, together with 
         its subsidiaries, the Company) is a holding company 
         which owns and operates seven subsidiaries, including 
         two waterworks systems, which supply water for 
         residential, commercial, and industrial uses, and for 
         fire protection service in Indianapolis, Indiana and 
         surrounding areas.  The territory served by the two 
         utilities covers an area of approximately 309 square 
         miles, which includes areas in Marion, Hancock, 
         Hamilton, Hendricks, Boone and Morgan counties in 
         central Indiana.

         Resources' two waterworks systems include Indianapolis 
         Water Company (IWC) and Harbour Water Corporation 
         (HWC).  At year's end, IWC was providing service to 
         232,568 customers.  HWC, in the Morse Reservoir area of 
         Hamilton County (north of Indianapolis), was serving 
         2,722 customers.

         In addition to the two water utilities, Resources has 
         five other wholly owned subsidiaries; SM&P Utility 
         Resources, Inc. (SM&P), Miller Pipeline Corporation 
         (MPC), Waterway Holdings, Inc., Utility Data 
         Corporation (UDC), and IWC Services, Inc.  SM&P 
         performs underground utility locating and marking 
         services in Indiana and other states.  MPC's primary 
         function is the installation of underground pipelines 
         for natural gas utilities.  In addition, MPC sells 
         products and services related to infrastructure 
         preservation and replacement.  The Company, principally 
         through Waterway Holdings, Inc., owns real estate that 
         it expects to sell or develop in the future.  UDC 
         provides customer relations, customer billing, and 
         other data processing services for the Company's two 
         water utilities and other water and sewer utilities.  
         IWC Services provides laboratory water testing 
         services, principally for water utilities.   










         The Company, through IWC Services, is a majority 
         partner in the White River Environmental Partnership 
         (WREP) which, under a five-year contract entered into 
         in December, 1993, operates and maintains two advanced 
         wastewater treatment facilities for the city of 
         Indianapolis.  WREP is actively seeking new markets and 
         opportunities for contract management service pursuant 
         to expanded governmental privatization efforts.

         The Company continues to seek expansion and 
         diversification through the acquisition of other water 
         utilities and other related businesses.  It is 
         expected, however, that the water utilities will 
         continue as the majority source of earnings for the 
         Company in the forseeable future.  The utility 
         subsidiaries of the Company are subject to regulation 
         by the Indiana Utility Regulatory Commission, which has 
         jurisdiction over rates, standards of service, 
         accounting procedures, issuance of securities, and 
         related matters.  Utility operations are subject to 
         pollution control and water quality control 
         regulations,including those issued by the Environmental 
         Protection Agency, the Indiana Department of 
         Environmental Management, the Indiana Water Pollution 
         Control Board, and the Indiana Department of Natural 
         Resources.  There are competitors operating near the 
         Company's system, which include various municipal water 
         utilities, as well as privately owned water utilities, 
         some of which purchase water from the Company. 

         INDUSTRY SEGMENT FINANCIAL INFORMATION
         
         The Company's operations include two business segments: 
         regulated water utilities and unregulated 
         utility-related services.  The water utilities segment 
         includes the operations of the Company's two water 
         utility subsidiaries.  The utility-related services 
         segment provides utility line locating services, 
         installation, repairs and maintenance of underground 
         pipelines, data processing and billing and payment 
         processing, and other utility-related services to both 
         unaffiliated utilities and to the Company's water 
         utilities, and holds real estate for sale or 
         development.  The discussion of segment information, 
         including selected financial data included on pages 36 
         through 37 of the 1995 Annual Report under "Segment 
         Information", is incorporated herein by reference.








                               -2-




         SECURITIES AND RATE REGULATION

         The utility subsidiaries of the Company are subject to 
         regulation by the Indiana Utility Regulatory Commission 
         (Commission) which has jurisdiction over rates, 
         standards of service, accounting procedures, issuance 
         of securities and related matters.  The Commission 
         consists of five Commissioners, appointed by the 
         Governor of Indiana from a list of persons selected by 
         a 7-member nominating committee whose members are: 
         appointed by the Governor (3); and the majority (2) and 
         minority (2) leaders of the Indiana House and Senate. 
         Decisions of the Commission are appealable directly to 
         the Indiana Court of Appeals.
         
              Securities.  The issuance of securities by 
         Resources is not subject to approval by the 
         Commission.  The issuance of securities by, and changes 
         in the equity capital of, the Company's utility 
         subsidiaries, including IWC, must be approved.

              Water Rates.  Rates charged by the Company for 
         water service are approved by the Commission.  It is 
         the Company's policy to seek rate relief when necessary 
         to maintain its service and financial soundness.  The 
         Company is not permitted to submit petitions for 
         general rate relief more frequently than every fifteen 
         months.

              Rate Case.  On May 10, 1995, the Commission 
         approved a Settlement Agreement entered into by the 
         UCC, four intervening customers and IWC, which provided 
         for an annual increase in IWC's rates of $2,547,000, or 
         approximately 4%.  The parties further agreed not to 
         seek an adjustment in IWC's basic rates and charges 
         prior to April 1, 1997, subject to IWC's interim right 
         to request approval of new rates to cover operating 
         expenses connected with implementing measures which 
         might be required in connection with new National 
         Pollutant Discharge Elimination System permits which 
         IWC anticipates receiving for wastewater discharges at 
         its Fall Creek and White River Stations (NPDES 
         permits).  The parties also agreed that prior to April 
         1, 1997, IWC may request that the Commission approve, 
         in a separate proceeding, the continuation of the 
         allowance for funds used during construction (debt 
         component only), and the deferral of depreciation, on 
         any capital expenditures made in connection with new 
         NPDES permits at the Fall Creek and White River 
         Stations or IWC's anticipated new South Well Field 
         Station until a rate base determination has been made 
         with respect to these items in IWC's next rate case.  



                               -3-




         On March 22, 1995, the Commission granted IWC authority 
         to issue, on or before December 31, 1996, and aggregate 
         of $30,000,000 in securities, to consist of not more 
         than $18,000,000 in the form of long-term debt and/or 
         preferred equity, and, assuming favorable market 
         conditions, up to $12,000,000 in common equity.  IWC 
         issued $18,000,000 of long-term debt in September 1995, 
         in the form of First Mortgage Bonds, 5.85% Series due 
         2025.  Proceeds from the issuance of these securities 
         are being used for the construction, extension and 
         improvement of IWC's facilities, plant and distribution 
         system, reimbursement of IWC's treasury for plant 
         capital expenditures previously made, and the discharge 
         or refunding of short-term debt and higher cost 
         long-term debt.  In December 1995, Resources made an 
         equity capital contribution to IWC of $10,505,000.  The 
         amount invested by Resources was derived from proceeds 
         of the sale of common shares of the Company through its 
         Dividend Reinvestment and Share Purchase Plan.

