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) May 5, 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) announced on May 5, 2006, that Vectren Energy Delivery of Indiana and the Indiana Office of Utility Consumer Counselor (OUCC) filed a joint settlement with the Indiana Utility Regulatory Commission (IURC) outlining efficiency programs designed to help customers use less natural gas.  Pursuant to the plan, Vectren will be positioned to advocate energy efficiency in Indiana to help promote more efficient use of natural gas and reduce customer costs. A copy of the press release is filed 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 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.
May 8, 2006
		By: /s/ M. Susan Hardwick
		M. Susan Hardwick Vice President and Controller

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INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Vectren, Indiana consumer advocate agree on new energy efficiency plan
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

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EX-99.1

Exhibit 99.1

        News

          
60;  Release

Vectren Corporation

         One Vectren Square

         Evansville, IN 47708

May 5, 2006

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, Indiana consumer advocate

agree on new energy efficiency plan

Evansville, Ind. -Vectren Energy Delivery of Indiana (Vectren; NYSE: VVC) and the Indiana Office of Utility Consumer Counselor (OUCC) have filed a joint settlement today with the Indiana Utility Regulatory Commission (IURC) designed to help customers use less natural gas at a time when natural gas prices have been historically high and volatile.

Pursuant to the agreed plan, Vectren will be positioned to advocate broad energy efficiency awareness and expertise in Indiana to help promote more efficient use of natural gas and reduce customer costs. The proposed efficiency programs represent robust, comprehensive efforts including an on-line audit tool and appliance rebates. A collaborative group, including the OUCC and other key stakeholders, as well as Vectren, will administer the program. Other states have already launched significant efficiency programs, and the Vectren program, with its collaborative approach and independent oversight, has been modeled upon such programs.

“The problem of high customer bills is not due to the utility and its operations, the customer bill pain is directly tied to the record high price of the natural gas commodity felt by consumers across the country,” Vectren Chairman, President and CEO Niel C. Ellerbrook said. “We should be able to promote energy efficiency and at the same time be able to recover the costs required to provide reliable service to customers. Natural gas is a clean and comfortable fuel source and is in increasing demand. Customers want lower bills, and efficiency-oriented rates will provide the mechanism to help encourage significant energy efficiency and savings, ultimately driving down natural gas prices by creating more available supply.”

In conjunction with creating the energy efficiency program, the parties agreed to modify the historic manner in which Vectren recovers operating costs. The old model, built when natural gas prices were much lower and more affordable, actually motivates Vectren to encourage customers to consume more energy. The settlement proposes to break the linkage between natural gas sales and the company’s utility cost recovery thereby aligning the company’s interests with the customers - to use the least amount of energy and, therefore, lower the bill.

The customer’s natural gas bill is composed of two parts. The gas cost charge line item is a direct pass through of the cost of fuel Vectren has purchased on behalf of its customers and currently makes up about 80 percent of the customer bill. The utility is not allowed to earn a profit from the gas cost. The remaining 20 percent of the bill is the distribution and service charges line item and it includes the recovery of operational costs and plant investments to ensure safe and reliable service.

“The continuing supply constraints and growing demand in the natural gas market point to continued high natural gas prices,” Ellerbrook said. “We must do a better job of not only aggressively educating consumers about energy conservation, but also provide them with tools to use energy more efficiently. This filing, if approved, will be the first of its kind in Indiana and will truly be an effective mechanism to help drive down customers’ consumption. If other utilities across the country adopt similar efforts and reduce the overall gas usage on a national scale, we may be able to curb prices long term.”

About Vectren

Vectren Corporation (NYSE: VVC) is an energy holding company headquartered in Evansville, Ind. Vectren's energy delivery subsidiaries provide gas and/or electricity to more than one million customers in adjoining service territories that cover nearly two-thirds of Indiana and west central Ohio. Vectren's nonutility 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 energy infrastructure services. To learn more about Vectren, visit www.vectren.com.

EX-99.2

Exhibit 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.