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) November 16, 2007

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’s (Vectren) utility subsidiary, Vectren Energy Delivery of Indiana - North (Vectren North), announced today that it has reached a settlement agreement with the Indiana Office of Utility Consumer Counselor (OUCC) regarding the proposed changes to the base rates for its gas distribution business that covers nearly two-thirds of Indiana. The settlement agreement was filed today with the Indiana Utility Regulatory Commission (IURC) and completes a collaborative effort between Vectren North and the OUCC.  This settlement marks the third base rate settlement reached in Indiana in 2007 for Vectren’s utilities.  A copy of the press release is attached as Exhibit 99.1 and a summary of the settlement is attached as Exhibit 99.2  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., Indiana Gas Company, 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 99.3.

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 16, 2007
		By:  /s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President, Controller and Assistant Treasurer Assistant Treasurer

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 Files Settlement in North Gas Utility Rate Case
99.2	Settlement Summary
99.3	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

                   EXHIBIT 99.1

          News

           Release

                 Vectren Corporation

                 One Vectren Square

                 Evansville, IN  47708

November 16, 2007

FOR IMMEDIATE RELEASE

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

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

Vectren files settlement in North gas utility rate case

Evansville, Ind. -- Vectren Corporation’s (NYSE: VVC) utility subsidiary, Vectren Energy Delivery of Indiana - North (Vectren North), has reached a settlement agreement with the Indiana Office of Utility Consumer Counselor (OUCC) regarding the proposed changes to the rates for its gas distribution business that covers nearly two-thirds of Indiana. The settlement agreement was filed today with the Indiana Utility Regulatory Commission (IURC) and completes a collaborative effort between Vectren North and the OUCC.

Vectren North initially filed a petition with the IURC on May 18 requesting a $41.1 million increase in revenues. The settlement agreement provides for a $27.5 million increase, including the recovery of certain costs totaling $10.6 million that will be recovered through separate cost recovery mechanisms rather than base rates. If approved, the impact of the settlement is expected to increase bills by less than 4 percent or about $3.50 per month for the typical residential customer. The settlement agreement resolves the issues in the case and provides for a return on equity (ROE) of 10.2 percent; agreement on various personnel expenses and operating and maintenance costs; a main replacement program to begin replacement of 245 miles of bare steel and cast iron pipelines; and recovery of gas costs relating to uncollected customer bills and “unaccounted for gas costs” through Vectren North’s gas cost adjustment (GCA) process.

“This settlement provides a roadmap for Vectren North to continue providing safe, reliable service,” said Vectren President and COO Carl Chapman.  “Reliability requires investment in people and infrastructure. This rate case prescribes a plan for initiating a comprehensive bare steel and cast iron main replacement program as well as recognizes the other fixed costs we incur to run the business. This change only impacts the delivery portion of the bill. We remain committed to providing the tools our customers need through our Conservation Connection program to drive total bills lower through reduced consumption.”

Natural gas base rates make up about 30 percent of a typical residential customer bill. The cost of the natural gas commodity makes up about 70 percent of a typical bill. These gas costs are passed through to customers on a dollar-for-dollar basis through the state’s GCA regulatory review process.

About Vectren

Vectren Corporation is an energy holding company headquartered in Evansville, Indiana. The Company'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. The Company'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.

EX-99.2

Exhibit 99.2

Summary of Vectren North Settlement Agreement Filed with Indiana Utility Regulatory Commission

Vectren Energy Delivery of Indiana - North (Vectren North), a utility subsidiary of Vectren Corporation (NYSE: VVC), has reached a settlement agreement with the Indiana Office of Utility Consumer Counselor (OUCC) regarding the proposed changes to the base rates for its gas distribution business that covers nearly two-thirds of Indiana.  The settlement agreement was filed today with the Indiana Utility Regulatory Commission (IURC) and completes a collaborative effort between Vectren North and the OUCC.

Vectren North filed a petition with the IURC on May 18, 2007 requesting a $41.1 million increase in its base gas rates.  The settlement agreement includes a $16.9 million base rate increase and provides for the recovery of certain additional costs totaling $10.6 million through existing cost recovery mechanisms instead of through base rates.  The settlement also provides for an allowed return on equity (ROE) of 10.2%, with an overall rate of return of 7.80% on a rate base of $796.7 million.

As a comparison of the filed position of the company in the case to the settlement outcome, summarized here is a reconciliation of the settlement result:

         millions

Settlement amount of base rate revenue increase                                                                          $16.9

Costs removed from base rates to be recovered through existing trackers                                            10.6

Effect of Settlement on a basis comparable to filed position                                                                  $27.5

If the settlement is approved, Vectren North will have in place for its gas territory:

o   weather normalization,

o   conservation/decoupling recovery,

o   tracking of gas cost expense related to bad debts and unaccounted for gas through the existing gas cost adjustment mechanism, and

o   tracking of pipeline integrity expense

Further, additional dollars spent on a new, multi-year bare steel and cast iron capital replacement program will be afforded certain accounting treatment that mitigates earnings attrition from the investment between rate cases.  The accounting for this investment that was agreed to allows for the continuation of the accrual for allowance for funds used during construction (AFUDC) and the deferral of depreciation expense after the projects go in service but before they are included in base rates.  To qualify for this treatment, the annual expenditures are limited to $20.0 million and the treatment can not extend beyond four years per project.  The deferral of depreciation mitigates the impact of attrition and the accrual of AFUDC generally offsets the cost of financing, while providing the potential for some earnings growth.

The settlement ROE of 10.2% recognizes these various regulatory mechanisms.

A hearing on the settlement before the IURC will be held December 13, 2007.

EX-99.3

Exhibit 99.3

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.  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, regulatory or 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 nonutility businesses and the success of efforts to invest in and develop new opportunities, including but not limited to, the realization of synfuel income tax credits and the Company’s coal mining, gas marketing, and energy infrastructure strategies.

·   Direct or indirect effects on the Company’s business, financial condition, liquidity and results of operations resulting from changes 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, aging workforce issues, or work stoppages.

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

·   Costs, fines, penalties and other effects of legal and administrative proceedings, settlements, investigations, claims, including, but not limited to, such matters involving inadvertent violations of state and federal laws.

·   Changes in federal, state or local legislative 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.