Iwc Resources Corp – ‘S-3D/A’ on 8/30/94

As of:  Tuesday, 8/30/94   ·   Accession #:  911916-94-96   ·   File #:  33-54613

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Amendment to Registration of Securities Pursuant to Dividend or Interest Reinvestment Plan   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3D/A      Iwc/R Amendment No. 1 to Form S-3                     27     97K 
 2: EX-5        Baker & Daniels' Opinion Letter (Exh. 5)               2      9K 

S-3D/A   —   Iwc/R Amendment No. 1 to Form S-3
Document Table of Contents

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As filed with the Securities and Exchange Commission  
on August 29, 1994              

                         Registration No. 33-54613

SECURITIES AND EXCHANGE COMMISSION              

AMENDMENT NO. 1             
TO              

FORM S-3              
REGISTRATION STATEMENT              
UNDER             
THE SECURITIES ACT OF 1933              
___________________________________             

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

Indiana                                35-166886        
(State or other jurisdiction                  (I.R.S. Employer                
of incorporation or organization)             Identification No.)               

1220 Waterway Boulevard             
Indianapolis, Indiana 46202             
(317) 639-1501              
(Address, including zip code, and telephone number,             
including area code, of registrant's principal executive              
offices)                                                                    
______________________________              

James T. Morris, Chairman of the Board,             
President and Chief Executive Officer             
IWC Resources Corporation             
1220 Waterway Boulevard             
Indianapolis, Indiana 46202             
(317) 639-1501              
(Name, address, including zip code, and telephone number,             
including area code, of agent for service)              

Copies to:              

Randy D. Loser, Esq.            J.A. Rosenfeld                        
Baker & Daniels                 Executive Vice President and          
300 North Meridian Street         Treasurer                           
Suite 2700                      IWC Resources Corporation             
Indianapolis, IN 46204          1220 Waterway Boulevard               
(317) 237-1150                  Indianapolis, IN 46202                
        (317) 639-1501

______________________________              

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Approximate date of commencement of proposed sale to the              
public:  As soon as practicable and after the effective date of             
this Registration Statement.                                                

If the only securities being registered on this Form are              
being offered pursuant to dividend or interest reinvestment                 
plans, please check the following box.   [x]                                

If any of the securities being registered in this Form are            
to be offered on a delayed or continuous basis pursuant to                  
Rule 415 under the Securities Act of 1933 other than securities             
offered only in connection with dividend or interest                        
reinvestment plans check the following box.   [ ]                           

                                                                  [Download Table]
                                                                        
                                                                        
                         ______________________________                 

                        CALCULATION OF REGISTRATION FEE                 
                                  Proposed       Proposed               
Title of class of  Amount         maximum        maximum       Amount of
securities to be   to             offering       aggregate     registra-
registered         be             price          offering      tion fee 
                   registered     per Share*     price                  
                                                                        
                                                                        
Common Shares                                                           
(without par                                                            
 value)            500,000                                              
                    Shares        $19.63         $9,815,000    $3,385   

                                                                              
*  Estimated solely for the purpose of determining the filing               
fee pursuant to Rule 457(c) based upon the average of the             
high and low prices of the Common Shares reported on the              
NASDAQ National Market System for July 11, 1994.                      

[End of Page 1.]                                                            

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IWC  RESOURCES  CORPORATION             
CROSS  REFERENCE  SHEET             

Showing Location or Caption in Prospectus of Information              
Required by Items of Form S-3                                               

Item     Registration Statement           Location or                       
Number       Item and Heading         Caption in Prospectus                   
1.    Forepart of the Registration Statement                              
and Outside Front Cover Page of                               
Prospectus . . . . . . . .  Forepart of Registration          
                      Statement and  Outside Front
                  Cover Page of Prospectus

2.    Inside Front and Outside Back Cover Pages                           
of Prospectus  . . . . . .  Inside Front Cover Page of        
      Prospectus

3.    Summary Information, Risk Factors                                   
and Ratio of Earnings to Fixed                                
Changes  . . . . . . . . .  The Corporation                   

4.    Use of Proceeds  . . . . .  Use of Proceeds, Description            
     of the Plan

5.    Determination of Offering                                           
Price  . . . . . . . . . .  Not Applicable                    

6.   Dilution . . . . . . . . .  Not Applicable                         

7.   Selling Security Holders .  Not Applicable                         

8.   Plan of Distribution . . .  Outside Front Cover Page of            
                      Prospectus,  Description  of
  the Plan

9.   Description of Securities                                          
to be Registered . . . . .  Description of the Plan           

10.  Interests of Named Experts                                         
and Counsel  . . . . . . .  Not Applicable                    

11   Material Changes . . . . .  Not Applicable                         

12.  Incorporation of Certain Information                               
by Reference . . . . . . .  Documents Incorporated by         
   Reference

13.  Disclosure of Commission Position on                               
Indemnification for Securities Act                            
Liabilities  . . . . . . .  Not Applicable                    

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Prospectus                                                                  
IWC  RESOURCES  CORPORATION             
Dividend Reinvestment and Share Purchase Plan             
500,000 Common Shares             

The  Dividend  Reinvestment  and  Share  Purchase  Plan  (the           
"Plan")  of  IWC  Resources  Corporation  ("Resources"  or  the             
"Corporation")  provides  a  convenient  way  to  purchase  the             
Corporation's  common shares  ("Common  Shares") at  a discount             
from the current  market price average  and without payment  of             
any  brokerage or other fees.   Holders of record of the Common             
Shares,  any series  of the  Corporation's Special  Shares (the             
"Special  Shares," and  together  with the  Common Shares,  the             
"Shares")  and  certain employees  of  the  Corporation or  its             
subsidiaries are eligible to  participate.  Participants in the             
Plan may:                                                                   

-  Automatically  reinvest  cash   dividends  on  all  Shares           
registered in their names.                                        
-  Automatically reinvest cash dividends on less  than all of           
the  Shares registered  in  their  names and  continue  to        
receive cash dividends on the remaining Shares.                   
-  Invest by making optional cash purchases  of Common Shares           
in  any amount  in  excess of  $100 ($10  in  the  case of        
employees)  and  up  to  a  total  of  $100,000  annually,        
whether  or  not  any   dividends  are  being  reinvested.        
Optional cash payments will be invested  on the investment        
dates, which generally  are the first  day of  each month.        
Brokers,  nominees   and  investment   companies  are  not        
eligible to elect this option.                                    

