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