8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 30, 2004


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


  Commission.    Registrant, State of Incorporation,         I.R.S Employer
    File No         Address, and Telephone Number          Identification No.
  -----------    -----------------------------------       ------------------
    1-15467              Vectren Corporation                   35-2086905
                       (An Indiana Corporation)
                        20 N.W. Fourth Street,
                      Evansville, Indiana 47708
                           (812) 491-4000

    1-16739         Vectren Utility Holdings, Inc.             35-2104850
                       (An Indiana Corporation)
                        20 N.W. Fourth Street,
                      Evansville, Indiana 47708
                           (812) 491-4000



            Former name or address, if changed since last report: N/A






Item 9.  Regulation FD Disclosure

Vectren Corporation (the Company), an energy holding and applied technology
company, announced that the Indiana Utility Regulatory Commission (IURC)
approved a $5.7 million base rate increase for the natural gas operations of its
wholly owned utility subsidiary Southern Indiana Gas and Electric Company which
does business as Vectren Energy Delivery of Indiana - South. A copy of the press
release is furnished as Exhibit 99-1 to this Current Report.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby furnishing 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.
These cautionary statements are attached as Exhibit 99-2.









                                   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
                               VECTREN UTILITY HOLDINGS, INC.

June 30, 2004


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







                                INDEX TO EXHIBITS

The following Exhibits are furnished as part of this Report to the extent
described in Item 9:



 Exhibit
 Number          Description

  99-1           Press Release - Vectren South Gas Rate Order Approved

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

EX-99.1 PRESS RELEAS

                                                                         EX 99-1



FOR IMMEDIATE RELEASE
June 30, 2004

Contact:  Media - Mike Roeder, (812) 491-4143 or mroeder@vectren.com
Investor Relations - Steve Schein, 812-491-4209 or sschein@vectren.com

                      Vectren South Gas Rate Order Approved

Evansville, Ind. -- Vectren Corporation (NYSE: VVC), announced that the Indiana
Utility Regulatory Commission (IURC) today approved a $5.7 million base rate
increase for its utility subsidiary, Vectren Energy Delivery of Indiana - South
(Vectren South). The approved rate increase is the company's first base rate
increase since 1996 and helps the company cover the costs of operating and
maintaining its 3,000-mile natural gas distribution and storage system. Vectren
South serves more than 110,000 natural gas customers in a nine-county region in
southwestern Indiana.

Vectren South filed a petition with the IURC on March 12, 2004, which indicated
the company had reached an agreement in principle with the Indiana Office of
Utility Consumer Counselor (OUCC) regarding a proposed increase in base rates.
The IURC order approved the settlement agreement, and authorizes a return of
approximately 7.4% on an original cost rate base of $112,788,000, including a
10.5% return on equity. The rates are designed to produce additional revenues of
$5.7 million, representing an overall revenue increase of about 5% among all
rate classes. The rates for residential customers include a larger monthly
service charge intended to reduce the impact of weather on customers' bills and
the volatility of the Company's revenue recovery. The base rate change will be
reflected in customers' bills after July 1.

The order also permits Vectren South to recover the on-going costs associated
with Vectren South's compliance with the federal Pipeline Safety Improvement Act
of 2002. Implementation of the Safety Act will include additional patrols,
leakage surveys and direct observation of approximately 90 miles of Vectren
South's transmission pipeline system. The Pipeline Safety Improvement Tracker
provides for the recovery of up to $750,000 the first year and $500,000
thereafter, subject to OUCC review and IURC approval that the costs are
prudently incurred.

The rate order only addresses "non-gas" costs, including the costs of
constructing, operating and maintaining the company's natural gas system. These
costs generally range from 25 percent to 30 percent of a customer's total bill.
This amount would not include any changes that may occur in the Gas Cost
Adjustment (GCA), which primarily reflects the commodity cost of gas purchased
from its suppliers as well as interstate pipeline and storage costs. Changes in
the commodity cost of gas are driven by national gas market prices. These
commodity gas costs are reviewed quarterly by the OUCC and the IURC and are
passed through the GCA dollar-for-dollar and contain no mark-up or profit by
Vectren.

About Vectren

Vectren Corporation is an energy and applied technology holding company
headquartered in Evansville, Indiana. Vectren's regulated energy delivery
subsidiaries provide gas and/or electricity to nearly 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 midwest
and southeast. These include gas marketing and related services; coal production
and sales; utility infrastructure services; and broadband communication
services. To learn more about Vectren, visit www.vectren.com.

Safe Harbor for Forward Looking Statements

This document contains forward-looking statements, which are based on
management's beliefs and assumptions that derive from information currently
known by management. Vectren wishes to caution readers that actual results could
differ materially from those contained in this document. Additional detailed
information concerning a number of factors that could cause actual results to
differ materially from the information that is provided to you is readily
available in our report on Form 10-K filed with the Securities and Exchange
Commission on February 26, 2004.

EX-99.2 SAFE HARBOR

                                                                         EX 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 periodic filings made with Commission by
     Vectren Corporation and its subsidiaries, Vectren Utility Holdings, Inc.,
     Indiana Gas Company, Inc., and Southern Indiana Gas and Electric Company.
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.