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) February 1, 2005


                               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 1.01.  Entry into a Material Definitive Agreement.

Vectren Corporation (the Company), an energy holding and applied technology
company, executed new employment contracts for its executive officers on
February 1, 2005. A specimen contract of those executed is attached to this
filing.

                                   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.

February 4, 2005


                                               By:  /s/ Ronald E. Christian
                                               -------------------------------
                                               Ronald E. Christian,
                                               Executive Vice President, Chief
                                               Administrative Officer, and
                                               General Counsel







                                INDEX TO EXHIBITS

The following Exhibits are filed as part of this Report to the extent described
in Item 1.01:



 Exhibit
 Number        Description
 -------       -----------
  99-1        Vectren Corporation Employment Agreement