         COMPETITIVE CONDITIONS

         The Company conducts its water utility operations, 
         subject to regulation by the Commission, under 
         indeterminate permit and related franchise rights, all 
         of which may be revoked for cause.  Under such permit 
         and franchise rights, the Company may lay, maintain and 
         operate its mains and conduits in public streets and 
         ways throughout the area which it serves.  The permit 
         and franchise rights granted to the Company are not 
         exclusive.  There are competitors operating near the 
         Company's service area, which include various municipal 
         water utilities, as well as privately owned water 
         utilities, some of which purchase water from the 
         Company.  As the Indianapolis metropolitan area has 
         expanded to include surrounding communities or 
         previously rural areas, the Company has faced 
         competition for new customers from town or rural water 
         utilities.

         The continuing regulation of the Commission covers, 
         among other things, matters relating to rates, service, 
         acquisition of utility properties, accounting 
         practices, and the issuance of securities by IWC or 
         HWC.  The Company does not pay a franchise tax, and its 
         franchise rights are long-term in nature.








                               -4-





         The Company's unregulated utility-related services 
         segment predominately serve other utilities. 
         Underground facility locating services are provided 
         primarily to the electric, gas and telecommunications 
         industries which operate in the midwest and southwest 
         regions of the country.  Installation, repairs and 
         maintenance of underground pipelines are provided 
         primarily to the gas industry which operate principally 
         in Indiana and Ohio.  Data processing and billing and 
         payment processing services are provided to the city of 
         Indianapolis, the Company's water utilities, and to 
         other unaffiliated utilities located in the state of 
         Indiana.  Services provided by this segment are subject 
         to competitive conditions and are generally contracted 
         for a period of three to five years. 

         RECENT AND PROPOSED CHANGES IN FACILITIES 

         During the year ended December 31, 1995, the Company 
         added $42,835,000 (including $14,921,000 from the 
         acquisition of MPC) to utility plant and other 
         property, of which $20,941,000 is applicable to the 
         water utilities segment.  Approximately 93 miles of new 
         mains were placed in service during the year.

         During the past five years, additions to utility plant 
         and other property have averaged $24,049,000 annually.  
         The Company plans capital expenditures of approximately 
         $150,000,000 during the five-year period 1996-2000 
         primarily for further extensions and improvements to 
         the Company's utility distribution systems, further 
         additions and improvements to its treatment, pumping 
         and storage facilities and for other operating 
         equipment.  In 1995, construction was started on a new 
         laboratory facility at the White River plant to 
         alleviate the crowding conditions in the existing 
         laboratory.  The new facility will accommodate the 
         additional equipment and personnel needed to perform 
         the testing and monitoring required to assure water 
         quality.

         Design commenced on the first phase of a major new 
         plant to be built in the South Well Field in southern 
         Marion County.  When completed, this plant will have 
         the capacity to treat 50 million gallons of well water 
         a day, making it the second largest treatment facility 
         owned by the Company and the largest ground water plant 
         in the state of Indiana.

         For possible capital expenditures relating to 
         environmental matters, which are not included above, 
         see "Environmental Matters."



                               -5-




         CAPACITY OF FACILITIES AND SOURCES OF WATER SUPPLY
    
         The combined maximum daily capacity of the Company's 
         treatment plants, together with the maximum daily 
         capacity of its two primary well fields, is 220 million 
         gallons per day (MGD).  During 1995, the average 
         consumption was 129 MGD and the maximum consumption was 
         207 MGD.  See "Operating Information by Industry 
         Segment."

         The principal sources of IWC's present water supply are 
         (a) the White River, which flows through Indianapolis 
         from north to south and is supplemented by Morse 
         Reservoir on a tributary, Cicero Creek, (b) Fall Creek, 
         which flows from the northeast and is supplemented by 
         Geist Reservoir, (c) the city of Indianapolis' Eagle 
         Creek Reservoir, located on Eagle Creek in northwest 
         Marion County, from which water is purchased under a 
         long-term contract, (d) Geist Well Field, a ground 
         water supply located downstream of Geist Reservoir, and 
         (e) South Well Field located in southern Marion and 
         northern Johnson Counties.  See "Properties-Source of 
         Water Supply."

         The three large surface reservoirs are essential to 
         providing an adequate supply during dry periods.  Two 
         are used to supplement low stream flows in the White 
         River and Fall Creek, respectively, and water is drawn 
         directly from the third.  The reservoirs are rated at a 
         dependable capacity designed to maintain an adequate 
         supply during a repetition of the worst two-year 
         drought ever recorded in the Indianapolis area.

         The theoretical dependable supply impounded by the 
         three combined reservoirs represents about 65 percent 
         of the total dependable supply available today with the 
         balance coming from natural stream flow and wells.   
         Wells constitute the source of supply for HWC.

         The Company has aquifer protections plans for the Geist 
         and South well fields.  Once fully developed, the Geist 
         well field will produce 12 to 15 MGD while the South 
         well field will produce 40 to 50 MGD.  The protection 
         plans will guide the Company's development of these 
         newest major sources of supply, and result in land use 
         plans to protect the aquifer systems from potential 
         contamination sources.








                               -6-




         SEASONAL NATURE OF BUSINESS

         Typically, the seasonal nature of the Company's 
         business results in a higher proportion of operating 
         revenues being realized in the second and third 
         quarters of the year than the first and fourth quarters 
         of the year.

         ENVIRONMENTAL MATTERS

         The Company's utility operations are subject to 
         pollution control and water quality control 
         regulations, including those issued by the 
         Environmental Protection Agency (EPA), the Indiana 
         Department of Environmental Management (IDEM), the 
         Indiana Water Pollution Control Board and the Indiana 
         Department of Natural Resources.  Under the Federal 
         Clean Water Act and Indiana's regulations, the Company 
         must obtain National Pollutant Discharge Elimination 
         System (NPDES) permits for discharges from its White 
         River, White River North, Fall Creek, Thomas W. Moses 
         and the Geist treatment stations.

         The Company's current NPDES permits were to have 
         expired on June 30, 1989, for White River and Fall 
         Creek stations, December 31, 1990, for Thomas W. Moses 
         treatment station, April 30, 1994 for Geist treatment 
         station and January 31, 1996, for the White River North 
         Station.  Applications for renewal of the permits have 
         been filed with, but not finalized by, IDEM. (These 
         permits continue in effect pending review of the 
         applications.)