The  price  of   Common  Shares  purchased  with   reinvested           
dividends or with  optional cash  payments will be  97% of  the             
average of  the means between the  high and low  sale prices of             
the Common Shares, as supplied  by the National Association  of             
Securities Dealers Automated  Quotation National Market  System             
and reported in The  Wall Street Journal, for, in  general, the             
five consecutive  trading days ending  on the day  of purchase.             
(See Question 13.)                                                          

Employees  of the  Corporation or  its  subsidiaries who  are           
residents of the State  of Indiana or certain other  states may             
make   optional  cash   purchases  through   automatic  payroll             
deductions.  Shareholders who do  not choose to participate  in             
the Plan will continue to receive cash dividends, as  declared,             
by check in the usual manner.                                               

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE               
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES             
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES             
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS             
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY               
IS A CRIMINAL OFFENSE.              

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This Prospectus  relates to  500,000 authorized but  unissued           
Common  Shares registered for purchase  under the Plan.   It is             
suggested  that   this  Prospectus   be  retained   for  future             
reference.                                                                  

The date of this Prospectus is __________, 1994.              

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No person has been authorized to give any information or to             
make any representation not contained in this Prospectus.  This             
Prospectus does not constitute an offer of any securities other             
than those described on the cover page or an offer to sell or a             
solicitation of an offer to buy within any jurisdiction to any              
person to whom it is unlawful to make such offer or                         
solicitation within such jurisdiction.                                      

ASSISTANCE  CONCERNING  THE  PLAN             

Please address all correspondence concerning the Plan to:               

BANK ONE, INDIANAPOLIS, NA                                        
Security Holder Services Department                               
IWC Resources Corporation Dividend                                
Reinvestment and Share Purchase Plan                      
101 Monument Circle                                               
Indianapolis, Indiana 46277                                       

Please mention IWC Resources Corporation in all your                    
correspondence and, if you are a participant, give the number               
of your account.  If you prefer, you may call BANK ONE,                     
INDIANAPOLIS, NA, at (317) 639-8110.                                        

Assistance with Plan participation and other shareholder                
matters also may be obtained from the Corporation, P.O.                     
Box 1220, Indianapolis, Indiana  46206.  Its telephone number               
is  (317) 639-1501.                                                         
TABLE  OF  CONTENTS 
  Page
AVAILABLE  INFORMATION  . . . . . . . . . .   1                             
DOCUMENTS  INCORPORATED  BY  REFERENCE  . .   1                             
THE  CORPORATION  . . . . . . . . . . . . .   2                             
DESCRIPTION OF THE PLAN . . . . . . . . . .   2                             
Purpose  . . . . . . . . . . . . . . . .   2                          

Features   . . . . . . . . . . . . . . .   3                          

Administration   . . . . . . . . . . . .   3                          
Eligibility  . . . . . . . . . . . . . .   3                          
Participation  . . . . . . . . . . . . .   4                          
Optional Cash Payments   . . . . . . . .   6                          
Purchases  . . . . . . . . . . . . . . .   7                          
Costs  . . . . . . . . . . . . . . . . .   7                          
Dividends  . . . . . . . . . . . . . . .   8                          
Reports to Participants  . . . . . . . .   8                          
Certificates for Shares  . . . . . . . .   8                          
Withdrawal from the Plan   . . . . . . .   9                          
Other Information  . . . . . . . . . . .   9                          
USE  OF  PROCEEDS . . . . . . . . . . . . .  12                             
EXPERTS . . . . . . . . . . . . . . . . . .  12                             
LEGAL  OPINIONS . . . . . . . . . . . . . .  12                             

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AVAILABLE  INFORMATION              

The Corporation is subject to the informational requirements of             
the Securities Exchange Act of 1934, as amended (the "Exchange              
Act"), and in accordance therewith files reports, proxy                     
statements and other information with the Securities and                    
Exchange Commission (the "Commission").  Reports, proxy                     
statements and other information filed by the Corporation may               
be inspected and copied at the public reference facilities                  
maintained by the Commission at 450 Fifth Street, N.W.,                     
Room 1024, Washington, D.C. 20549, and at the Commission's                  
Regional Offices located at Seven World Trade Center, Suite                 
1300, New York, New York 10048; and 500 West Madison Street,                
Suite 1400, Chicago, Illinois  60661.  Copies of such material              
can be obtained from the Public Reference Section of the                    
Commission at 450 Fifth Street, N.W., Room 1024, Washington,                
D.C. 20549 at prescribed rates.                                             

The Corporation has filed with the Securities and Exchange              
Commission a Registration Statement under the Securities Act of             
1933 with respect to the Common Shares offered pursuant to this             
Prospectus.  This Prospectus does not contain all the                       
information set forth in the Registration Statement.  For                   
further information with respect to the matters described in                
this Prospectus, reference is made to the Registration                      
Statement and to the exhibits filed with the Registration                   
Statement, which may be inspected and copied, at prescribed                 
rates, at the Public Reference Section maintained by the                    
Commission at the address set forth above.  Any person to whom              
a copy of this Prospectus is delivered, upon written or oral                
request, may obtain without charge a copy of all information                
incorporated by reference in the Registration Statement (other              
than exhibits thereto unless such exhibits are specifically                 
incorporated by reference into the information the Registration             
Statement incorporates) by contacting John Davis, Secretary,                
IWC Resources Corporation, P. O. Box 1220, Indianapolis,                    
Indiana  46206; telephone (317) 639-1501.                                   

