Iwc Resources Corp · 10-K · For 12/31/94

Filed On 3/30/95   ·   SEC File 0-15420   ·   Accession Number 790523-95-4

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         28±   109K 
 2: EX-13       Annual or Quarterly Report to Security Holders        39±   194K 
 3: EX-21       Subsidiaries of the Registrant                         1      5K 
 4: EX-23       Consent of Experts or Counsel                          1      7K 
 5: EX-27       Financial Data Schedule                                2±     9K 

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Document Summary:                                                               

Document:     9410KEDGAR                                              
Author:                                                               
Addressee:                                                            
Operator:                                                             

Creation Date:      03/30/1995                                        
Modification Date:  03/30/1995                                        

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, 1994, 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)                                                            

$126,443,870
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, 1995.                                             

6,932,350 
Indicate the number of shares of common stock outstanding March 1, 1995 

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, 1994                   Parts I and II           

Definitive Proxy Statement to be                                                
filed for the 1995 Annual Meeting                                               
of Shareholders of Registrant                          Part III                 

IWC RESOURCES CORPORATION               
INDIANAPOLIS, INDIANA               

ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION               

December 31, 1994               

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 six 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 and          
includes areas in Marion, Hancock, Hamilton, Hendricks,       
Boone and Morgan counties.  In August 1994, Zionsville        
Water Corporation was merged into Indianapolis Water          
Company, as approved by the Indiana Utility Regulatory        
Commission.                                                   

At year's end, Indianapolis Water Company (IWC) was           
providing service to 226,795 customers.  Harbour Water        
Corporation (Harbour), in the Morse Reservoir area of         
Hamilton County, was serving 2,538 customers.                 

In addition to the two water utilities, Resources has         
four other wholly owned subsidiaries; SM&P Utility            
Resources, Inc. (formerly SM&P Conduit Co., Inc.)             
(SM&P), Waterway Holdings, Inc., Utility Data                 
Corporation (UDC), and IWC Services, Inc.  SM&P               
performs underground utility locating and marketing           
services in Indiana and other states.  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.            

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 principal source of earnings for the          
Company in the forseeable future.                             

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, data         
processing and billing and payment processing, and            
other utility-related services to both unaffiliated           
utilities and to the Company's water utilities.  The          
discussion of segment information, including selected         
financial data included on pages 31 through 32 of the         
1994 Annual Report under "Segment Information", is            
incorporated herein by reference.                             

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 and the Commission is not required to act upon         
petitions within any particular time period.                  

-2-               

Rate Case.  On August 10, 1994, the Commission      
approved the merger of Indianapolis Water Company (IWC)       
and Zionsville Water Corporation and an immediate             
increase in their combined rates of approximately $1.3        
million or 2%.  IWC had requested an increase in              
combined annual revenues of $8.9 million, or 14%.             

The Commission deferred increasing IWC's rates to   
cover implementation of accrual accounting for                
postretirement benefits other than pensions (OPRBs), in       
accordance with SFAS 106, pending a determination of an       
appropriate restricted fund for the related revenues.         
The rate effect of such higher costs should amount to         
approximately $1.7 million (3% of the requested 14%           
increase in combined annual revenues).  That annual           
amount, with the Commission's authorization, is now           
being deferred as a regulatory asset and should               
ultimately be recoverable over a period not to exceed         
20 years.  On October 11, 1994, IWC filed testimony           
with the Commission proposing a grantor trust to hold         
OPRB-related funds.  The Utility Consumer Counselor           
(UCC), representing ratepayers, filed testimony in            
opposition to IWC's proposal, arguing that it was not         
sufficiently restrictive.  IWC filed testimony in             
rebuttal to that of the UCC on December 16, 1994.  This       
matter has not yet been heard or resolved.                    