         Under the federal Safe Drinking Water Act (SDWA), the 
         Company is subject to regulation by EPA of the quality 
         of water it sells and treatment techniques it uses to 
         make the water potable.  EPA promulgates nationally 
         applicable maximum contaminants levels (MCLs) for 
         contaminants found in drinking water.  Management 
         believes that the Company is currently in compliance 
         with all MCLs promulgated to date.  EPA has continuing 
         authority, however, to issue additional regulations 
         under the SDWA, and Congress amended the SDWA in July 
         1986 to require EPA, within a three-year period, to 
         promulgate MCLs for over 80 chemicals not then 
         regulated.  EPA has been unable to meet the three-year 
         deadline, but has promulgated MCLs for many of these 
         chemicals and has proposed additional MCLs.







                               -7-




         Management of the Company believes that it will be able 
         to comply with the promulgated MCLs and those now 
         proposed without any change in treatment technique, but 
         anticipates that in the future, because of EPA 
         regulations, the Company may have to change its method 
         of treating drinking water to include ozonation and/or 
         granular activated carbon (GAC).  In either case, the 
         capital costs could be significant (currently estimated 
         at $27,000,000 for ozonation and $105,000,000 for GAC), 
         as would be the Company's increase in annual operating 
         costs (currently estimated at $1,400,000 for ozonation 
         and $5,600,000 for GAC).  Actual costs could exceed 
         these estimates.  The Company would expect to recover 
         such costs through its water rates; however, such 
         recovery may not necessarily be timely. 

         Under a 1991 law enacted by the Indiana Legislature, a 
         water utility, including the utility subsidiaries of 
         the Company, may petition the Indiana Utility 
         Regulatory Commission (Commission) for prior approval 
         of its plans and estimated expenditures required to 
         comply with provisions of, and regulations under, the 
         Federal Clean Water Act and SDWA.  Upon obtaining such 
         approval, the utility may include, to the extent of its 
         estimated costs as approved by the Commission, such 
         costs in its rate base for ratemaking purposes and 
         recover its costs of developing and implementing the 
         approved plans if statutory standards are met.  The 
         capital costs for such new systems, equipment or 
         facilities or modifications of existing facilities may 
         be included in the utility's rate base upon completion 
         of construction of the project or any part thereof.
         While use of this statute is voluntary on the part of a 
         utility, if utilized, it should allow utilities a 
         greater degree of confidence in recovering major costs 
         incurred to comply with environmental related laws on a 
         timely basis.

         EMPLOYEES

         At December 31, 1995, Resources, its subsidiaries and 
         affiliated partnership, employed 2,059 full time 
         employees, including 351 water utility employees, 544 
         MPC employees and 928 SM&P employees. Approximately 
         one-half of the Company's water utility employees are 
         members of the International Brotherhood of Firemen and 
         Oilers Local 131, AFL-CIO (Union).  IWC and the Union 
         have a four-year contract through December 31, 1998. 







                               -8-




                   OPERATION INFORMATION BY INDUSTRY SEGMENT

Operating information by industry segment for each of the past five years 
follows:

Operating Revenues-Industry Segment (in thousands)          

                                  1995      1994      1993     1992     1991
Water Utilities:
  Residential                  $ 48,907    44,700    41,513   40,633   38,901
  Commercial and             
    Industrial                   21,999    20,576    18,032   16,696   15,393
  Other (1)                       9,471     8,248     5,038    6,123    5,636

  Total Water Utilities          80,377    73,524    64,583   63,452   59,930

Utility-Related Services (2)     66,688    37,855    19,659       -        - 

  Total Operating Revenues (3) $147,065   111,379    84,242   63,452   59,930
                                =======   =======   =======  =======  =======

(1)  Includes $4,698 and $3,611 in income taxes collected from developers in
     1995 and 1994, respectively.
(2)  Reporting by segment was adopted in 1993 as a result of the
     acquisition of SM&P.  Utility-related services for prior periods are
     not material and, accordingly, have not been reclassified to conform
     with the 1993 presentation.
(3)  Certain reclassifications have been made to originally reported amounts
     for 1994 and 1993 to conform with classifications adopted for 1995.  
     These reclassifications did not have a material effect on amounts
     previously reported.

Operating Statistics-Water Utilities

                                  1995      1994      1993     1992     1991
Water Sold (million gallons)                                   
  Residential                    21,723    21,402    20,232   20,644   22,493
  Commercial and
    Industrial                   17,294    17,121    15,337   14,660   15,312
  Other                             841     1,112       756      837      944
   Total Water Sold              39,858    39,635    36,325   36,161   38,749
                                 ======    ======    ======   ======   ======
Daily Pumpage
  (million gallons)
  Maximum                           207       192       154      161      202
  Minimum                           100        91        93       90       91
  Average                           129       122       118      115      124

Utility Customers (end of
  year, in thousands)               235       229       224      219      214
Fire Hydrants (end of year)      26,525    25,737    24,730   24,215   23,465
Miles of Mains (end of year)      3,033     2,940     2,827    2,759    2,673



                                      -9-




Item 2.  PROPERTIES

         GENERAL DESCRIPTION

         The Company's water utilities' properties consist of 
         land, easements, rights (including water rights), 
         buildings, reservoirs, canal, wells, supply lines, 
         purification plats, pumping stations, transmission and 
         distribution pipes, mains and conduits, meters and 
         other facilities used for the collection, purification, 
         and storage of water, and the distribution of water to 
         its customers.  The water systems extend from well 
         fields and raw water reservoirs on Cicero Creek and 
         Fall Creek, north and northeast of Indianapolis, and 
         from the intake structure in Indianapolis' Eagle Creek 
         Reservoir, northwest of Indianapolis, to the service 
         connections of the ultimate consumers.  The principal 
         properties are all located in or near Indianapolis and, 
         except for Eagle Creek Reservoir, which is owned by the 
         city of Indianapolis, are all owned by the Company, in 
         fee, with the exception of its easements.  
         Substantially all its utility property rights and 
         interests, both tangible and intangible, are subject to 
         the lien securing first mortgage bonds.

         The Company's utility-related properties consist of 
         data processing equipment used to provide data 
         processing and billing and payment processing to both 
         unaffiliated utilities and to the Company's water 
         utilities, and land, buildings, vehicles and operating 
         equipment used to provide line locating services and 
         installation, repairs and maintenance of underground 
         pipelines to unaffiliated utilities.  The Company also 
         owns parcels of land which it holds for possible sale 
         or development.  A general description of the principal 
         properties is set forth in the following paragraphs.

