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) December 1, 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:

r Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

r Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

r Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

r 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 company, announced on Friday, December 1, 2006, that its wholly owned subsidiary, Vectren Energy Delivery of Indiana, Inc., received approval from the Indiana Utility Regulatory Commission (IURC) to launch innovative programs to help customers lower their total natural gas bills. 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.

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.
December 4, 2006
		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 8.01:

Exhibit Number	Description
99.1	Vectren receives approval of comprehensive conservation proposal to help Indiana customers conserve, save money on natural gas bills
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

                   Exhibit 99.1

                 

              < /font>        News

Release

        Vectren Corporation 

        One Vectren Square  

        Evansville, IN 47708

FOR IMMEDIATE RELEASE

December 1, 2006

Investor Contact: Steve Schein, (812) 491-4209 or sschein@vectren.com

Media Contact: Mike Roeder, (812) 491-4143 or mroeder@vectren.com

Vectren receives approval of comprehensive conservation proposal to help

Indiana customers conserve, save money on natural gas bills

Indianapolis, Ind. - In response to continued historically high and volatile natural gas commodity prices across the country, Vectren Energy Delivery of Indiana (Vectren; NYSE: VVC) announced today it will launch an innovative program to help its Indiana customers lower their total natural gas bills by providing rebates on key appliances as well as the tools to obtain an in-depth understanding of how their homes or businesses use energy.

Approved today by the Indiana Utility Regulatory Commission (IURC), the program is part of a comprehensive Vectren conservation proposal that is the end product of an extended collaboration between Vectren and the Indiana Office of Utility Consumer Counselor (OUCC). The program effectively breaks the linkage between the recovery of fixed service costs and the amount of customer usage and positions Vectren to aggressively assist its customers to find ways to reduce their natural gas bills.

“This is a new day for our Indiana natural gas customers. The approval of the conservation program will enable us to squarely focus on helping our customers reduce usage and therefore save on their bills. This action is also important for our state and country as we continue to look for ways to reduce natural gas demand and increase supply,” said Vectren Chairman, President and CEO Niel C. Ellerbrook. “Customers want reliable energy at a predictable cost. This program provides customers the tools they need to individually implement energy efficiency measures and lower their usage. Since approximately 75 percent of each customer's bill is for the cost of gas they use, reducing consumption will produce significant savings.”

At the same session where the IURC approved Vectren’s conservation proposal, the IURC also initiated a statewide study into rate design alternatives and energy efficiency measures for natural gas utilities. 

“We look forward to working together with the IURC, the OUCC, the gas industry and other stakeholders on this important proceeding,” Ellerbrook said.  “With today’s approval of Vectren’s conservation proposal and the initiation of this broader study into these important industry topics, Indiana is clearly distinguishing itself as a leader in regulatory actions that are designed to align the interests of utilities and their customers.”

To assist customers in the reduction of their gas usage, as part of the conservation proposal Vectren will begin a public education campaign that will address conservation program awareness and details. Highlights of the conservation program include a furnace and thermostat rebate as well as a detailed online energy audit tool.

In addition to the conservation program, the proposal also provides that Vectren’s delivery service charges will be adjusted to permit recovery of substantially all of the margins that were determined to be appropriate by the IURC at the time it established the existing base rates. This aspect of the proposal will initially be limited to Vectren’s North operations. As part of the settlement agreement with the OUCC, the Vectren South operations will defer implementation of this aspect of the proposal until new base rates are established by the IURC as a result of a pending rate proceeding.

“This fundamental change to the ratemaking paradigm will allow us to aggressively support customer conservation efforts, thus helping customers lower the total cost of their natural gas bills without penalizing the company for achieving reductions in customer usage,” Ellerbrook said. “As more energy companies across the country pursue the adoption of this type of innovative regulation the demand for natural gas throughout the United States should be reduced and as a result the price of the natural gas commodity should be lower than it otherwise would be.

“A national effort is underway and is likely the only near-term opportunity to help ease the pressures on energy supplies and prices,” Ellerbrook added. “With energy providers now spearheading these types of initiatives as a national group, I’m optimistic we can better address and hopefully overcome this continuing crisis. We also received authorization for a similar conservation proposal relating to our Ohio operations in September of this year and we are now positioned to effectuate a culture change at Vectren that will focus our efforts on assisting our customers in using less energy.”

These new conservation efforts also align with the National Action Plan for Energy Efficiency, an effort Vectren announced participation in during July. The Environmental Protection Agency effort is a comprehensive plan delivered through electric and gas utilities that could reduce prices for natural gas, help defer the need for 40 new 500 megawatt-power plants, avoid the greenhouse gas emissions equivalent to those of more than 35 million vehicles, and lower the costs of air pollution controls.

The National Action Plan brings together leading energy sector organizations representing different stakeholder perspectives to determine how best to promote greater investment in energy efficiency by the customers of electric and gas utilities - covering most of the energy used in American homes, buildings and industries. This collaborative approach is essential as greater investment in energy efficiency requires a concerted effort by customers, utilities, regulators, states and other stakeholders. The recommendations appear in full in the Action Plan Executive Summary which is available at www.epa.gov/cleanenergy.

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 herein 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 the Company’s periodic SEC filings.

·   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.