On September 23, 1994, IWC filed a petition with    
the Commission for approval of a new schedule of rates        
and charges.  The increase in revenues sought by IWC is       
approximately $5 million, or 8%, based on water               
consumption for the 12 months ended June 30, 1994.  IWC       
prefiled evidence in support of the request on                
November 21, 1994.  The UCC was required to prefile its       
evidence on or before March 21, 1995.  Hearings in this       
case are scheduled to take place on April 3 and 10,           
1995.                                                         

On September 23, 1994, IWC also filed a petition    
with the Commission to issue on or before December 31,        
1996, up to $30 million in principal amount of                
long-term debt, preferred stock and common equity             
capital.  Proceeds from the issuance of these                 
securities will be used for the construction, extension       
and improvement of its facilities, plant and                  
distribution system and the discharge or refunding of         
short-term debt and higher cost long-term debt.  IWC          
and the UCC submitted for the approval of the                 
Commission an agreed-upon order, which the Commission         
entered March 22, 1995, approving the securities.  The        
timing and amount of the securities to be issued, if          
approved, will be based on fund requirements and market       
conditions.                                                   

-3-               

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.  Although the       
permit and franchise rights granted to the Company are        
not exclusive, other than private wells, there are            
presently no other significant competitors operating          
within most of the Company's service area, and the            
Company does not anticipate that any significant              
general competition will develop within the area.  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 properties, accounting practices, and          
the issuance of securities by IWC or Harbour.  The            
Company does not pay a franchise tax and is not               
required to renew its franchise rights periodically.          

The Company's unregulated utility-related services are        
currently provided in eight states.  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.  Underground facility        
locating services are provided in the states of               
Indiana, Ilinois, Missouri, Ohio, Texas, Wisconsin,           
Arkansas and Minnesota.  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, 1994, the Company          
added $28,256,000 to utility plant and other property,        
of which $23,462,000 is applicable to the water               
utilities segment.  Approximately 113 miles of new            
mains and 1,007 fire hydrants were placed in service          
during the year.                                              

-4-               

During the past five years, additions to utility plant        
and other property have averaged $21,922,000 annually.        
The Company plans capital expenditures of approximately       
$111,000,000 during the five-year period 1995-1999            
primarily for further extensions and improvements to          
the Company's utility distribution systems and further        
additions and improvements to its treatment, pumping          
and storage facilities.  In 1994, the Engineering,            
Business Development, Purchasing and Corporate Affairs        
departments moved into the new General Office addition,       
west of the original building.  The addition was              
constructed to alleviate crowding experienced in the          
General Office which is undergoing renovation.  The           
Company installed an additional filter and tank at its        
Harding Station facility, on the south side of its            
service area, increasing the facility's treatment             
capacity to 6.0 MGD, at an approximate cost of                
$400,000.  Construction of a booster station with             
ground storage tank at Harbour was completed, helping         
to increase pressure needed to provide service to             
Westfield, Indiana, at an approximate cost of                 
$450,000.  For possible capital expenditures relating         
to environmental matters, which are not included above,       
see "Environmental Matters."                                  

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 1994, the average              
consumption was 122 MGD and the maximum consumption was       
192 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, and (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.  See "Properties-Source of        
Water Supply."                                                

-5-               

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 Harbour.            

The Company has an aquifer protection plan for the            
south well field in southwest Marion County.  This plan       
will guide the Company's development of its newest            
major source of supply (40 to 50 MGD), and result in a        
land use plan to protect the aquifer system from              
potential contamination sources.                              

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 Geist treatment stations.                                 

-6-               

The Company's current NPDES permits were to expire            
June 30, 1989, for White River and Fall Creek stations,       
December 31, 1990, for Thomas W. Moses treatment              
station and April 30, 1994 for Geist treatment                
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).  IDEM has authority to impose new              
requirements and restrictions with respect to these           
permits and such limitations could be difficult and           
expensive.  The full impact of such restrictions cannot       
be assessed with certainty at this time.  The Company         
anticipates, however, that the capital costs and              
expense of compliance with such restrictions could be         
significant.                                                  

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.                   