DOCUMENTS  INCORPORATED  BY  REFERENCE              

The following documents filed by the Corporation with the               
Commission are incorporated by reference into this Prospectus:              

- The Corporation's Annual Report on Form 10-K for the year                 
ended December 31, 1993.                                                

- The Corporation's Quarterly Report on Form 10-Q for the                   
quarter ended March 31, 1994.                                           

- The definitive Proxy Statement and Prospectus of                          
Indianapolis Water Company and the Corporation dated                    
April 25, 1986, including without limitation the description            
of the Common Shares contained therein, filed pursuant to               
Rule 424(b) of the Securities Act of 1933 and Section 14 of             

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the Securities Exchange Act of 1934 in connection with the              
annual meeting of common shareholders of Indianapolis Water             
Company held on May 29, 1986.                                           

All documents filed by the Corporation pursuant to                          
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange               
Act of 1934 after the date of this Prospectus and prior to the              
termination of the offering made by this Prospectus shall be                
deemed to be incorporated by reference in this Prospectus and               
to be a part hereof from the date of filing of such documents.              
Any person to whom a copy of this Prospectus is delivered may,              
upon written or oral request, obtain without charge a copy of               
any or all of the documents referred to above which have been               
or may be incorporated in this Prospectus by reference (other               
than certain exhibits to such documents) by contacting John                 
Davis, Secretary, IWC Resources Corporation, P. O. Box 1220,                
Indianapolis, Indiana 46206; telephone (317) 639-1501.                      

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THE  CORPORATION              

The Corporation is a holding company.  The Corporation owns             
and operates seven subsidiaries, including Indianapolis Water               
Company ("IWC") and other waterworks systems, which supply                  
water for residential, commercial, and industrial uses, and for             
fire protection service in Indianapolis, Indiana, and the                   
surrounding areas.                                                          

In addition to the three water utilities, Resources has                 
several other subsidiaries including SM&P Conduit Co., Inc.                 
("SM&P").  SM&P performs underground utility locating and                   
marking services in Indiana and several other states.                       

The White River Environmental Partnership ("Partnership), of            
which the Corporation is the majority partner (52%), was formed             
during 1993.  It subsequently was awarded a five-year contract              
to operate and maintain the two Advanced Wastewater Treatment               
facilities for the City of Indianapolis.                                    

The Corporation continues to seek expansion and                         
diversification of its operations through the acquisition of                
other water utilities and other related businesses.  It is                  
expected, however, that the water utilities will continue as                
one of the principal sources of revenue for the Corporation in              
the foreseeable future.                                                     

The principal executive offices of the Corporation are                  
located at 1220 Waterway Boulevard, Indianapolis, Indiana                   
46202.  Its telephone number is (317) 639-1501.                             

DESCRIPTION  OF  THE  PLAN              

The Plan consists of the following 29 numbered questions and            
answers.  The Plan replaces the prior Dividend Reinvestment and             
Stock Purchase Plan maintained by the Corporation, and all                  
participants under the prior plan will be automatically                     
enrolled in the Plan.                                                       

Purpose                                                                     

1.   What is the purpose of the Plan?                                       

The purpose of the Plan is to provide participants with a               
convenient method of investing cash dividends and optional cash             
payments in newly issued Common Shares of the Corporation, at a             
discount from the current market price average without payment              
of any brokerage commission or service charge.  Because the                 
Common Shares will be purchased from the Corporation, the                   
Corporation will receive additional funds that will be                      
available for general corporate purposes.  The Corporation                  
believes that expenses of the Plan, including the 3% discount               
offered to participants, are less than the underwriting and                 

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other expenses that would be incurred in selling additional                 
newly issued Common Shares in other ways.                                   

Features                                                                    

2.   What are the features of the Plan?                                     

As a participant in the Plan (a) you may purchase Common                
Shares by automatically reinvesting cash dividends on all or                
less than all of the Shares registered in your name, or (b) you             
may purchase Common Shares as often as once a month by making               
optional cash payments in any amount of at least $100 ($10 in               
the case of employees) and up to a maximum of $100,000 per                  
calendar year (provided you are not a broker, nominee or                    
investment company), or (c) you may do both.  You do not pay                
any brokerage commission or service charge for your purchases               
under the Plan and purchases are made at a discount from the                
current market price average.  Full investment of funds is                  
possible under the Plan because the Plan permits fractions of               
shares, as well as full shares, to be credited to your account.             
You can avoid the inconvenience and expense of safekeeping                  
certificates for shares credited to your account under the                  
Plan.  Regular reports will be mailed to you to provide                     
simplified recordkeeping.  (See Question 17.)                               

Because optional cash purchases will be made only on                    
Investment Dates, participants will not be able to time                     
precisely the purchase of additional Common Shares and                      
therefore will be unable to control the price at which Common               
Shares will be purchased.  (See Question 12.)  Also,                        
participants in the Plan will recognize income for tax purposes             
on reinvested dividends even though they receive no cash                    
dividends.  The amount of income recognized will be based upon              
the fair market value of the Common Shares purchased, and not               
the discounted price at which the Common Shares are purchased.              
In addition, a participant may recognize income as a result of              
optional purchases of Common Shares.  (See Question 26.)                    

Administration                                                              

3.   Who administers the Plan for participants?                             

BANK ONE, INDIANAPOLIS, NA ("Agent") administers the Plan               
for participants, keeps records, sends statements of account to             
participants and performs other administrative duties relating              
to the Plan.  The Agent purchases Common Shares from the                    
Corporation as agent for participants in the Plan and credits               
the Common Shares to the accounts of the individual                         
participants.  Common Shares held for the accounts of                       
participants are registered in the name of the Agent's nominee.             
The Agent is not an affiliate of the Corporation.                           

