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 24, 2006

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, announced on Friday, February 24, 2006, that a multi-emission compliance plan filed by its utility subsidiary, Vectren Energy Delivery of Indiana, Inc., was approved by the Indiana Utility Regulatory Commission (IURC).  A copy of the press release is filed 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 filing cautionary statements identifying important factors that could cause actual results of the Company and its subsidiaries, including Vectren Utility Holdings, 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.

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.
March 1, 2006
	By: /s/ M. Susan Hardwick
	M. Susan Hardwick
	Vice President and Controller

3

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Vectren Gains Approval for Additional Environmental Improvements
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  

P.O. Box 209     

Evansville, IN 47702-0209    

FOR IMMEDIATE RELEASE

February 24, 2006

CONTACTS: Mike Roeder, Director - Corporate Communications, 812-491-4143, mroeder@vectren.com

Steve Schein, Vice President - Investor Relations, 812-491-4209, sschein@vectren.com

Vectren gains approval for additional environmental improvements

A ruling by the Indiana Utility Regulatory Commission (IURC) this week means cleaner air for Southwestern Indiana and additional jobs as construction is set to begin on two additional environmental projects for Vectren Energy Delivery of Indiana South (a subsidiary of Vectren Corporation NYSE: VVC).

The new multi-emission settlement between Vectren and the Indiana Office of Utility Consumer Counselor (OUCC) ensures Vectren's electric generation fleet will be 100 percent scrubbed for sulfur dioxide (SO2), 90 percent scrubbed for nitrogen oxide (NOx), and will further reduce mercury to meet new mercury reduction requirements. This level of emissions reductions makes Vectren an industry leader in its environmental stewardship efforts.

"Environmental stewardship continues to be a core value of our business. This plan further demonstrates that commitment and provides opportunity to continue utilizing Indiana coal to provide efficient and low-cost energy to our local customers," said Carl Chapman, Vectren's executive vice president and chief operating officer.

The project consists of expenditures of approximately $110 million to fund the construction of a flue gas desulfurization system (scrubber) at Warrick Unit 4 which Vectren co-owns with ALCOA, scheduled for completion by 2010, and the installation of a fabric filter at Culley 3, scheduled to be complete by mid-2007. Both projects will begin during 2006 and employ several hundred construction workers.

"Our multi-emission control strategy enables us to use improved technologies to reduce several emissions at the same time," Chapman said. "These large construction projects must be planned around maintenance and planned outages at the plants and will be completed during the next several years. This additional capital investment positions our plants to continue to use local coal reserves and operate in an environmentally responsible manner."

The IURC approval includes a cost recovery mechanism to spread the cost over multiple years to minimize customer impact. When fully implemented, this proposal would mean an approximate 6 to 8 percent increase for a typical Vectren residential electric customer.

On March 10, 2005, the U.S. Environmental Protection Agency (EPA) issued its Clean Air Interstate Rule (CAIR). The new CAIR rule mandates state implementation plan revisions in 29 states, including Indiana, requiring further reductions of NOx and SO2 beyond those currently required in the NOx SIP Call and Acid Rain Program. Similarly, on March 15, 2005, EPA finalized its Clean Air Mercury Rule (CAMR). The CAMR establishes a market-based cap and trade approach under which each state is assigned a mercury emission budget to be allocated among generation units within the state. Under the new CAMR, nationwide mercury emission will be reduced 70 percent from current levels.

By using a combination of scrubbers, fabric filters and the recently installed selective catalytic reduction devices (SCRs), Vectren will have the best available mercury reduction equipment in place. These projects also should help to alleviate PM2.5 (fine particulate, dust and aerosols) non-attainment in Southwestern Indiana.

SCRs remove NOx from the flue gas created from the combustion of coal by electric generating facilities. Both the scrubber and fabric filter are advanced technologies designed to reduce air emissions from existing sources fueled by coal. In this case, the construction of a scrubber and fabric filter will allow Vectren the continued use of these two low-cost units (Warrick 4 and Culley 3) for baseload generation.

Vectren owns and operates 1351 MW of total generating capacity. Vectren's baseload units include the following: A.B. Brown 1, 250 (MW); A.B. Brown 2, 250 (MW); Culley 1, 46 (MW); Culley 2, 90 (MW); Culley 3, 270 (MW); Warrick 4, 150 (MW) (represents Vectren's 1/2 interest in Warrick 4 - a 300 MW unit co-owned with Alcoa Corporation). Vectren also has 295 MW of gas-fired peaking capacity.

Vectren’s first Environmental Stewardship Report is currently available for download at www.vectren.com.

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

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. 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:

·    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.

·    Direct or indirect effects on the Company’s business, financial condition or liquidity resulting from achange 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.