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) February 4, 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 7.01.  Regulation FD Disclosure

Vectren Corporation (the Company), an energy holding and applied technology
company, announced it has entered into a settlement agreement with the staff of
the Public Utilities Commission of Ohio (PUCO) and other parties regarding
proposed changes to gas distribution base rates and charges for its wholly owned
subsidiary Vectren Energy Delivery of Ohio, Inc. The settlement agreement has
been filed with the PUCO. 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.

February 7, 2005


                                               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 Energy Delivery
              of Ohio 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 PRESS RELEAS

                                                                       EX 99-1



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

FOR IMMEDIATE RELEASE
February 4, 2005

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

                  Settlement reached on Vectren Energy Delivery
                     of Ohio natural gas base rate increase

Dayton, Ohio -- Vectren Corporation (NYSE: VVC), announced today that its
utility subsidiary, Vectren Energy Delivery of Ohio (VEDO), has entered into a
settlement agreement with the staff of the Public Utilities Commission of Ohio
(PUCO) and other parties regarding the proposed changes to the base rates and
charges for VEDO's gas distribution business in 17 west central Ohio counties.

The settlement agreement was filed today with the PUCO who will now review the
settlement and determine if the settlement strikes a reasonable balance between
the interests of customers and VEDO's interests. Approval by the PUCO is
necessary before the settlement can become effective.

The settlement agreement provides for either a $15.7 or $16.6 million increase
in VEDO's base distribution rates to cover the ongoing cost of operating,
maintaining and expanding the approximate 5,200-mile distribution system used to
serve more than 310,000 customers, as well as fund customer conservation
programs. To the extent no party to the case opposes the settlement, the
settlement will provide for an increase of $16.6 million, reflecting $2 million
of conservation program funding, a level that is higher than is included in the
$15.7 million increase amount. The $16.6 million option (reflecting greater
conservation program expenditures) results in an approximate 4.5 percent
increase in the total average bill for residential customers who heat their
homes with natural gas.

Terms of the settlement agreement include:
     o    a rate increase of $16.6 million or $15.7 million;
     o    an authorized return on equity (ROE) of 10.6 percent;
     o    an overall cost of capital of 8.94 percent; o a return on rate base of
          about $245 million;
     o    a new rate design which includes a larger monthly customer service
          charge, intended to provide the company with greater certainty of
          fixed cost recovery; and
     o    recovery of annual pipeline integrity compliance costs.

All parties in the case have either signed the settlement or announced they will
not contest the settlement with the exception of the Ohio Office of Consumers'
Counsel (OCC) and the Community Action Partnership. Those two parties may or may
not oppose the settlement.

VEDO filed the case in April 2004, and requested an increase of $25 million.
Under Ohio law, VEDO's application was subjected to an audit and examination by
the PUCO as well as the other parties to the PUCO proceeding. The request to
increase base rates was the first by VEDO, or its predecessor company, since
1991. Over the past 13 years, investments made to safely and reliably serve VEDO
customers have exceeded $135 million. Other operating costs have increased as
well.

"We have worked cooperatively with all the parties in the rate proceeding and
within our service area to craft a balanced settlement," said VEDO President
Steve Bramlage. "The increase will help us address escalation in the cost of
infrastructure improvements and increased costs of labor, health care, and other
costs of operation. We believe the settlement, as a package, strikes a
reasonable balance between our interests and the interests of our residential,
commercial and industrial customers in Southwest Ohio."

VEDO's rate increase application and the settlement agreement address VEDO's
"non-gas" costs only, which are listed as "Base Rate Charges" on a customer's
bill. These costs represent between 25 and 30 cents of every dollar paid by
customers for their gas service. These "non-gas" costs are incurred by VEDO to
build, operate and maintain the pipes, other equipment and systems that are used
to supply natural gas through VEDO's system to its customers. Through actions by
the PUCO in accordance with Ohio's laws and regulations, VEDO obtains
compensation for its non-gas costs.

The remaining 70 to 75 cents of each dollar paid to VEDO by its customers
represents the cost of the natural gas that VEDO must purchase to meet the
demands of its customers. That gas is purchased in the competitive wholesale
market by VEDO on behalf of its customers subject to review by the PUCO under
Ohio's Gas Cost Recovery (GCR) procedures. Under Ohio law and regulations, VEDO
and other Ohio natural gas utilities are not allowed to make a profit on the
cost of gas.

VEDO serves all or a portion of Auglaize, Butler, Champaign, Clark, Clinton,
Darke, Fayette, Greene, Highland, Logan, Madison, Miami, Montgomery, Pickaway,
Preble, Shelby and Warren 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
www.vectren.com.

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. Certain matters described in Management's Discussion
and Analysis of Results of Operations and Financial Condition are
forward-looking statements. 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 the
Company's 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.