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Eligibility                                                                 

4.   Who is eligible to participate?                                        

All holders of record of Shares and certain employees of the            
Corporation and its subsidiaries may participate in the Plan.               
Employees of the Corporation or its subsidiaries who are                    
residents of the State of Indiana or certain other states may               
make optional cash purchases through automatic payroll                      
deductions with a minimum purchase of $10 per pay period.  (See             
Question 7.)                                                                

A broker or nominee may participate in the dividend                     
reinvestment portion of the Plan on behalf of beneficial owners             
by signing and returning the Broker and Nominee Authorization               
Form ("B and N Authorization Form").  Participation by the                  
broker or nominee on behalf of a beneficial owner will be                   
optional with each cash dividend declared by the Corporation.               
The B and N Authorization Form provides that the record holder              
will provide the Agent with written instructions on an                      
appropriate form identifying one or more beneficial owners and              
specifying as to each owner the number of full shares with                  
respect to which the dividend is to be reinvested.  The Agent,              
on the Investment Date (as defined in Question 12), will                    
reinvest the dividend payable with respect to the number of                 
Shares specified in the record holder's instructions for each               
identified owner in as many full Common Shares as can be                    
purchased with such dividend at the purchase price computed in              
accordance with the Plan.  The remaining dividend, if any, will             
be paid to the record holder by check.  As soon as practicable              
following the Investment Date, the Agent will transmit to the               
record holder a listing containing the identification of each               
beneficial owner furnished by the record holder in its                      
instructions showing as to each such owner:  (a) the number of              
Shares specified for reinvestment of the dividend, (b) the                  
total dividend paid with respect to such Shares, (c) the number             
of full Common Shares purchased, (d) the total cost of the                  
Common Shares purchased, (e) the amount of the total dividend               
not reinvested, and (f) other relevant information.                         
Accompanying the listing will be a separate share certificate,              
registered in the name of the record holder, for the Common                 
Shares purchased for each beneficial owner identified on the                
listing, and one check for the aggregate amount of the dividend             
not reinvested for such owners.                                             

The B and N Authorization Form and appropriate instructions             
must be received by the Agent not later than the fifth business             
day following the record date for a dividend or no dividends                
will be reinvested based on such B and N Authorization Form.                
To obtain additional information and the necessary forms,                   
brokers and nominees may write BANK ONE, INDIANAPOLIS, NA,                  
Security Holder Services Department, IWC Resources Corporation              
Dividend Reinvestment and Share Purchase Plan, 101 Monument                 
Circle, Indianapolis, Indiana 46277; or telephone (317) 639-                

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8110.                                                                       

Brokers, nominees and investment companies are not eligible             
to participate in the optional cash purchase portion of the                 
Plan.                                                                       

Participation                                                               

5.   How do shareholders participate?                                       

A holder of record of Shares may join the Plan at any time              
by completing and signing a Shareholder Authorization Card and              
returning it to the Agent.  A Shareholder Authorization Card                
and a postage-paid return envelope may be obtained at any time              
by writing to BANK ONE, INDIANAPOLIS, NA, Security Holder                   
Services Department, IWC Resources Corporation Dividend                     
Reinvestment and Share Purchase Plan, 101 Monument Circle,                  
Indianapolis, Indiana 46277; or by calling the Agent at (317)               
639-8110.  Shareholder Authorization Cards may also be obtained             
from the Corporation.                                                       

See Question 4 for a description of how and to what extent              
beneficial owners of Shares registered in names other than                  
their own may participate.                                                  

6.   [Reserved for future additions]                                        

7.   How does an employee participate?                                      

Any employee of the Corporation or its subsidiaries who is a            
resident of the State of Indiana or certain other states may                
join the Plan at any time by completing the Payroll Deduction               
Authorization Card and returning it to the Agent or to the                  
Corporation.                                                                

The Payroll Deduction Authorization Card requires you to                
provide verification of residency and to appoint the Agent to               
purchase Common Shares on your behalf.  It also allows you to               
decide the dollar amount to be deducted from your pay each pay              
period.  These deductions will be used to purchase full and                 
fractional Common Shares as optional cash purchases under the               
Plan.  All cash dividends credited to your Plan account will be             
fully reinvested and used to purchase additional Common Shares,             
unless and until you notify the Agent otherwise.                            

Payroll Deduction Authorization Cards will be furnished to              
you at any time upon request to the Agent.  The completed card              
must be returned by the 20th day of the month in order to                   
participate on the Investment Date of the next succeeding                   
month.  Payroll deduction authorizations will be for an                     
indefinite period of time.  The employee must specify the                   
amount to be withheld each pay period.  The minimum monthly                 
deduction is $10.  Payroll deductions will be invested as of                
the next Investment Date.                                                   

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8.   What are my options under the Plan?                                    

Participants in the Plan may choose among the following                 
investment options:                                                         

-- To reinvest automatically cash dividends on all Shares               
registered in their names in Common Shares at 97% of the          
current market price average, computed as described in            
Question 13.                                                      

-- To reinvest automatically cash dividends on less than all            
of the Shares registered in their names (a specified              
number of full shares) in Common Shares at 97% of the             
current market price average and continue to receive cash         
dividends on the remaining Shares.                                

-- To invest by making optional cash payments at any time in            
amounts of at least $100 ($10 in the case of employees)           
and up to a total of $100,000 per calendar year, whether          
or not any dividends are being reinvested, in Common              
Shares at 97% of the current market price average.                

Participants may elect one of the dividend reinvestment                 
options, the optional cash purchase option, or both.  Under all             
of the options, cash dividends on Common Shares credited to                 
their accounts under the Plan are automatically reinvested in               
additional Common Shares at 97% of the current market price                 
average.  Brokers and nominees (whether acting on behalf of                 
themselves or beneficial owners) and investment companies may               
elect to participate only in one of the dividend reinvestment               
options.                                                                    

9.   When will investment of my dividends start?                            

If your Authorization Card is received by the Agent by the              
record date for determining the holders of Common Shares                    
entitled to the next dividend, reinvestment of your dividends               
will commence with the next dividend. Dividends are presently               
anticipated to be payable to holders of the Common Shares on a              
quarterly basis on the first day of January, March, June, and               
September, and the record dates for such dividend payments are              
expected to be the 10th days of December, February, May, and                
August, respectively, unless the 10th falls on a Sunday, in                 
which case the record date will be the next following business              
day or unless the 10th falls on a Saturday or some other day on             
which banking institutions in the City of Indianapolis are                  
authorized or obligated to close, in which case the record date             
will be the next preceding business day.                                    