         SOURCE OF WATER SUPPLY

         WHITE RIVER:  White River, supplemented by Morse 
         Reservoir, furnished 69% of IWC's water supply during 
         1995, of which 63% was provided by IWC's White River 
         plant and 6% was provided by IWC's White River North 
         plant.  The drainage area of the White River above the 
         intake of IWC's canal is approximately 1,200 square 
         miles.  In 1956, IWC completed Morse Reservoir on 
         Cicero Creek, a tributary of the White River.  It is 
         located on approximately 1,692 acres of land owned by 
         IWC of which about 1,500 acres are inundated.  The 
         storage capacity of this reservoir is approximately 6.9 
         billion gallons.  With the reservoir supplementing the 
         natural flow, it is estimated by IWC that the combined 
         dependable flow in the White River can be maintained at 
         a volume sufficient to produce 88 MGD.  IWC owns and 
         maintains a dam across White River at Broad Ripple

                              -10-



         which serves to divert the flow into a canal.  Water 
         diverted at the Broad Ripple dam flows by gravity in 
         the open canal to the White River treatment and pumping 
         station.  IWC's White River North plant has its intake 
         directly on the White River.

         FALL CREEK:  Fall Creek, supplemented by Geist 
         Reservoir, provided 19% of IWC's water supply in 1995.  
         The area of the watershed drained by Fall Creek 
         upstream from the Fall Creek Station intake is 
         approximately 300 square miles.  In 1943, IWC completed 
         the Geist Reservoir on Fall Creek.  The reservoir is 
         situated on about 1,983 acres of land owned by IWC, of 
         which 1,890 acres are inundated, and has a storage 
         capacity of approximately 6.1 billion gallons.  With 
         the reservoir supplementing the natural flow in Fall 
         Creek, it is estimated by IWC that the combined 
         dependable flow in Fall Creek can be maintained at a 
         volume sufficient to provide 25 MGD.  At the Fall Creek 
         Station, IWC owns and maintains a concrete dam which 
         diverts the flow of the creek into the station intake.

         EAGLE CREEK RESERVOIR:  Raw water purchased from Eagle 
         Creek Reservoir, a multipurpose reservoir owned and 
         operated by the city of Indianapolis, provided 9% of 
         IWC's water supply in 1995.  On October 18, 1971, IWC 
         and the City signed a 50-year contract, with an option 
         for an additional 25 years, providing for the 
         withdrawal, subject to certain restrictions, of up to 
         12.4 MGD on an annual average basis.  IWC owns and 
         maintains a raw water intake structure, pumping 
         station, and pipeline within the reservoir property, 
         which delivers the allotted supply to its Thomas W. 
         Moses Treatment Plant.

         WELLS:  IWC owns 32 wells, of which 25 are 
         supplementary or auxiliary supply and seven are primary 
         sources of supply.  Of the primary wells, three are 
         located at the Geist Well Field and four are the first 
         development of the South Well Field.  The Company owns 
         water rights under a total of 984 acres of land, of 
         which 938 acres are located in Marion County and 46 
         acres are located in Johnson County.  It is estimated 
         that the aggregate dependable annual average yield 
         under a repetition of the most severe two-year drought 
         on record is approximately 14 MGD from the wells.  In 
         1995, wells provided approximately 3% of IWC's water 
         supply.

         The source of supply for HWC consists of six wells 
         having a total rated capacity and actual pumping 
         capacity of 4.2 MGD.



                              -11-




         PURIFICATION

         Treatment of surface water in IWC's system involves 
         coagulation and flocculation, after which the water 
         flows through the sedimentation basins and then to 
         gravity-type rapid filters.  IWC has four primary 
         surface water filtration and purification plants--two 
         for the White River supply sources, one for the Fall 
         Creek supply source, and one for the Eagle Creek supply 
         source--equipped with rapid filters having a maximum 
         operating capacity aggregating 180 MGD and two ground 
         water treatment plants totaling 10 MGD.

         The water treatment plant for HWC consists of four 
         packaged filter iron removal units with a combined 
         rated capacity of 3.5 MGD, including the new east plant 
         which increased rated capacity by 1.5 MGD.

         PUMPING

         IWC owns seven principal pumping stations and eleven 
         booster stations.  The principal pumping stations have 
         a total of 40 primary distribution pumps and have a 
         maximum capacity of 326 MGD.  The booster stations have 
         42 pumps, all of which are electrically or diesel fuel 
         driven with a maximum capacity of 101 MGD.  IWC has not 
         to date experienced, nor does it anticipate, any 
         shortage of electrical energy to run its pumps.

         The high service pumping facilities for HWC consist of 
         six electric motor-driven pumps housed in the same 
         buildings as the treatment plants and have a maximum 
         capacity of approximately 3.5 MGD.

         In 1995, improvements were made to the piping at the 
         Edmondson Booster Station, which resulted in 
         significantly improved pressure in the southeast 
         portion of the Company's service territory.

         FILTERED WATER STORAGE

         The Company's aggregate storage capacity for finished 
         water is approximately 55 million gallons.  IWC owns 
         six filtered-water underground reservoirs at its five 
         principal pumping stations which have an aggregate 
         storage capacity of 39 million gallons.  The filtered 
         water in storage has been treated and is available to 
         be pumped into the distribution system.  Also, there 
         are four elevated storage tanks with an aggregate 
         storage capacity of over four million gallons and two 
         ground storage tanks with an aggregate storage capacity 
         of 12 million gallons.  


                              -12-





         The filtered water in the two ground storage tanks has 
         been pumped by the principal pumping stations and is 
         available to the respective booster stations to be 
         pumped into the distribution system served by these 
         stations.  The four outlying elevated storage tanks 
         "ride on" the distribution system and provide water by 
         gravity flow.

         There are two ground storage tanks at HWC, the first 
         located adjacent to the treatment plant with a storage 
         capacity of 50,000 gallons, and the second located 
         adjacent to the new booster station with a storage 
         capacity of 250,000 gallons.  There is also an elevated 
         storage tank in the distribution system which "rides 
         on" the system and has a capacity of 250,000 gallons.

         TRANSMISSION AND DISTRIBUTION

         The Company's utility transmission and distribution 
         systems are composed of 3,033 miles of mains, most of 
         which are cast iron and ductile iron.  During the past 
         ten years, an aggregate of 765 miles of mains, or 
         approximately 25% of the total, were added to the 
         systems.  In general, the mains are located in city 
         streets, other public ways and occasionally in 
         easements.  The supply mains are located partly in city 
         streets and partly in rights-of-way and land owned by 
         the Company.  The Company furnishes public fire 
         protection service through hydrants owned by the 
         Company and located generally within the limits of 
         street rights-of-way.