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.                       

-7-               

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, 1994, Resources, its subsidiaries and         
affiliated partnership interest, employed 1,351 full          
time employees, including 347 water utility employees         
and 758 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).                                         

A new four-year contract between IWC and the Union was        
ratified on February 28, 1995.                                

-8-               

OPERATING INFORMATION BY INDUSTRY SEGMENT     

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

Operating Revenues-Industry Segment (in thousands)                              

                      1994      1993      1992     1991     1990
Water Utilities:                                                                

Residential              $ 44,700    41,513    40,633   38,901   34,231     
Commercial and                                                              
Industrial               20,576    18,032    16,696   15,393   14,225   
Public Fire Protection         12       945     2,157    1,953    1,743     
Other (1)                   7,843     3,849     3,966    3,683    3,431     

Total Water Utilities      73,131    64,339    63,452   59,930   53,630     

Utility-Related Services(2)  36,016    17,982        -        -        -        

Total Operating Revenues $109,147    82,321    63,452   59,930   53,630     
                     =======    ======    ======   ======   ======

(1)  Includes $3,611 in income taxes collected from developers in 1994.         

(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.                                           

Operating Statistics-Water Utilities                                            

                      1994      1993      1992     1991     1990
Water Sold (million gallons)                                                    

Residential                21,402    20,232    20,664   22,493   20,168     
Commercial and                                                              
Industrial               17,121    15,337    14,660   15,312   14,835   
Public Fire Protection         38        39        29       32       46     
Other                       1,074       717       808      912      820     
Total Water Sold          39,635    36,325    36,161   38,749   35,869    
                      ======    ======    ======   ======   ======
Daily Pumpage                                                                   
(million gallons)                                                           
Maximum                       192       154       161      202      177     
Minimum                        91        93        90       91       95     
Average                       122       118       115      124      117     

Utility Customers (end of                                                       
year, in thousands)           229       224       219      214      210     

Fire Hydrants (end of year)  25,737    24,730    24,215   23,465   23,124       

Miles of Mains (end of year)  2,940     2,827     2,759    2,673    2,624       

-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, building, vehicles and locating          
equipment used to provide line locating services 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 70% of IWC's water supply during         
1994, of which 64% was provided by IWC's White River          
plant and 6% was provided by IWC's new 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 20% of IWC's water supply in 1994.        
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 8% of          
IWC's water supply in 1994.  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 38 wells, of which 31 are                    
supplementary or auxiliary supply and seven are primary       
sources of supply.  The Company owns a total of 823           
acres of land used for its water rights and as well           
station land, of which 777 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 1994, wells provided approximately 2% of       
IWC's water supply.                                           

The source of supply for Harbour consists of five wells       
having a total rated capacity and actual pumping              
capacity of 3.8 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 Harbour Water Corporation       
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 Harbour 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 1994, a booster station and finished water storage         
facility was constructed in the Harbour system to             
alleviate low pressure in the southwest portion of the        
service area and to also supply water to the town of          
Westfield which buys a daily minimum quantity of water.       

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 Harbour, 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 2,940 miles of mains, most of         
which are cast iron and ductile iron.  During the past        
ten years, an aggregate of 722 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 a building in Noblesville,         
Indiana which is the headquarters for its line locating       
services, and leases (operating leases) fourteen              
buildings located in eight states which are used as           
district offices.  Vehicles and locating equipment used       
in these operations are located at the various                
operating offices.                                            

REAL ESTATE INTERESTS                                         

At December 31, 1994, 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.  The addition, which cost approximately             
$2,000,000, was constructed to alleviate crowding             
experienced in the General Office which is undergoing         
renovation.                                                   

Item 3.  LEGAL PROCEEDINGS                                                      

There are no material pending legal proceedings, other        
than ordinary routine litigation incidental to the            
Company's business, to which the Company is a party or        
of which any of their property is the subject, except         
for certain rate case filings described on page 3 under       
SECURITIES AND RATE REGULATION - Rate Case.                   