The dividend payment dates on the Common Shares and the                 
record dates described here are the ones presently anticipated              
to be followed by the Corporation.  However, such dates are                 
subject to change.  If your Authorization Card is received                  
after the record date, reinvestment of your dividends will not              

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start until payment of the second following dividend.                       

10.  May I change options under the Plan?                                   

Yes.  You may change options at any time by completing and              
signing a new Authorization Card and returning it to the Agent.             
Authorization Cards and return envelopes may be obtained from               
the Agent.  Any change of option concerning the reinvestment of             
dividends must be received by the Agent not later than the                  
record date for a dividend (see Question 9) in order for the                
change to become effective with that dividend.  Participation               
by beneficial owners of Shares registered in names other than               
their own must be authorized as directed in Question 4 with                 
respect to each cash dividend declared by the Corporation.                  

Optional Cash Payments                                                      

11.  How does the cash payment option work?                                 

Holders of record who are not brokers, nominees or                      
investment companies, and certain employees of the Corporation              
or its subsidiaries may invest in additional Common Shares by               
making optional cash payments at any time.  Any optional cash               
payment must be at least $100 ($10 in the case of employees)                
and may not aggregate more than $100,000 in any calendar year.              
Except for employees, payments may be made at irregular                     
intervals, and the same amount of money need not be sent for                
each purchase.  Employees will have a regular amount deducted               
from their pay each pay period.  Participants in the Plan have              
no obligation to make any optional cash payments.                           

An optional cash payment may be made by enclosing a check or            
money order with the Authorization Card when enrolling, and                 
thereafter by forwarding a check or money order to the Agent                
with the payment form which is attached to each statement of                
account.  Checks and money orders should be made payable to                 
"BANK ONE, INDIANAPOLIS, NA."  Optional cash payments will not              
earn interest for the time they are held by the Agent before                
being applied to purchase Common Shares.  Employees may make                
optional cash purchases through payroll deduction.                          

Purchases                                                                   

12.  When will purchases of Common Shares be made?                          

Optional cash payments received by the Agent will be applied            
by the Agent to the purchase of additional Common Shares from               
the Corporation on the next Investment Date that is at least                
five business days following the date on which the optional                 
cash payment is received.  The "Investment Date" in each month              
is the first day of each month, unless such day falls on a                  
Saturday, Sunday or other day on which banking institutions in              
the City of Indianapolis are authorized or obligated to close,              
in which case the Investment Date is the next following                     

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business day.  In the case of optional cash payments received               
within five business days in advance of the first day of a                  
month or within five business days after the first day of such              
month, the Investment Date shall be the 15th day of such month,             
unless such day falls on a Saturday, Sunday or other day on                 
which banking institutions in the City of Indianapolis are                  
authorized or obligated to close, in which case the Investment              
Date shall be the next following business day.  All Common                  
Shares purchased with optional cash payments on an Investment               
Date in a month next preceding a month in which a dividend on               
the Common Shares is payable will be entitled to dividends                  
declared and payable in the next succeeding month, provided                 
that such Investment Date is on or before the record date for               
such dividend.                                                              

Dividends will be reinvested on each dividend payment date.             

13.  What will be the price of shares purchased under the                   
Plan?                                                                       

The price of Common Shares purchased from the Corporation               
with participants' reinvested cash dividends and optional cash              
payments will be 97% of the average of the means between the                
high and low sale prices of the Common Shares, as supplied by               
the National Association of Securities Dealers Automated                    
Quotation National Market System and reported by The Wall                   
Street Journal, for the five consecutive trading days ending on             
the Investment Date or, if the securities markets are closed on             
the Investment Date, the period of five consecutive trading                 
days immediately preceding the Investment Date.  If there are               
no reported sale prices for the Common Shares during any                    
trading day in the five-day period, or if publication by The                
Wall Street Journal of reports of such prices for any trading               
day in the five-day period does not take place or is subject to             
reporting error, the purchase price will be determined by the               
Corporation on the basis of such market quotations as the                   
Corporation and the Agent deem appropriate.                                 

14.  How will the number of shares purchased for me be                      
determined?                                                                 

The number of Common Shares that will be purchased for you              
on any Investment Date will depend on the amount of the                     
dividend on your Shares (if the Investment Date is a dividend               
payment date), the amount of any optional cash payments, and                
the applicable purchase price of the Common Shares.  Your                   
account will be credited with the number of Common Shares                   
(including fractions computed to four decimal places) that                  
results from dividing the amount of dividends or optional                   
payments to be invested by the applicable purchase price (also              
computed to four decimal places).  See Question 4 for an                    
explanation regarding the purchase of Common Shares on behalf               
of beneficial owners of Shares registered in names other than               
their own.                                                                  

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Costs                                                                       

15.  Are there any costs to me for my purchases under the                   
Plan?                                                                       

No.  There are no brokerage fees for purchases.  Common                 
Shares are purchased directly from the Corporation.  All costs              
of administration of the Plan will be paid by the Corporation.              
However, if you request the Agent to sell your Common Shares,               
the Agent will deduct any brokerage commission and transfer tax             
or other charge incurred.  (See Question 21.)                               

Dividends                                                                   

16.  Will dividends be paid on shares held in my Plan account?              

Yes.  Cash dividends on full shares and any fraction of a               
share credited to your account are automatically reinvested in              
additional Common Shares and credited to your account.                      

