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) November 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

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 8.01.  Other Events

Vectren Corporation (the Company), an energy holding and applied technology
company, announced that the Indiana Utility Regulatory Commission approved the
natural gas distribution base rate increase for its wholly owned subsidiary,
Indiana Gas Company, Inc. which does business as Vectren Energy Delivery of
Indiana-North (Vectren North). Vectren North will implement the new distribution
rates as of December 1. 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.

December 1, 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 8.01:



 Exhibit
 Number            Description
 -------           -------------
  99-1             Vectren North Natural Gas Base Rate Increase Approved

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

EX-99.1 RELEASE

                                                                       EX 99-1
                                                    News
                                                    Release

                                                    Vectren Corporation
                                                    P.O. Box 209
                                                    Evansville, IN  47702-0209
FOR IMMEDIATE RELEASE
November 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 North natural gas
                           base rate increase approved

Vectren Corporation (NYSE: VVC) announced today that the Indiana Utility
Regulatory Commission (IURC) approved Vectren Energy Delivery of Indiana -
North's (Vectren North) base rate increase for its natural gas distribution
business in 49 central and southeastern Indiana counties. Vectren North will
implement the new distribution rates as of December 1.

The commission's ruling provides for a $24 million increase in Vectren North's
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. The ruling results in an approximate 3.5
percent increase in the total average bill for residential customers who heat
their homes with natural gas.

Terms of the commission order 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 monthly customer charge,
          which is intended to address to some extent earnings volatility
          related to weather; and
     o    a pilot program and market study to determine potential benefits
          associated with gas demand side management programs.

This order completes a process initiated by Vectren North on March 19. The
decision approves the settlement agreement Vectren North filed last month 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).

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

This adjustment to distribution rates will be 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.

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 is not
allowed to make a profit on the cost of gas.

Vectren North (formerly known as Indiana Gas Co.) serves all or portions 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.

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 midwest and
southeast. These include gas marketing and related services; coal production and
sales; and utility infrastructure services. To learn more about Vectren, visit
http://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  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 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.