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

No matters were submitted during the fourth quarter of        
1994 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,         
1994, 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        
39 of the 1994 Annual Report, which information is            
incorporated herein by reference.                             

Item 6.  SELECTED FINANCIAL DATA                                                

The data included on page 34 of the 1994 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 1994 Annual Report on pages       
35 through 38 is incorporated herein by reference.            

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

The consolidated financial statements included in the         
1994 Annual Report and listed in Item 14.1. of this           
Report are incorporated herein by reference from the          
1994 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 1995 annual meeting of common               
stockholders filed with the Commission pursuant to            
Regulation 14A (the "1995 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       51     Chairman of the Board,           
                       Chief Executive Officer and
                    President (President and
                    Chief Operating Officer)

J. A. Rosenfeld       63     Executive Vice President         
                  (Senior Vice President
                    and Treasurer; Financial
       Consultant)

Kenneth N. Giffin     51     Senior Vice President-           
                      Governmental Relations and
       Real Estate

John M. Davis         43     Vice President, General          
                 Counsel and Secretary

Alan R. Kimbell       63     Vice President-Marketing         

James W. Shaffer      45     Vice President-Corporate         
   Affairs

James P. Lathrop      49     Controller                       

Jane G. Ryan          54     Assistant Secretary              

-16-      

INDIANAPOLIS WATER COMPANY                                                      

James T. Morris       51     Chairman of the Board and Chief  
                        Executive Officer (President
                        and Chief Operating Officer)

Joseph R. Broyles     52     President and Chief Operating    
                              Officer (Executive Vice President;
                             Senior Vice President-Operations)

Paul J. Doane         72     Executive Vice President         
                              (Senior Vice President-Operations;
                      Vice President-Operations)

J. A. Rosenfeld       63     Executive Vice President (Senior 
                         Vice President and Treasurer)

 Kenneth N. Giffin     51     Senior Vice President-Governmental
                             Relations (Senior Vice President-
                         Human Resources and Corporate
                           Relations; Vice President-Human
                              Resources and Corporate Relations)

John M. Davis         43     Vice President, General Counsel  
         and Secretary

Robert F. Miller      50     Vice President-Engineering       
                         (Principal Projects Engineer)

  David S. Probst       56     Vice President-Business Development
                       (Vice President-Engineering
                             Services; Vice President-Customer
    Service)

Tim K. Bumgardner     46     Vice President-Operations        
                       (Vice President-Production;
                     Director of Purification)

 James W. Shaffer      45     Vice President - Corporate Affairs

Martha L. Wharton     65     Vice President-Customer Service  
                               (Vice President-Customer Relations;
                Assistant Secretary)

L. M. Williams        51     Vice President - Human Resources 
                            (Director of Human Resources and
                 Industrial Relations)

-17-      

James P. Lathrop      49     Assistant Treasurer              

Jane G. Ryan          54     Assistant Secretary              
                 (Executive Secretary)

All of the above have been employed by the Company for more             
than five years except for J. A. Rosenfeld, John M. Davis and                   
James W. Shaffer.  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 1995        
Proxy Statement.  The Compensation Committee Report to        
Shareholders and Comparative Stock Performance sections       
of the Company's 1995 Proxy Statement shall not be            
deemed "filed" herewith.                                      

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND                    
MANAGEMENT                                                    

(a)  The Company knows of no person who is the                
beneficial owner of more than 5% of the Company's             
Common Stock.  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 1995 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 1995 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 1994 Annual Report indicated below     
are incorporated into Item 8 of this Report by      
reference.                                          

Description of Financial         Location in 1994   
Statement Item                   Annual Report      
Independent Auditors' Report       Page 33          
Consolidated Balance Sheets,                        
December 31, 1994 and 1993        Pages 18 and 19 
Consolidated Statements of                          
Shareholders' Equity, Years                       
ended December 31, 1994,                          
1993 and 1992                     Page 20         
Consolidated Statements of                          
Earnings, Years ended                             
December 31, 1994,                                
1993 and 1992                     Page 21         
Consolidated Statements of                          
Cash Flows, Years ended                           
December 31, 1994,                                
1993 and 1992                     Page 22         
Notes to Consolidated Financial                     
Statements, Years ended           Pages 23        
December 31, 1994, 1993 and 1992   through 33     

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.               