Reports to Participants                                                     

17.  What kind of reports will be sent to me?                               

Except for employees who purchase Common Shares through                 
payroll deduction, and assuming that you are a holder of record             
of Shares, following each purchase of Common Shares for your                
account, the Agent will mail to you a statement showing amounts             
invested, purchase prices, the number of Common Shares                      
purchased and other relevant information.  Employees who                    
purchase Common Shares through payroll deduction will receive               
quarterly statements of such purchases made during the quarter.             
These statements are your record of the costs of your purchases             
and should be retained for income tax and other purposes.  In               
addition, you will receive copies of the same communications                
sent to all other holders of record of Common Shares, including             
the Corporation's quarterly reports and annual report to                    
shareholders, a notice of the annual meeting and proxy                      
statement and dividend information required by the Internal                 
Revenue Service to be furnished by the Corporation and the                  
Agent.                                                                      

Certificates for Shares                                                     

18.  Will I receive certificates for Common Shares purchased                
under the Plan?                                                             

Common Shares purchased by the Agent for your account will              
be registered in the name of the Agent's nominee and                        
certificates for such shares will not be issued to you until                
requested.  The total number of shares credited to your account             
will be shown on each statement of account.  This custodial                 

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service protects you against the risk of loss, theft or                     
destruction of stock certificates.                                          

Certificates for any number of whole shares credited to your            
account will be issued to you at any time upon written request              
to the Agent.  Any remaining full shares and any fraction of a              
share will continue to be credited to your account.                         
Certificates for fractions of shares will not be issued.                    

19.  May shares in my Plan account be pledged?                              

No.  If you wish to pledge shares credited to your Plan                 
account, you must request certificates for such shares to be                
pledged.                                                                    

20.  In whose name will certificates be registered when                     
issued?                                                                     

When issued, certificates for shares will be registered in              
the name in which your Plan account is maintained.  For                     
shareholders, this generally will be the name or names in which             
your certificates are registered at the time you enroll in the              
Plan.                                                                       

Withdrawal from the Plan                                                    

21.  How do I withdraw from the Plan?                                       

You may withdraw from the Plan at any time with respect to              
all or part of your Shares by sending a written notice stating              
that you wish to withdraw to BANK ONE, INDIANAPOLIS, NA,                    
Security Holder Services Department, IWC Resources Corporation              
Dividend Reinvestment and Share Purchase Plan, 101 Monument                 
Circle, Indianapolis, Indiana 46277.  When you withdraw from                
the Plan, or upon termination of the Plan by the Corporation,               
certificates for whole shares credited to your account under                
the Plan will be issued to you and you will receive a cash                  
payment for any fraction of a share.  (See Question 22.)                    

Upon withdrawal from the Plan, you may also request that all            
or part of the shares, both whole and fractional, credited to               
your account be sold by the Agent.  If such sale is requested,              
the sale will be made for your account by the Agent as promptly             
as possible after the processing of the request for withdrawal.             
You will receive from the Agent a check for the proceeds of the             
sale less any brokerage commission, if the services of a broker             
are used, and any transfer tax or other charges incurred.                   

22.  What happens to my fractional share when I withdraw from               
the Plan?                                                                   

When you withdraw from the Plan, a cash adjustment                      
representing any fraction of a share then credited to your                  
account will be mailed directly to you.  The cash payment will              

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be handled as described in the second paragraph of Question 21              
above.  In order to effect the sale of a fraction of a share                
credited to your account, it may be necessary for the Agent to              
combine the sale of your fractional share interest with the                 
sales of fractional share interests of other withdrawing                    
participants so that whole shares may be sold.                              

Other Information                                                           

23.  What happens if I sell or transfer all of the Shares                   
registered in my name?                                                      

If you dispose of all Shares registered in your name, the               
dividends on the shares credited to your Plan account will                  
continue to be reinvested until you notify the Agent that you               
wish to withdraw from the Plan.                                             

24.  What happens if the Corporation issues a stock dividend,               
declares a stock split or has a rights offering?                  

Any stock dividend or split shares distributed by the                   
Corporation on shares credited to your Plan account will be                 
added to your account.  Stock dividends or split shares                     
distributed on shares registered in your name but not credited              
to your Plan account will be mailed directly to you in the same             
manner as to shareholders who are not participating in the                  
Plan.                                                                       

In a regular rights offering you will receive rights based              
upon the total number of whole shares that you own; that is,                
the total number of shares registered in your name and the                  
total number of whole shares held in your Plan account.                     

25.  Can I vote shares in my Plan account at meetings of                    
shareholders?                                                               

Yes.  You will receive a proxy for the total number of whole            
Shares held - both the Shares registered in your name and those             
credited to your Plan account.  The total number of whole                   
Shares held may also be voted in person at a meeting.                       
Fractional shares held in Plan accounts may not be voted.                   

26.  What are the Federal income tax consequences of                        
participation in the Plan?                                                  

Dividends that are reinvested in additional Common Shares               
will be treated for Federal income tax purposes as having been              
received in the form of a taxable stock distribution, rather                
than as a cash dividend.  An amount equal to the fair market                
value on the Investment Date of shares acquired with reinvested             
dividends will be treated as a taxable dividend.  This fair                 
market value will be the average of the high and low sale                   
prices for the shares on the Investment Date, and not the                   
discounted price at which such shares are purchased for a                   

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shareholder's Plan account.  A statement mailed to shareholders             
at year end will indicate total dividend income.                            

The tax consequences of the optional purchase of shares                 
pursuant to the Plan are not entirely clear.  A person that                 
purchases Common Shares in his capacity as a shareholder of the             
Corporation will recognize dividend income in an amount equal               
to the difference between the fair market value of the Common               
Shares purchased on the Investment Date and the purchase price              
for those Common Shares.  An individual that purchases Common               
Shares in his capacity as an employee of the Corporation or any             
of its subsidiaries will recognize additional compensation in               
an amount equal to the difference between the fair market value             
of the Common Shares purchased on the Investment Date and the               
purchase price of those Common Shares.  This income will be                 
subject to employment taxes which will be withheld from the                 
employee's wages.                                                           

There is no authority or guidance from the IRS on the tax               
consequences to a person who is eligible to purchase Common                 
Shares pursuant to the Plan in more than one capacity.  For                 
example, it is unclear whether an individual who purchases                  
Common Shares pursuant to the Plan who is both a shareholder of             
the Corporation and an employee of IWC should be treated as                 
purchasing those Common Shares as a shareholder or as an                    
employee.  The Corporation intends to allow persons to                      
designate the capacity in which they are purchasing Common                  
Shares and to determine the tax consequences of the purchase                
based on a valid designation by the purchaser.  However, there              
can be no assurance that the IRS could not successfully                     
challenge such designation.                                                 