         UTILITY-RELATED PROPERTIES

         The Company's data processing equipment is located at 
         IWC's general office in Indianapolis, Indiana.  The 
         Company also owns land and buildings and leases 
         (operating leases) additional buildings, all of which 
         are used for its line locating services and operations 
         related to installation, repairs and maintenance of 
         underground pipelines.  Vehicles, data processing 
         equipment, and other operating equipment used in these 
         operations are located at the various operating 
         offices.

         REAL ESTATE INTERESTS

         At December 31, 1995, the Company owned undeveloped 
         non-utility land located primarily north and west of 
         Geist Reservoir in Hamilton County, and several 
         additional parcels in Marion County.  The Company 
         continues to explore the possible sale or development 
         of this land.


                              -13-




         OFFICE BUILDING

         The Company's main office building and service center 
         was constructed in 1957 on 20 acres of land located 
         approximately two miles from the center of the main 
         business district of Indianapolis.  The building houses 
         the general and local commercial offices of the Company 
         and provides a garage and building for storage of 
         materials and vehicles, as well as shop space for 
         repairs to automotive and other equipment.  In May 
         1994, various administrative departments moved into the 
         new General Office addition, west of the original 
         building.  


Item 3.  LEGAL PROCEEDINGS

         There are no material pending legal proceedings, other 
         than ordinary litigation incidental to the Company's 
         business, to which the Company is a party or of which 
         any of their property is the subject.

         
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted during the fourth quarter of 
         1995 to a vote of security holders of the Registrant, 
         through the solicitation of proxies or otherwise.



























                              -14-




                             PART II

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED 
         STOCKHOLDER MATTERS

         Information regarding the trading market for the 
         Company's Common Shares, the range of selling prices 
         for each quarterly period during the past two years 
         with respect to the Common Shares, the approximate 
         number of holders of Common Shares as of December 31, 
         1995, the frequency and amount of dividends paid during 
         the past two years with respect to the Common Shares 
         and other matters is included under the captions "Stock 
         Statistics" and "Distribution of Shareholders" on page 
         47 of the 1995 Annual Report, which information is 
         incorporated herein by reference.


Item 6.  SELECTED FINANCIAL DATA

         The data included on page 40 of the 1995 Annual Report 
         under "Selected Financial Data" is incorporated herein 
         by reference.


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS

         The discussion entitled "Management's Discussion and 
         Analysis of Financial Condition and Results of 
         Operations" included in the 1995 Annual Report on pages 
         41 through 46 is incorporated herein by reference.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated financial statements included in the 
         1995 Annual Report and listed in Item 14.1. of this 
         Report are incorporated herein by reference from the 
         1995 Annual Report.


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         None









                              -15-




                            PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this Item regarding 
         nominees for Director of the Company is incorporated 
         herein by reference to the Company's definitive proxy 
         statement for its 1996 annual meeting of common 
         stockholders filed with the Commission pursuant to 
         Regulation 14A (the "1996 Proxy Statement").

         The following table sets forth the current officers of 
         IWC Resources Corporation and its principal subsidiary, 
         Indianapolis Water Company, their ages, and (as 
         presented below in parentheses) their positions during 
         the past five years.  There is no family relationship 
         between any of the officers of the Company.  All 
         officers are elected for a term of one year.

                         IWC RESOURCES CORPORATION

            Name              Age          Position             

         James T. Morris       52     Chairman of the Board,
                                      Chief Executive Officer and
                                      President (President and
                                      Chief Operating Officer)

         Joseph R. Broyles     53     President-IWC Industries

         J. A. Rosenfeld       64     President-IWC Utilities
                                      (Executive Vice President;
                                      Senior Vice President
                                      and Treasurer; Financial
                                      Consultant)

         Kenneth N. Giffin     52     Senior Vice President-
                                      Governmental Relations and
                                      Real Estate

         John M. Davis         44     Vice President, General
                                      Counsel and Secretary

         Alan R. Kimbell       64     Vice President-Marketing

         James W. Shaffer      46     Vice President-Corporate Affairs

         Murvin S. Enders      53     Vice President-Administrative
                                      Affairs

         James P. Lathrop      50     Assistant Treasurer and
                                      Chief Accounting Officer
                                      (Controller)

         Peggy J. Stinson      58     Assistant Secretary

                                   -16-



INDIANAPOLIS WATER COMPANY


         James T. Morris       52     Chairman of the Board and Chief
                                      Executive Officer (President
                                      and Chief Operating Officer)

         J. A. Rosenfeld       64     President and Chief Operating
                                      Officer (Executive Vice President;
                                      Senior Vice President and Treasurer)

         Kenneth N. Giffin     52     Senior Vice President-Governmental
                                      Relations (Senior Vice President-
                                      Human Resources and Corporate
                                      Relations)

         John M. Davis         44     Vice President, General Counsel
                                      and Secretary

         Robert F. Miller      51     Vice President-Engineering 
                                      (Principal Projects Engineer)

         David S. Probst       57     Vice President-Business Development
                                      (Vice President-Engineering
                                      Services)

         Tim K. Bumgardner     47     Vice President-Operations
                                      (Vice President-Production)
                               
         Patricia L. Chastain  58     Vice President-Community Affairs
                                      (Director of Special Projects; 
                                      Corporate Affairs Coordinator)

         James W. Shaffer      46     Vice President - Corporate Affairs
                               
         Martha L. Wharton     66     Vice President-Customer Service
                                      (Vice President-Customer Relations;
                                      Assistant Secretary)

         L. M. Williams        52     Vice President - Human Resources
                               














                                   -17-




         James P. Lathrop      50     Assistant Treasurer and
                                      Chief Accounting Officer

         Peggy J. Stinson      58     Assistant Secretary
                                      (Executive Secretary)


    All of the above have been employed by the Company for more 
than five years except for Murvin S. Enders, J. A. Rosenfeld, 
John M. Davis and James W. Shaffer.  Mr. Enders has been 
employed since October, 1995 and was previously employed by 
Chrysler Corporation.  Additionally, Mr. Enders was a member of 
the Company's Board of Directors.  Mr. Rosenfeld has been 
employed since January, 1992 and was previously employed by 
Melvin Simon & Associates.  Mr. Davis has been employed since 
June, 1993 and was previously employed by KPMG Peat Marwick 
LLP.  Mr. Shaffer has been employed since January, 1993 and was 
previously employed by Creative Concepts, Inc.

