8-K/A

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 21, 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: 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, has issued an invitation to participate in a conference call to discuss fiscal year 2005 earnings and provide its initial 2006 earnings guidance. The conference call will be held at 1:00 p.m. Eastern Time on February 9, 2006. The call-in number is 1-888-552-7850. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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. 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.

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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.
November 21, 2005
	By: /s/ M. Susan Hardwick
	M. Susan Hardwick Vice President and Controller

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INDEX TO EXHIBITS

Exhitbit

Number          Description

   99.1    Vectren Conference Call Invitation

   99.2    Cautionanary Statement for Purposes of the "Safe Harbor" Provisions of the

                                   Private Securities Litigation Reform Act of 1995 

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EX-99.1

EX 99.1

Vectren Conference Call Invitation

The senior management of Vectren Corporation would like to invite you to participate in an interactive teleconference to discuss Fiscal Year 2005 Earnings and provide its initial 2006 Earnings Guidance.

Date/Time

February 9, 2006---1:00 p.m. Eastern Time

Call in Number 1-888-552-7850; please call five minutes prior to start time.

The replay can be accessed by dialing 1-800-642-1687, using Reference Number 2766319 until February 14, 2006.

Earnings are expected to be released after market closes on February 8, 2006.

During the webcast, the Vectren management team will discuss 2005 results, provide 2006 guidance and provide an update on issues and initiatives that may impact 2006 and beyond, including:

·   Impact of high natural gas costs

·   Regulatory initiatives, including pursuit of conservation tariffs (decoupling tariffs)

·   Status of efforts to extend ProLiance’s gas supply agreements with Indiana Gas and SIGECO beyond March 31, 2007

·   ProLiance (gas marketing) growth opportunities

·   Coal Mining growth opportunities

The company expects that anticipated future developments relating to these and other risks and opportunities disclosed in its September 30, 10-Q will allow the company to provide updates by the time of the teleconference.

The company would further expect to host a mid-year seminar for analysts and portfolio managers interested in learning more about Vectren’s utility and nonregulated businesses.

Conference Call Hosted By:

Niel C. Ellerbrook, Chairman, President and Chief Executive Officer

Carl L. Chapman, Executive Vice President & Chief Operating Officer

Jerome A. Benkert, Executive Vice President & Chief Financial Officer

Ronald E. Christian, Executive Vice President, Chief Administrative Officer and General Counsel

John M. Bohls, President Vectren Enterprises

Steven M. Schein, Vice President Investor Relations

For additional information regarding Vectren, please call:

Steven M. Schein

Vice President-Investor Relations

Vectren Corporation

One Vectren Square

Evansville, IN 47708

812-491-4209

sschein@vectren.com

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For additional information regarding the conference call, please call:

McManus Financial Consultants, Inc.

23811 Inverness Place

Laguna Niguel, CA 92677

949-481-9820

SAdams@McManusFinancial.com

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EX-99.2

Ex. 99.2

Forward-Looking Information

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. 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:

·          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.

·         Increased natural gas commodity prices and the potential impact on customer consumption, uncollectible accounts expense, unaccounted for gas and interest expense.

·         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 a change in credit ratings, 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.

The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of changes in actual results, changes in assumptions, or other factors affecting such statements.

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