The Corporation must withhold 31% of all dividend payments,             
unless an exemption applies, to participants who have not                   
furnished the Corporation with their taxpayer identification                
numbers in the manner required.  Backup withholding is also                 
required in certain other limited circumstances.  Any such tax              
withheld will be treated as a credit against the participant's              
Federal income tax liability.  Pursuant to applicable Treasury              
Regulations, the Corporation expects to satisfy this                        
requirement, when necessary, by withholding an amount equal to              
31% of the cash dividend otherwise payable to such participant,             
and using the remainder to purchase Common Shares, as described             
above.  In such case, the participant will be considered to                 
receive a taxable dividend equal to the sum of (a) the "fair                
market value" of such purchased Common Shares, plus (b) the                 
amount of tax withheld.                                                     

The tax basis of shares acquired under the Plan by                      
reinvestment of dividends will be equal to the fair market                  
value of the shares on the Investment Date.  The tax basis of               
shares purchased with an optional cash payment will be the                  
amount of such optional cash payment plus the amount of income,             
if any, recognized as a result of such purchase.                            

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The holding period of Common Shares acquired under the Plan,            
whether purchased with dividends or optional cash payments,                 
will begin on the day following the date as of which the shares             
were purchased for a shareholder's account.                                 

A shareholder who participates in the Plan will not realize             
any taxable income when he receives certificates for whole                  
shares credited to his account, either upon request for such                
certificates or upon withdrawal from, or termination of, the                
Plan.  However, shareholders will recognize gain or loss when               
whole shares acquired under the Plan are sold or exchanged -                
either by the Agent at the shareholder's request when the                   
shareholder withdraws from the Plan or by the shareholder after             
withdrawal from, or termination of, the Plan.  Shareholders                 
also will recognize gain or loss upon receipt of a cash payment             
for a fractional share credited to a shareholder's account upon             
withdrawal from, or termination of, the Plan.  The amount of                
such gain or loss will be the difference between the amount                 
received by the shareholder for such fractional share and the               
tax basis thereof.  For most participants, such gain or loss                
will be capital gain or loss.  Backup withholding of 31% is                 
applicable upon the sale of shares by the Agent on behalf of a              
participant or the payment of cash for fractional shares under              
the circumstances described above for withholding on reinvested             
dividends.                                                                  

The above provisions are subject to changes as may from time            
to time be required due to changes in applicable federal, state             
or local tax laws and regulations.                                          

Participants should consult their own tax advisors                      
concerning the tax consequences of their participation in the               
Plan, including the effects of state, local and foreign taxes.              

27.  How are income tax withholding provisions applied to                   
foreign participants?                                                       

In the case of foreign participants who elect to have                   
dividends on their Shares reinvested and whose dividends are                
subject to United States income tax withholding, an amount                  
equal to the dividends payable to such participants, less the               
amount of tax required to be withheld, will be applied by the               
Agent to the purchase of Common Shares.                                     

Optional cash payments received from foreign participants               
must be in United States dollars.                                           

28.  What is the responsibility of the Corporation and the                  
Agent under the Plan?                                                       

The Agent has not participated in the preparation of this               
Prospectus and assumes no responsibility for its contents.                  
Neither the Corporation nor the Agent, in administering the                 
Plan, will accept liability for any act done in good faith or               

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for any good faith omission to act, including without                       
limitation, any claim of liability arising out of failure to                
terminate a participant's account upon such participant's death             
prior to receipt of notice in writing of such death.  It is the             
position of the Securities and Exchange Commission that the                 
waiver of federal securities law liabilities is void as a                   
matter of public policy.  Neither the Corporation nor the Agent             
can assure you of a profit or protect you against a loss on                 
shares purchased under the Plan.                                            

29.  May the Plan be changed or discontinued?                               

The Corporation reserves the right to modify, suspend or                
terminate the Plan at any time.  All participants will receive              
notice of any such action.  Any such modification, suspension               
or termination will not, of course, affect previously executed              
transactions.  The Corporation also reserves the right to                   
adopt, and from time to time to change, such administrative                 
rules and regulations (not inconsistent in substance with the               
basic provisions of the Plan then in effect) as it deems                    
desirable or appropriate for the administration of the Plan.                
The Agent reserves the right to resign at any time upon                     
reasonable written notice to the Corporation.                               

USE  OF  PROCEEDS             

The Corporation has no basis for estimating precisely the               
number of Common Shares that ultimately may be sold pursuant to             
the Plan or the prices at which such shares will be sold.  The              
Corporation proposes to use the net proceeds from the sale of               
Common Shares pursuant to the Plan, when and as received, for               
retirement of debt, working capital, repurchase of shares, or               
other general corporate purposes.                                           

EXPERTS             

The consolidated balance sheets of the Corporation and                  
subsidiaries as of December 31, 1993 and 1992 and the related               
consolidated statements of earnings, shareholders' equity and               
cash flows for each of the years in the three-year period ended             
December 31, 1993, which financial statements appear in the                 
1993 Annual Report to shareholders, have been incorporated by               
reference in the Corporation's annual report on Form 10-K for               
the year ended December 31, 1993, and have been incorporated by             
reference herein as indicated under "Documents Incorporated by              
Reference" in reliance upon the report of KPMG Peat Marwick,                
independent certified public accountants, incorporated by                   
reference herein, and upon the authority of said firm as                    
experts in accounting and auditing.  The report of KPMG Peat                
Marwick covering the financial statements for the three-year                
period ended December 31, 1993, refers to a change in the                   
method of revenue recognition in 1991 and changes in the method             

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of accounting for income taxes and post-retirement benefits                 
other than pensions in 1993.                                                

LEGAL  OPINIONS             

Certain legal matters with respect to the Plan and in                   
connection with the issuance of the Common Shares pursuant                  
thereto have been passed upon for the Corporation by its                    
counsel, Baker & Daniels, 300 North Meridian Street,                        
Indianapolis, Indiana 46204.  Fred E. Schlegel, a partner in                
the firm of Baker & Daniels, is a director of the Corporation               
and IWC.                                                                    

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II. INFORMATION NOT REQUIRED IN PROSPECTUS              

Item 14.  Other Expenses of Issuance and Distribution.                      

