8-K

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                       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) October 12, 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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
     Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))







Item 7.01.  Regulation FD Disclosure

Vectren Corporation (the Company), an energy holding and applied technology
company, announced it has entered into a settlement with several parties,
including the Indiana Office of Utility Consumer Counselor, the Indiana Gas
Industrial Group, and the Citizens Action Coalition of Indiana, Inc., regarding
proposed changes to gas distribution base rates and charges for its wholly owned
subsidiary, Indiana Gas Company, Inc which does business as Vectren Energy
Delivery of Indiana, Inc. - North. The settlement agreement has been filed with
the Indiana Utility Regulatory Commission. 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.

October 12, 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 7.01:



 Exhibit
 Number       Description


 99-1         Press Release - Settlement Reached on Vectren North Natural Gas
              Base Rate Increase

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

EX-99.1

                                                                         EX 99-1



Vectren Corporation
P.O. Box 209
Evansville, IN  47702-0209

FOR IMMEDIATE RELEASE
October 12, 2004

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

OUCC Contact: Anthony Swinger, (317) 233-2747 or aswinger@oucc.IN.gov
CAC Contact: Jerry Polk, (317) 636-5165 or jpolk@mullettlaw.com
Industrial Group Contact:Jack Wickes,(317) 639-1210 or jwickes@lewis-kappes.com

       Settlement Reached on Vectren North Natural Gas Base Rate Increase
Indianapolis, Ind. -- Vectren Corporation (NYSE: VVC), announced today that its
utility subsidiary, Vectren Energy Delivery of Indiana - North (Vectren North),
has entered into a settlement agreement with several parties, including the
Indiana Office of Utility Consumer Counselor (OUCC), the Indiana Gas Industrial
Group and the Citizens Action Coalition of Indiana, Inc. (CAC), regarding the
proposed changes to the base rates and charges for Vectren North's gas
distribution business in 49 central and southeastern Indiana counties. The
settlement agreement was filed today with the Indiana Utility Regulatory
Commission (IURC) and completes a collaborative effort between Vectren North and
other interested parties to the proceeding resolving issues presented by the
case. The IURC will now review the settlement and must approve the terms before
it becomes final.

The settlement agreement provides for a $24 million increase in Vectren North's
base distribution rates to cover the ongoing cost of operating, maintaining and
expanding the approximately 12,000-mile distribution and storage system used to
serve more than 525,000 customers. If approved by the IURC, the settlement will
result in an approximate 3.5 percent increase in the total average bill for
residential customers who heat their homes with natural gas.

The settlement also permits Vectren North to recover the on-going costs
associated with the federal Pipeline Safety Improvement Act of 2002. The
Pipeline Safety Improvement Tracker provides for the recovery of incremental
non-capital dollars, capped at $2.5 million per year. Costs in excess of the
annual cap amounts are deferred for future recovery.

The proceeding was initiated by Vectren North on March 19, 2004. Vectren North
originally requested an increase of approximately $47 million, which would have
increased an average residential consumer's monthly bill by about 7 percent. The
request to adjust base rates was the first by Vectren North since 1991. Over the
past 13 years, investments made to serve Vectren North customers have exceeded
$270 million, and the amounts paid for taxes, health care, labor and other
operating costs have increased as well. Terms of the settlement agreement
include:
o   a rate increase of $24 million;

o   a tracker to recover annual pipeline integrity compliance costs up to $2.5
    million;

o   an authorized return on equity (ROE) of 10.6 percent;

o   an overall cost of capital of 8.38 percent;

o   a return on a $708 million rate base;

o   a new rate design that includes a larger service charge, which is intended
    to address to some extent earnings volatility related to weather;

o   a demand side management pilot program and market study to determine
    potential benefits associated with gas demand side management programs;and

o   a statement by the parties urging the IURC for prompt approval in this
    proceeding.

"We have worked cooperatively with all the parties to craft a balanced
settlement," said Vectren Chairman, CEO and President Niel C. Ellerbrook. "In
order to attract new capital for future infrastructure improvements, it is
critical for us to begin earning on the more than $270 million invested since
the last rate case. This is a reasonable and fair outcome that will allow us to
continue serving our customers with safe and reliable energy." "By cutting
Vectren's requested increase in half, consumers' rates will be kept as low as
reasonably possible, while providing the utility with the revenue it is allowed
by law to ensure safe, reliable service for all of its customers," said Indiana
Utility Consumer Counselor Anne E. Becker.

"The settlement also takes a major step toward a sustainable energy policy in
Indiana," said Grant Smith, Executive Director of the Citizens Action Coalition
of Indiana. According to Smith, "If approved, the settlement will result in new
programs to help customers reduce their bills through investments in efficiency
and creates an innovative and collaborative framework for including gas
efficiency programs in utility long-term planning."

The settlement agreement addresses Vectren North's "non-gas" costs only. These
costs represent between 25 and 30 cents of every dollar paid by customers for
their gas service. These "non-gas" costs are incurred to build, operate and
maintain the pipes, other equipment and systems that are used to deliver gas
across Vectren North's system to its customers. The remaining 70 to 75 cents of
each dollar represent the cost of the gas used by customers. That gas is
purchased on the competitive wholesale market by Vectren North on behalf of its
customers, and its actions are subject to quarterly regulatory scrutiny under
the state's Gas Cost Adjustment (GCA) procedures to ensure its purchasing
actions are reasonable. Vectren North utilizes a portfolio approach to purchase
gas to reduce price volatility. Under Indiana regulation, Vectren North and
other Indiana natural gas utilities are not allowed to make a profit on the cost
of gas.

Vectren North (formerly known as Indiana Gas Co.)serves all or a portion of
Adams, Allen, Bartholomew, Blackford, Boone, Clark, Clay, Clinton, Daviess,
Decatur, Delaware, Fayette, Floyd, Fountain, Grant,Greene, Hamilton, Hancock,
Hendricks, Henry, Huntington, Jackson, Jay,Jefferson, Johnson, Lawrence,
Madison, Marion, Martin, Miami, Monroe,Montgomery, Morgan, Orange, Owen, Parke,
Putnam, Randolph, Rush, Shelby, Tippecanoe, Tipton, Vermillion, Vigo, Wabash,
Warren, Wayne, Wells and White counties.

This case does not affect gas or electric rates for customers of Vectren South
(formerly known as Southern Indiana Gas and Electric Co.), which serves
customers in nine southwestern Indiana counties.

EX-99.2

                                                                         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 this filing, 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 include, 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, commodity prices, 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 or contractor 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.