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) July 26, 2005

VECTREN CORPORATION

(Exact name of registrant as specified in its charter)

Commission File No.	Registrant, State of Incorporation, Address, and Telephone Number	I.R.S Employer Identification No.
1-15467	Vectren Corporation	35-2086905
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000
1-16739	Vectren Utility Holdings, Inc.	35-2104850
	(An Indiana Corporation)
	One Vectren Square,
	Evansville, Indiana 47708
	(812) 491-4000

Former name or address, if changed since last report:

Former Addresses

20 NW Fourth Street, Evansville, Indiana 47708

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), and its intermediate holding company, Vectren Utility Holdings, Inc., announced that Vectren Energy Delivery of Indiana, Inc. and the Indiana Office of the Utility Consumer Counselor have entered into a settlement agreement for a billing mechanism that will help mitigate the impact of weather on customers’ bills for Vectren’s Indiana gas customers. The settlement was filed with the Indiana Utility Regulatory Commission on July 26, 2005. A copy of the press release is filed as Exhibit 99.1 to this Current Report. The Company’s subsidiaries, Indiana Gas Company, Inc. and Southern Indiana Gas and Electric Company, generally do business as Vectren Energy Delivery of Indiana, Inc.

In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company has included cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries, including Indiana Gas Company, Inc., Southern Indiana Gas and Electric Company, and Vectren Energy Delivery of Ohio, 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.
July 27, 2005
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President and Controller

INDEX TO EXHIBITS

The following Exhibits are filed as part of this Report to the extent described in Item 8.01:

Exhibit Number	Description
99.1	Vectren Seeks Approval of Agreement to Mitigate Temperature Impact on Customer Bills
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

Ex 99.1

          News

Release

    Vectren Corporation

    One Vectren Square

    Evansville, IN 47708

July 26, 2005

FOR IMMEDIATE RELEASE

Media contact:Mike Roeder 812-491-4143 or mroeder@vectren.com

Investor contact:Steve Schein 812-491-4209 or sschein@vectren.com

Vectren seeks approval of agreement to

mitigate temperature impacts on customer bills

Indianapolis, Ind. - Vectren Energy Delivery of Indiana, Inc. (Vectren: NYSE: VVC) and the Indiana Office of Utility Consumer Counselor have entered into a settlement agreement filed today with the Indiana Utility Regulatory Commission (IURC) for a billing mechanism, which will help mitigate the impact of weather on customers’ bills for Vectren’s Indiana gas customers.

“This mechanism brings a better answer to both our customers and investors,” said Vectren Executive Vice President and Chief Financial Officer Jerome A. Benkert, Jr. “Although many other states have approved similar mechanisms, this filing represents the first time Indiana customers may see this improved rate design.”

Using normal temperatures as reported by the National Oceanic and Atmospheric Administration (NOAA), the normal temperature adjustment (NTA) mechanism will adjust the distribution charge for each customer’s bill to reflect normal weather. The NTA mechanism will compare the actual weather incurred during the months of October-April for each individual customer to the normal weather as reported by NOAA. Individual customer distribution charges then will be adjusted on a real-time basis to reflect normal weather. Each customer’s account will continue to be billed for actual gas consumption using the approved gas cost recovery rate authorized by the IURC.

The mechanism will mitigate the swings in distribution charges created by fluctuations in weather by lowering customer bills when weather is colder than normal and increasing customer bills when weather is warmer than normal. This process adjusts rates back to their approved level and over time should be cost neutral to the customer and earnings neutral to Vectren. If approved by the IURC, the NTA will be implemented in October 2005.

“In light of Vectren’s recent rate cases, the NTA proposal makes sense for consumers and the utilities,” said Indiana Utility Consumer Counselor Susan L. Macey. “As part of the process, the OUCC was able to negotiate other consumer-friendly terms, including a $1.5 million contribution to low income heating assistance and procedural safeguards to ensure the NTA mechanism works as the parties envision.”

Vectren’s distribution charges 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’s system to its customers. The remaining 70 to 75 cents of each dollar represents the cost of the gas used by customers. Gas is purchased on the competitive wholesale market by Vectren 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 utilizes a portfolio approach to purchase gas to reduce price volatility.

“We continue working through our industry associations and with Congress to pass an energy bill that may provide long-term relief to natural gas prices. Meanwhile, the NTA complements other existing programs such as our gas acquisition strategy of purchasing a portfolio of different gas products and using hedging strategies to help mitigate commodity cost volatility,” Benkert said.

Vectren pledged in the settlement to contribute $125,000 per month, or $1.5 million annually, to the Universal Service Fund (USF) program to reduce future USF rider charges. This program has been providing assistance to low income customers by providing bill discounts.

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.

EX-99.2

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:

·   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.

·   Increased competition in the energy environment including effects of industry restructuring and unbundling.

·   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.

·   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.

·   Economic conditions including the effects of an economic downturn, inflation rates, commodity prices, and monetary fluctuations.

·   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.

·   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.

·   Direct or indirect effects on our business, financial condition or liquidity resulting from achange in our credit rating, changes in interest rates, and/or changes in market perceptions of the utility industry and other energy-related industries.

·   Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, or work stoppages.

·   Legal and regulatory delays and other obstacles associated with mergers, acquisitions, and investments in joint ventures.

·   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.

·   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.