Item 11. EXECUTIVE COMPENSATION

         The information required by this Item regarding 
         compensation of the Company's officers and directors is 
         incorporated herein by reference to the Company's 1996 
         Proxy Statement.  The Compensation Committee Report to 
         Shareholders and Comparative Stock Performance sections 
         of the Company's 1996 Proxy Statement shall not be 
         deemed "filed" herewith.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
         MANAGEMENT

         (a)  Information required by this item applicable to 
         the Company's Redeemable Preferred Stock follows:


    Title        Name and Address     Amount and Nature  Percent
     of                of               of Beneficial      of   
    Class        Beneficial Owner         Ownership       Class 
  Redeemable     Patrick J. Baker       17,204 shares    33-1/3%
  Preferred      1913 W. 116th St.                              
  Stock          Carmel, IN 46032

                 Daniel S. Baker (1)    17,204 shares    33-1/3%
                 7285 Waterview Pt.
                 Noblesville, IN 46060

                 Diana L. Sosbey        17,204 shares    33-1/3%
                 8596 Twin Pt. Cir.
                 Indianapolis, IN 46236

(1) Mr. Daniel S. Baker is President of SM&P Utility Resources, 
Inc., (formerly SM&P Conduit Co., Inc.) a wholly owned 
subsidiary of the Company. 

                              -18-




         (b)  The information required by this Item regarding 
         the number of shares of the Company's Common Stock, 
         beneficially owned by the nominees for Director and the 
         officers of the Company is incorporated herein by 
         reference to the Company's 1996 Proxy Statement.

         (c)  The Company knows of no arrangements the operation 
         of which may at a subsequent date result in a change of 
         control of the Company.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this Item regarding certain 
         relationships and related transactions is incorporated 
         herein by reference to the Company's 1996 Proxy 
         Statement.






































                              -19-




PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
         FORM 8-K

         The documents listed below are filed as a part of this 
         report except as otherwise indicated:

         1.   Financial Statements.  The following described 
              consolidated financial statements found on the 
              pages of the 1995 Annual Report indicated below 
              are incorporated into Item 8 of this Report by 
              reference.

              Description of Financial         Location in 1995 
              Statement Item                   Annual Report   
              Independent Auditors' Report       Page 39
              Consolidated Balance Sheets,    
               December 31, 1995 and 1994        Pages 22 and 23
              Consolidated Statements of
               Shareholders' Equity, Years
               ended December 31, 1995,
               1994 and 1993                     Page 24
              Consolidated Statements of
               Earnings, Years ended
               December 31, 1995,
               1994 and 1993                     Page 25
              Consolidated Statements of
               Cash Flows, Years ended
               December 31, 1995,
               1994 and 1993                     Page 26
              Notes to Consolidated Financial 
               Statements, Years ended           Pages 27 
               December 31, 1995, 1994 and 1993   through 38

         2.   Financial Statement Schedules. 

              All schedules for which provision is made in 
              Regulation S-X have been omitted for the reason 
              that they are not required, are not applicable, or 
              the required information is set forth in the 
              consolidated financial statements or notes 
              thereto.
         
         3.   Exhibits

              The exhibits set forth on the Index to Exhibits 
              are incorporated herein by reference.







                              -20-




         4.   Reports on Form 8-K

              On November 6, 1995, the Company filed Amendment 
              No. 1 to its current report on Form 8-K originally 
              filed September 5, 1995 to report the acquisition 
              by merger of Miller Pipeline Corporation.  
              Amendment No. 1 contained pro forma financial 
              information filed under "Item 7. Financial 
              Statements and Exhibits".  The pro forma financial 
              information consisted of Pro Forma Condensed 
              Consolidation Balance Sheet of the Registrant as 
              of June 30, 1995 (Unaudited), Pro Forma Condensed 
              Consolidated Statement of Earnings of the 
              Registrant for the Six Months Ended June 30, 1995 
              (Unaudited), Pro Forma Condensed Consolidated 
              Statement of Earnings of the Registrant for the 
              Year Ended December 31, 1994 (Unaudited), and 
              Notes to Unaudited Pro Forma Condensed 
              Consolidated Financial Statements.




































                              -21-





                          OTHER MATTERS


For the purposes of complying with the amendments to the rules 
governing Form S-8 (effective July 13, 1990) under the 
Securities Act of 1933, the undersigned registrant hereby 
undertakes as follows, which undertaking shall be incorporated 
by reference into registrant's Registration Statement on Form 
S-8 No. 33-33021 (filed August 17, 1989):

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 Securities Act of 1933 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.

























                              -22-




SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange 
Act of 1934, the Registrant has duly caused this annual report to be 
signed on its behalf by the undersigned thereunto duly authorized.


                               IWC RESOURCES CORPORATION         
                                   Registrant



Date  March 29, 1996         By:                                
                                 J. A. Rosenfeld, President
                                 IWC Utilities



Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on 
behalf of the Registrant and in the capacities and on the dates 
indicated.


Date  March 29, 1996          By:                                  
                                  James T. Morris, Chairman of the
                                   Board, Chief Executive Officer
                                   and President and Director

Date  March 29, 1996          By:                                  
                                  Robert B. McConnell, Chairman of 
                                   the Executive Committee

Date  March 29, 1996          By:                                  
                                  J. A. Rosenfeld, President
                                   IWC Utilities and Director
                                   (Principal Financial Officer)

Date  March 29, 1996          By:                                  
                                  James P. Lathrop, Assistant   
                                   Treasurer (Principal Accounting
                                   Officer)

Date  March 29, 1996          By:                                  
                                  Joseph R. Broyles, President
                                   IWC Industries and Director

Date  March 29, 1996          By:                                  
                                  Joseph D. Barnette, Jr., Director






                                -23-




Date  March 29, 1996          By:                                  
                                  Robert A. Borns, Director        

Date  March 29, 1996          By:                                  
                                  Susan O. Connor, Director

Date  March 29, 1996          By:                                  
                                  Otto N. Frenzel III, Director

Date  March 29, 1996          By:                                  
                                  J. B. King, Director

Date  March 29, 1996          By:                                  
                                  J. George Mikelsons, Director

Date  March 29, 1996          By:                                  
                                  Thomas M. Miller, Director

Date  March 29, 1996          By:                                  
                                  Jack E. Reich, Director

Date  March 29, 1996          By:                                  
                                  Fred E. Schlegel, Director

Date  March 29, 1996          By:                                  
                                  Milton O. Thompson, Director





























                                -24-




INDEX TO EXHIBITS

              2    Reorganization Agreement dated as of July 21, 
                   1995 (without exhibits other than the Plan and 
                   Agreement of Merger dated as of August 18, 
                   1995), filed as Exhibit 2 to Registrant's Form 
                   8-K filed September 5, 1995, is incorporated 
                   herein by reference.