4.   Reports on Form 8-K                                      

No reports on Form 8-K were filed during the three  
months ended December 31, 1994.                     

-20-                

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.                               

-21-                

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 28, 1995         By:                                                
            J. A. Rosenfeld, Executive
Vice President

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 28, 1995          By:                                               
                    James T. Morris, Chairman of the
                    Board, Chief Executive Officer
                and President and Director

Date  March 28, 1995          By:                                               
                    Robert B. McConnell, Chairman of
             the Executive Committee

Date  March 28, 1995          By:                                               
                   J. A. Rosenfeld, Executive Vice
                      President (Principal Financial
Officer)

Date  March 28, 1995          By:                                               
                James P. Lathrop, Controller
                    (Principal Accounting Officer)

Date  March 28, 1995          By:                                               
                Joseph R. Broyles, President
                  and Chief Operating Officer,
                Indianapolis Water Company
  and Director

Date  March 28, 1995          By:                                               
                     Joseph D. Barnette, Jr., Director

Date  March 28, 1995          By:                                               
               Thomas W. Binford, Director

-22-            

Date  March 28, 1995          By:                                               
             Robert A. Borns, Director

Date  March 28, 1995          By:                                               
              Murvin S. Enders, Director

Date  March 28, 1995          By:                                               
                 Otto N. Frenzel III, Director

Date  March 28, 1995          By:                                               
             Elizabeth Grube, Director

Date  March 28, 1995          By:                                               
        J. B. King, Director

Date  March 28, 1995          By:                                               
                 J. George Mikelsons, Director

Date  March 28, 1995          By:                                               
              Thomas M. Miller, Director

Date  March 28, 1995          By:                                               
           Jack E. Reich, Director

Date  March 28, 1995          By:                                               
              Fred E. Schlegel, Director

-23             

INDEX TO EXHIBITS             

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  Sixteenth Supplemental Indenture dated as of   
November 1, 1985, between Fidelity Bank,  
      National Association, and IWC.  The copy of this
   exhibit filed as Exhibit 4-A1 to IWC's Annual
   Report on Form 10-K for the fiscal year ended
  December 31, 1985, is incorporated herein by
reference.                                

4.2  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.         

4.3  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.                                

4.4  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.         

4.5  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.         

-24-                

4.6     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.   

4.7     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.

4.8     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.

4.9     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.                       

4.10    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.          

-25-                

4.11    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.                

4.12    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.                

4.13    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.

4.14    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.

4.15    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.   

-26-                

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.                          

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.

-27-                

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.

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.

-28-                

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 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.                

13      Registrant's Annual Report to Stockholders  
 for the year ended December 31, 1994.
 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.             

-29-                

21      Subsidiaries                                

23      Consent of Independent Certified Public     
Accountants.                        

27      Financial Data Schedule                     

*This exhibit relates to executive compensation or benefit plans.               

-30-            

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing		Date		Other Filings
		12/1/92
		12/31/92
		4/1/93
		6/14/93
		8/20/93
		12/20/93
		12/31/93		10-K, 11-K, 11-K/A
		3/1/94
		4/30/94
		6/30/94		10-Q
		8/10/94
		9/23/94
		10/11/94
		11/21/94
		12/16/94
For The Period Ended		12/31/94		11-K
		1/31/95
		2/28/95
		3/1/95
		3/21/95
		3/22/95
		3/28/95
Filed On / Filed As Of		3/30/95
		12/31/96		8-K
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