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) April 27, 2011

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 that on Wednesday, April 27, 2011, the Indiana Utility Regulatory Commission (IURC) approved changes to the base rates and charges for Southern Indiana Gas and Electric Company’s (Vectren Energy Delivery of Indiana-South) electric operations in southwestern Indiana. A copy of the press release is attached as exhibit 99.1 to this Current Report on Form 8-K.  Additional information pertaining to this rate order is attached as Exhibit 99.2.

Vectren Energy Delivery of Indiana- South is a wholly-owned subsidiary of Vectren Utility Holdings, Inc. (Utility Holdings).  Utility Holdings serves as the intermediate holding company for the Company’s regulated utility operations.

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.

Item 9.01    Exhibits

(d)  Exhibits

Exhibit Number	Description
99.1	Indiana commission approves Vectren’s electric base rate case, denies modified rate design
99.2	Additional summary information associated with rate order
99.3	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

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.
April 28, 2011
		By:  /s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President, Controller and Assistant Treasurer

INDEX TO EXHIBITS

The following Exhibits are filed as part of this Report to the extent described in Item 8.01:

Exhibit Number	Description
99.1	Indiana commission approves Vectren’s electric base rate case, denies modified rate design
99.2	Additional summary information associated with rate order
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

April 27, 2011

FOR IMMEDIATE RELEASE

Media contact: Chase Kelley, (812) 491-4128 or kckelley@vectren.com

Investor contact: Robert Goocher, (812) 491-4080 or rgoocher@vectren.com

Indiana commission approves Vectren’s electric base rate case,

denies modified rate design

Evansville, Ind. - The Indiana Utility Regulatory Commission (IURC) today approved Vectren Energy Delivery of Indiana – South’s (Vectren, NYSE: VVC) changes to the base rates and charges for its electric distribution business in southwestern Indiana. This rate adjustment does not impact the natural gas portion of the bill, nor customers in the utility’s Indiana - North or Ohio service territories.

The order provides for an approximate $28.6 million electric rate increase to recover costs associated with approximately $325 million in system upgrades that were completed in the three years leading up to the December 2009 filing and modest increases in maintenance and operating expenses. The new rates are expected to go into effect in early May 2011.

“We’re pleased the Commission has granted this much-needed cost recovery that is critical to our ability to reliably deliver electricity to our customers in southwestern Indiana,” said Vectren President & CEO Carl Chapman. “Although we’re disappointed we did not receive approval to implement our decoupling proposal, we look forward to continuing to work with the IURC and all stakeholders to implement a regulatory framework that fosters customer usage reductions and at the same time, provides for fair cost recovery.”

Already pending before the IURC in a separate electric conservation case is a settlement entered into between the company and the Indiana Office of Utility Consumer Counselor, which provides for a mechanism to recover margins from the company’s large commercial and industrial customers associated with implementation of energy efficiency programs. As an alternative to the company’s electric decoupling proposal that was ruled upon today by the IURC, the settlement also provides that margins lost from residential and commercial customers due to energy efficiency programs may be deferred for future recovery under a rate mechanism to be proposed by the company. In light of today’s IURC decision, subject to the approval of that settlement by the IURC, after conferring with the stakeholders in the process, the company expects to prepare and propose such a mechanism.

“We are committed to expanding our portfolio of electric energy efficiency programs for residential and commercial customers,” added Chapman. “As a company, we firmly believe that partnering with customers to use energy wisely and efficiently is critical to conserving our natural resources, lowering bills and ultimately, delaying the need for additional electric generation.”

Currently, Vectren offers residential energy efficiency programs, including appliance recycling for refrigerators and window air conditioning units, as well as some commercial programs, including incentives for new home construction and custom efficiency. Since inception in April 2010, these programs have saved customers more than 3 million kilowatt hours, which is enough energy to power 275 homes for one year. Vectren is also in the process of launching programs that offer CFL bulb discounts at participating retailers and home weatherization for low-income customers.

Subject to the IURC’s approval, Vectren plans to debut additional electric conservation programs later this summer.

Vectren provides electric service to 142,000 customers in southwestern Indiana, including Dubois, Gibson, Pike, Posey, Spencer, Vanderburgh and Warrick counties.

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 U.S. These include infrastructure services, energy services, coal mining and energy marketing. To learn more about Vectren, visit http://www.vectren.com.

- end -

EX-99.2

Exhibit 99.2

Key Elements of Vectren South - Electric Rate Case Order Issued April 27, 2011:

Overall Revenue Increase Authorized:                                                                                    $28.6 million

Overall Percent Increase:                                                                                 Approximately 5%

Authorized Return on Equity (ROE):                                                                        10.4%

Weighted Cost of Long Term Debt:                                                                               6.25%

Overall Rate of Return:                                                                       7.29%

Capital Structure:                                    44% Debt

43% Equity

13% Cost Free/Other

Rate Base:                                                                               $1,295.6 million

Other Key Findings:

n   Post in service carrying cost and depreciation deferral accounting treatment authorized for power production efficiency projects known as Dense Pack projects estimated at $35 million.

n   Continued symmetrical 50/50 sharing of wholesale power margins above and below new base level of $7.5 million which had previously been $10.5 million.

n   Implementation of decoupling rate design denied.

o   Note that separate from this case, a settlement has been reached with the Office of Utility Consumer Counselor on implementation of energy efficiency programs along with lost margin recovery for large customers and it also provides for a subsequent filing to request lost margin recovery for small customers in this situation where decoupling was not approved.

n   Current coal contracts remain effective and going forward a review process of future procurement decisions will be initiated.

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”, “likely”, 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 transportation and storage 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.

·   Catastrophic events such as fires, earthquakes, explosions, floods, ice storms, tornados, terrorist acts or other similar occurrences could adversely affect Vectren’s facilities, operations, financial condition and results of operations.

·   Increased competition in the energy industry, including the 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.

·   Economic conditions surrounding the current economic uncertainty,  including significantly lower levels of economic activity; uncertainty regarding energy prices and the capital and commodity markets; volatile changes in the demand for natural gas, electricity, coal, and other nonutility products and services; impacts on both gas and electric large customers; lower residential and commercial customer counts; higher operating expenses; and further reductions in the value of certain nonutility real estate and other legacy investments.

·   Volatile natural gas and coal 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, 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.

·   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 Company’s infrastructure, energy services, coal mining, and energy marketing strategies.

·   Factors affecting coal mining operations including  MSHA guidelines and interpretations of those guidelines, as well as additional mine regulations and more frequent and broader inspections that could result from the recent  mining incidents at coal mines of other companies; geologic, equipment, and operational risks; the ability to execute and negotiate new sales contracts and resolve contract interpretations; volatile coal market prices and demand;  supplier and contract miner performance; the availability of key equipment, contract miners and commodities; availability of transportation; and the ability to access/replace coal reserves .

·   Employee or contractor workforce factors including changes in key executives, collective bargaining agreements with union employees, aging workforce issues, work stoppages, or pandemic illness.

·   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 compliance with state and federal laws and interpretations of these laws.

·   Changes in or additions to  federal, state or local legislative requirements, such as changes in or additions to tax laws or rates, environmental laws, including laws governing greenhouse gases, mandates of sources of renewable energy, and other 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.