              3A-1 Restated Articles of Incorporation of 
                   Registrant, as amended to date.  The copy of 
                   this exhibit filed as Exhibit 3-A to 
                   Registrant's Registration Statement on Form S-8 
                   effective August 17, 1989 "Registration No. 
                   33-30221", is incorporated by reference.

              3-B  Bylaws of Registrant, as amended to date.  The 
                   copy of this exhibit filed as Exhibit 3-B to 
                   Registrant's Registration Statement on Form S-8 
                   effective August 17, 1989 "Registration No. 
                   33-30221", is incorporated by reference.

              4.1  Ninth Supplemental Indenture dated as of August 
                   1, 1967.  The copy of this exhibit filed as 
                   Exhibit 4-B5 to IWC's Annual Report on Form 10-K 
                   for the fiscal year ended December 31, 1980, is 
                   incorporated herein by reference.  

              4.2  Eleventh Supplemental Indenture dated as of 
                   December 1, 1971.  The copy of this exhibit 
                   filed as Exhibit 4-B6 to IWC's Annual Report 
                   on Form 10-K for the fiscal year ended 
                   December 31, 1980, is incorporated herein by 
                   reference.  

              4.3  Seventeenth Supplemental Indenture dated as 
                   of March 1, 1989, between Fidelity Bank, 
                   National Association, and IWC.  The copy of 
                   this exhibit filed as Exhibit 4-A9 to 
                   Registrant's Annual Report on Form 10-K for 
                   the fiscal year ended December 31, 1988 is 
                   incorporated herein by reference.

              4.4  Eighteenth Supplemental Indenture dated as of 
                   March 1, 1989, between Fidelity Bank, 
                   National Association and IWC.  The copy of 
                   this exhibit filed as Exhibit 4-A10 to 
                   Registrant's Annual Report on Form 10-K for 
                   the fiscal year ended December 31, 1988, is 
                   incorporated herein by reference.





                              -25-




              4.5     Nineteenth Supplemental Indenture dated as 
                      of June 1, 1989, between Fidelity Bank, 
                      National Association, and IWC.  The copy 
                      of this exhibit filed as Exhibit 4-A9 to 
                      Registrant's Registration Statement on 
                      Form S-2 effective December 12, 1991 
                      (Registration No. 33-43939), is 
                      incorporated herein by reference.

              4.6     Fourteenth Supplemental Indenture dated as 
                      of January 15, 1978, between the Fidelity 
                      Bank, (formerly Fidelity-Philadelphia 
                      Trust Company) and IWC, including as 
                      Appendix A the "Restatement of Principal 
                      Indenture of Indianapolis Water Company," 
                      which, except as otherwise specified, 
                      restates the granting clauses and all 
                      other sections contained in the First 
                      Mortgage dated July 1, 1936, between 
                      Fidelity-Philadelphia Trust Company and 
                      Registrant as amended by the Fourth, 
                      Fifth, Sixth, Eighth, Twelfth and 
                      Fourteenth Supplemental Indentures.  A 
                      copy of this exhibit filed as Exhibit 4-B1 
                      to IWC's Annual Report on Form 10-K for 
                      the fiscal year ended December 31, 1980, 
                      is incorporated herein by reference.

              4.7     Twentieth Supplemental Indenture dated as 
                      of December 1, 1992, between Fidelity 
                      Bank, National Association, and IWC.  The 
                      copy of this Exhibit filed as Exhibit 4-A9 
                      to Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1992, is incorporated herein by reference.

              4.8     Twenty-First Supplemental Indenture dated 
                      as of December 1, 1992, between Fidelity 
                      Bank, National Association and IWC.  The 
                      copy of this Exhibit filed as Exhibit 
                      4-A10 to Registrant's Annual Report on 
                      Form 10-K for the fiscal year ended 
                      December 31, 1992, is incorporated herein 
                      by reference.











                              -26-




              4.9     Rights Agreement, dated as of February 9, 
                      1988, between IWC Resources Corporation 
                      and Bank One, Indianapolis, NA (as Rights 
                      Agent), which includes the Form of 
                      Certificate of Designations of Series A 
                      Junior Participating Preferred Stock as 
                      Exhibit A, the Form of Right Certificate 
                      as Exhibit B and the Summary of Rights to 
                      Purchase Preferred Shares as Exhibit C.  
                      The copy of this exhibit filed as Exhibit 
                      4 to the Registrant's Current Report on 
                      Form 8-K dated February 9, 1988, is 
                      incorporated by reference.

              4.10    Indenture of Trust dated as of March 1, 
                      1989, between IWC, City of Indianapolis, 
                      Indiana, and Merchants National Bank & 
                      Trust Company of Indianapolis, as 
                      Trustee.  The copy of this exhibit filed 
                      as Exhibit 10-F to Registrant's Annual 
                      Report on Form 10-K for the fiscal year 
                      ended December 31, 1988, is incorporated 
                      herein by reference.

              4.11    Indenture of Trust dated as of March 1, 
                      1989, between IWC, Town of Fishers, 
                      Indiana, and Merchants National Bank & 
                      Trust Company of Indianapolis, as 
                      Trustee.  The copy of this exhibit filed 
                      as Exhibit 10-G to Registrant's Annual 
                      Report on Form 10-K for the fiscal year 
                      ended December 31, 1988, is incorporated 
                      herein by reference.

              4.12    Indenture of Trust dated as of December 1, 
                      1992, between City of Indianapolis, 
                      Indiana, and IWC to National City Bank, 
                      Indiana, as Trustee.  The copy of this 
                      Exhibit filed as Exhibit 10-J to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1992, is incorporated herein by reference.

              4.13    Indenture of Trust, City of Indianapolis, 
                      Indiana, and Indianapolis Water Company to 
                      National City Bank, Indiana, as Trustee, 
                      dated as of April 1, 1993.  The copy of 
                      this Exhibit filed as Exhibit 4.14 to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1993, is incorporated herein by reference.




                              -27-




              4.14    Twenty-Second Supplemental Indenture dated 
                      as of April 1, 1993, between Indianapolis 
                      Water Company and Fidelity Bank, National 
                      Association.  The copy of this Exhibit 
                      filed as Exhibit 4.15 to Registrant's 
                      Annual Report on Form 10-K for the fiscal 
                      year ended December 31, 1993, is 
                      incorporated herein by reference.

