8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT
                       Pursuant to Section 13 of 15(d) of
                       The Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) August 28, 2003


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


        Indiana                    1-15467             35-2086905
        -------                    -------             ----------
(State of Incorporation)(Commission File Number)(I.R.S. Employer Identification)

        20 N.W. Fourth Street, Evansville, Indiana       47708
        ------------------------------------------       -----
         (Address of principal executive offices)     (Zip Code)



        Registrant's telephone number, including area code (812) 491-4000


                                       N/A
              (Former name or address, if changed since last report.)




Item 5.  Other Events and Regulation FD Disclosure

The following information is filed to the SEC under Item 5.

On August 28, 2003, Vectren Corporation (the Company) issued a press release
announcing that $163.2 million of net proceeds had been generated from the sale
of 7,441,400 shares of common stock. The press release is attached to this
filing as exhibit 99-1.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing cautionary
statements identifying important factors that could cause actual results of the
Company and its subsidiaries, including Vectren Utility Holdings, Inc., Indiana
Gas Company, Inc. and Southern Indiana Gas and Electric Company, to differ
materially from those projected in forward-looking statements of the Company and
its subsidiaries made by, or on behalf of, the Company and its subsidiaries.

Item 7.  Exhibits

99-1   Vectren Corporation Completes Equity Offering

99-2   Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
       Private Securities Litigation Reform Act of 1995


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                               VECTREN CORPORATION
     August 29, 2003


                                                  By:  /s/ M. Susan Hardwick
                                                 ---------------------------
                                                  M. Susan Hardwick
                                                  Vice President and Controller

EX-99

                                                                    EXHIBIT 99-1

                                                             Vectren Corporation

                                                                    P.O. Box 209

                                                       Evansville, IN 47702-0209

August 28, 2003

FOR IMMEDIATE RELEASE



                  Vectren Corporation Completes Equity Offering


Evansville, Indiana - Vectren Corporation (NYSE:VVC) announced that it has
generated net proceeds of approximately $163.2 million from the sale of
7,441,400 shares of common stock.

Included in this total are 6.5 million shares of Vectren stock that were sold
through the public offering that priced at $22.81 and closed on August 13, 2003.
Also included in the total are 941,400 shares of Vectren common stock sold in
connection with the exercise of an overallotment option granted to the
underwriters of the public offering.

Goldman, Sachs and Co. served as sole book runner and lead manager for the
offering. Credit Suisse First Boston, Merrill Lynch and Co., A.G. Edwards &
Sons, Inc. and Edward D. Jones & Co., L.P. served as co-managers. A copy of the
final prospectus relating to the offering may be obtained from Goldman, Sachs &
Co., 1 New York Plaza, New York, NY 10004 and is available on the Internet at
www.sec.gov.


This press release shall not constitute an offer to sell or a solicitation of an
offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.

About Vectren

Vectren Corporation is an energy and applied technology holding company
headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries
provide gas and/or electricity to over one million customers in adjoining
service territories that cover nearly two-thirds of Indiana and west central
Ohio. Vectren's non-regulated subsidiaries and affiliates currently offer
energy-related products and services to customers throughout the surrounding
region. These services include energy marketing; coal mining; utility
infrastructure services; and broadband communication services. To learn more
about Vectren, visit www.vectren.com.


Investor Contact   Steven M. Schein, (812) 491-4209, sschein@vectren.com
Media Contact Jeffrey W. Whiteside, (812) 491-4205, jwhiteside@vectren.com

EX-99

                                                                    EXHIBIT 99-2

Cautionary Statement for Purposes of the "Safe Harbor"

Provisions of the Private Securities Litigation Reform Act of 1995.

A "safe harbor" for forward-looking statements is provided by the Private
Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of
1995 was adopted to encourage such forward-looking statements without the threat
of litigation, provided those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Forward-looking statements have been and will be
made in written documents and oral presentations of Vectren Corporation and its
subsidiaries. Such statements are based on management's beliefs, as well as
assumptions made by and information currently available to management. When used
in Vectren Corporation and its subsidiaries' documents or oral presentations,
the words "believe," "anticipate," "endeavor," "estimate," "expect,"
"objective," "projection," "forecast," "goal," and similar expressions are
intended to identify forward-looking statements. In addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause Vectren Corporation and its
subsidiaries' actual results to differ materially from those contemplated in any
forward-looking statements included, among others, the following:

o    Factors affecting utility operations such as unusual weather conditions;
     catastrophic weather-related damage; unusual maintenance or repairs;
     unanticipated changes to fossil fuel costs; unanticipated changes to gas
     supply costs, or availability due to higher demand, shortages,
     transportation problems or other developments; environmental or pipeline
     incidents; transmission or distribution incidents; unanticipated changes to
     electric energy supply costs, or availability due to demand, shortages,
     transmission problems or other developments; or electric transmission or
     gas pipeline system constraints.

o    Increased competition in the energy environment including effects of
     industry restructuring and unbundling.

o    Regulatory factors such as unanticipated changes in rate-setting policies
     or procedures, recovery of investments and costs made under traditional
     regulation, and the frequency and timing of rate increases.

o    Financial or regulatory accounting principles or policies imposed by the
     Financial Accounting Standards Board; the Securities and Exchange
     Commission; the Federal Energy Regulatory Commission; state public utility
     commissions; state entities which regulate electric and natural gas
     transmission and distribution, natural gas gathering and processing,
     electric power supply; and similar entities with regulatory oversight.

o    Economic conditions including the effects of an economic downturn,
     inflation rates, and monetary fluctuations.

o    Changing market conditions and a variety of other factors associated with
     physical energy and financial trading activities including, but not limited
     to, price, basis, credit, liquidity, volatility, capacity, interest rate,
     and warranty risks.

o    The performance of projects undertaken by the Company's nonregulated
     businesses and the success of efforts to invest in and develop new
     opportunities, including but not limited to, the realization of Section 29
     income tax credits and the Company's coal mining, gas marketing, and
     broadband strategies.

o    Direct or indirect effects on our business, financial condition or
     liquidity resulting from a change in our credit rating, changes in interest
     rates, and/or changes in market perceptions of the utility industry and
     other energy-related industries.

o    Employee workforce factors including changes in key executives, collective
     bargaining agreements with union employees, or work stoppages.

o    Legal and regulatory delays and other obstacles associated with mergers,
     acquisitions, and investments in joint ventures.

o    Costs and other effects of legal and administrative proceedings,
     settlements, investigations, claims, and other matters, including, but not
     limited to, those described in Management's Discussion and Analysis of
     Results of Operations and Financial Condition.

o    Changes in federal, state or local legislature requirements, such as
     changes in tax laws or rates, environmental laws and regulations.

Vectren Corporation and its subsidiaries undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of changes
in actual results, changes in assumptions, other factors affecting such
statements.