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 28, 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 2.02  Results of Operations and Financial Condition.

On October 28, 2004, Vectren Corporation (the Company) released financial
information to the investment community regarding the Company's results of
operations for the three, nine and twelve month periods ended September 30,
2004. The financial information released is included herein as Exhibit 99-1.
This information does not include footnote disclosures and should not be
considered complete financial statements.

Vectren Corporation is the parent Company of Vectren Utility Holdings, Inc.
(VUHI). VUHI serves as the intermediate holding company of the Company's three
operating public utilities.

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., 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 28, 2004


                                       By: 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 12:



 Exhibit
 Number            Description
 -------           -----------
   99-1            Press Release - Vectren Corporation Reports Third Quarter
                   2004 Increase

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