              10.1    Agreement dated October 18, 1971, between 
                      IWC and the Department of Public Works of 
                      the City of Indianapolis, Indiana, 
                      relating to the purchase of water at Eagle 
                      Creek Reservoir.  The copy of this exhibit 
                      filed as Exhibit 5 to IWC's Statement (No. 
                      2-55201), effective January 14, 1976, is 
                      incorporated herein by reference.

             *10.2    The description of "split dollar" life 
                      insurance policies owned by IWC with 
                      respect to certain officers of Registrant 
                      is incorporated hereby by reference to the 
                      Company's 1988 Proxy Statement.

             *10.3    Form of Executive Supplemental Benefits 
                      Plan of IWC.  The copy of this exhibit 
                      filed on Exhibit 10-D to IWC's Annual 
                      Report on Form 10-K for the fiscal year 
                      ended December 31, 1985, is incorporated 
                      herein by reference.

              10.4    Loan Agreement dated as of March 1, 1989, 
                      between IWC and the City of Indianapolis, 
                      Indiana.  The copy of this exhibit filed 
                      as Exhibit 10-D to Registrant's Annual 
                      Report on Form 10-K for the fiscal year 
                      ended December 31, 1988, is incorporated 
                      herein by reference.

              10.5    Loan Agreement dated as of March 1, 1989, 
                      between IWC and Town of Fishers, Indiana.  
                      The copy of this exhibit filed as Exhibit 
                      10-E to Registrant's Annual Report on Form 
                      10-K for the fiscal year ended December 
                      31, 1988, is incorporated herein by 
                      reference.









                              -28-




              10.6    Guaranty Agreement dated as of March 1, 
                      1989, between Registrant and Merchants 
                      National Bank and Trust Company of 
                      Indianapolis re:  City of Indianapolis, 
                      Indiana Industrial Development Bonds.  The 
                      copy of this exhibit filed as Exhibit 10-H 
                      to Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1988, is incorporated herein by reference.

              10.7    Guaranty Agreement dated as of March 1, 
                      1989, between Registrant and Merchants 
                      National Bank & Trust Company of 
                      Indianapolis re:  Town of Fishers, Indiana 
                      Industrial Development Bonds.  The copy of 
                      this exhibit filed as Exhibit 10-I to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1988, is incorporated herein by reference.

              10.8    Loan Agreement dated as of December 1, 
                      1992, between IWC and City of 
                      Indianapolis, Indiana.  The copy of this 
                      exhibit filed as Exhibit 10-K to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1992, is incorporated herein by reference.

              10.9    Guaranty Agreement dated as of December 1, 
                      1992, between Resources and National City 
                      Bank, Indiana, as Trustee.  The copy of 
                      this exhibit filed as Exhibit 10-L to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1992, is incorporated herein by reference.

              10.10   Note Agreement dated as of March 1, 1994, 
                      between Registrant and American United 
                      Life Insurance Company.  The copy of this 
                      exhibit filed as Exhibit 10.10 to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1993, is incorporated herein by reference.


              10.11   Loan Agreement dated as of April 1, 1993, 
                      between Indianapolis Water Company and 
                      City of Indianapolis.  The copy of this 
                      exhibit filed as Exhibit 10.11 to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1993, is incorporated herein by reference.



                              -29-




              10.12   Guaranty Agreement between Registrant and 
                      National City Bank, Indiana, as Trustee, 
                      dated as of April 1, 1993.  The copy of 
                      this exhibit filed as Exhibit 10.12 to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1993, is incorporated herein by reference.

              10.13   Agreement for the Operation and 
                      Maintenance of the City of Indianapolis, 
                      Indiana, Advanced Wastewater Treatment 
                      Facilities dated as of December 20, 1993, 
                      among the City of Indianapolis, White 
                      River Environmental Partnership, the 
                      Registrant and certain other parties.  The 
                      copy of this exhibit filed as Exhibit 
                      10.13 to Registrant's Annual Report on 
                      Form 10-K for the fiscal year ended 
                      December 31, 1993, is incorporated herein 
                      by reference.

              10.14   White River Environmental Partnership 
                      Agreement between IWC Services, Inc., JMM 
                      White River Corporation and LAH White 
                      River Corporation, dated as of August 20, 
                      1993.  The copy of this exhibit filed as 
                      Exhibit 10.14 to Registrant's Annual 
                      Report on Form 10-K for the fiscal year 
                      ended December 31, 1993, is incorporated 
                      herein by reference.

              10.15   Plan and Agreement of Merger among 
                      Registrant, Resources Acquisition Corp., 
                      S.M.& P. Conduit Co., Inc., and its 
                      shareholders dated as of June 14, 1993.  
                      The copy of this exhibit filed as Exhibit 
                      10.15 to Registrant's Annual Report on 
                      Form 10-K for the fiscal year ended 
                      December 31, 1993, is incorporated herein 
                      by reference.

             *10.16   Executive Employment Agreement between 
                      Registrant and James T. Morris, dated as 
                      of December 31, 1993 (substantially 
                      similar agreements in favor of J. A. 
                      Rosenfeld, Joseph R. Broyles, John M. 
                      Davis and Kenneth N. Giffin have been 
                      omitted pursuant to Instruction 2 to Item 
                      601 of Regulation S-K).  The copy of this 
                      exhibit filed as Exhibit 10.16 to 
                      Registrant's Annual Report on Form 10-K 
                      for the fiscal year ended December 31, 
                      1993, is incorporated herein by reference.


                              -30-




              *10.17  Employment Agreement between Miller 
                      Pipeline Corporation (surviving 
                      corporation) and Don W. Miller dated 
                      August 22, 1995, filed as Exhibit 10 (1) 
                      to Registrant's Form 8-K filed
                      September 5, 1995, is incorporated herein 
                      by reference.

              *10.18  Employment Agreement between Miller 
                      Pipeline Corporation (surviving 
                      corporation) and Dale R. Miller dated 
                      August 22, 1995, filed as Exhibit 10 (2) 
                      to Registrant's Form 8-K filed 
                      September 5, 1995, is incorporated herein 
                      by reference.

               13     Registrant's Annual Report to Stockholders 
                      for the year ended December 31, 1995.  
                      This exhibit, except for the portions 
                      thereof that have expressly been 
                      incorporated by reference into this 
                      Report, is furnished for the information 
                      of the Commission and shall not be deemed 
                      "filed" as part hereof.

               21     Subsidiaries

               23     Consent of Independent Certified Public 
                      Accountants.

               27     Financial Data Schedule


*This exhibit relates to executive compensation or benefit plans.





















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