The expenses of issuance and distribution which are to be               
paid by the Corporation are estimated as follows:                           

Item                          Amount        

Securities and Exchange Commission                                    
Registration Fee  . . . . . . . . . . . . . . $3,385            
Blue Sky Fees and Expenses   . . . . . . . . . . 10,000               
Legal Fees and Expenses  . . . . . . . . . . . . 10,000               
Accounting Fees and Expenses   . . . . . . . . .  2,500               
Printing and Engraving Expenses  . . . . . . . . 10,000               
Miscellaneous Expenses   . . . . . . . . . . . .  1,000               
Total Expenses  . . . . . . . . . . . . . . 36,885          

Item 15. Indemnification of Directors and Officers.                         

Reference is made to Article VII, Section 7.8 of the                
Corporation's Articles of Incorporation incorporated by                     
reference as Exhibit 3 hereto which contain certain                         
indemnification provisions pursuant to authority contained in               
the Indiana Business Corporation Law.                                       

Item 16.  Exhibits.                                                         

The list of exhibits is incorporated herein by reference to         
the Index to Exhibits on page S-5.                                          

Item 17.  Undertakings.                                                     

The undersigned registrant hereby undertakes:                       

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

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

(b)  to reflect in the prospectus any facts or events             
arising after the effective date of the registration                  
statement (or the most recent post-effective amendment                
thereto) which, individually or in the aggregate,                     
represent a fundamental change in the information set                 
forth in the registration statement; and                              

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

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provided, however that paragraphs (1)(a) and (1)(b) do not                  
apply if the information required to be included in a post-                 
effective amendment by those paragraphs is contained in                     
periodic reports filed by the Registrant pursuant to Section 13             
or Section 15(d) of the Securities Exchange Act of 1934 that                
are incorporated by reference in the registration statement;                

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

(3)  to remove from registration by means of a post-                  
effective amendment any of the securities being registered                  
which remain unsold at the termination of the offering; and                 

(4)  that, for purposes of determining any liability under            
the Securities Act of 1933, each filing of the Registrant's                 
annual report pursuant to Section 13(a) or Section 15(d) of the             
Securities Exchange Act of 1934 that is incorporated by                     
reference in this registration statement shall be deemed to be              
a new registration statement relating to the securities offered             
herein, and the offering of such securities at that time shall              
be deemed to be the initial bona fide offering thereof.                     

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                   
provisions described in Item 15, 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 Securities Act of 1933 and will be governed by the final                
adjudication of such issue.                                                 

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SIGNATURES              

Pursuant to the requirements of the Securities Act of 1933,           
the registrant certifies that it has reasonable grounds to                  
believe that it meets all of the requirements for filing on                 
Form S-3 and has duly caused this Registration Statement to be              
signed on its behalf by the undersigned, thereunto duly                     
authorized, in the City of Indianapolis, State of Indiana on                
the 29th day of August, 1994.                                               

     IWC RESOURCES CORPORATION

       By       /s/ J.A. Rosenfeld
J.A. Rosenfeld  
            Executive Vice President and
Treasurer     

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

Signature          Title               Date   

/s/ James T. Morris*     Chairman of the Board,                         
James T. Morris              President, Chief Executive                     
                 Officer and DirectorAugust 29, 1994

/s/ J.A. Rosenfeld      Executive Vice President                      
J.A. Rosenfeld               and Treasurer (Principal                       
               Financial Officer)August 29, 1994

/s/ James P. Lathrop*     Controller (Principal                           
James P. Lathrop             Accounting Officer)                            
of the Corporation
and Assistant     
               Treasurer of IWC  August 29, 1994

             Director          ___________, 1994
Joseph D. Barnette, Jr.                                                     

/s/ Thomas W. Binford*    Director            August 29, 1994             
Thomas W. Binford                                                           

/s/ Joseph R. Broyles*    Director            August 29, 1994             
Joseph R. Broyles                                                           

             Director          ___________, 1994
Murvin S. Enders                                                            

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/s/ Otto N. Frenzel III*   Director            August 29, 1994              
Otto N. Frenzel III                                                         

/s/ Elizabeth Grube*     Director            August 29, 1994            
Elizabeth Grube                                                             

/s/ J.B. King*        Director            August 29, 1994         
J.B. King                                                                   

/s/ Robert B. McConnell*   Chairman of the Executive                        
Robert B. McConnell        Committee of the Corporation                     
              and IWC, and DirectorAugust 29, 1994

             Director           __________, 1994
J. George Mikelsons                                                         

/s/ Thomas M. Miller*     Director            August 29, 1994             
Thomas M. Miller                                                            

/s/ Jack E. Reich*      Director            August 29, 1994           
Jack E. Reich                                                               

/s/ Fred E. Schlegel*     Director            August 29, 1994             
Fred E. Schlegel                                                            

             Director           __________, 1994
Robert A. Borns                                                             

*By                                                                         
J.A. Rosenfeld                                                    
Attorney-in-fact                                                    

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INDEX TO EXHIBITS             

Exhibit                                                                   
No.                    Exhibit                                      

3     Restated Articles of Incorporation of the Corporation,            
as amended, are incorporated by reference to                
Exhibit 3A-1 to the Corporation's Annual Report on Form     
10-K for the fiscal year ended December 31, 1993.           

5     *Opinion of Baker & Daniels, counsel for the                      
Corporation as to the legality of the Common Shares.        

23(a)   Consent of KPMG Peat Marwick.                                       

23(b)   Consent of Baker & Daniels (contained in Exhibit 5                  
above).                                                     

24    Power of Attorney (included on page S-3).                         

____________                                                                
*Filed with this amendment.                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3D/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/30/94
		8/29/94		1		26
		7/11/94		2
		3/31/94		7					10-Q
		12/31/93		7		27			10-K,  11-K,  11-K/A
		12/31/92		21
									List all Filings