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) Septmeber 9, 2008

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 company, announced on Tuesday, September 9, 2008, that its utility subsidiary, Vectren Energy Delivery of Ohio (VEDO), has entered into a Stipulation and Recommendation (Stipulation) with the staff of the Public Utilities Commission of Ohio (PUCO) and other parties regarding the revenue requirement for VEDO’s gas distribution business in 17 west central Ohio counties. In addition, the stipulation, if approved, will provide for the continuation and enhancement of energy efficiency and conservation programs for residential and commercial customers.

Vectren Energy Delivery of Ohio- Ohio 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.

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.
September 10, 2008
		By:  /s/ M. Susan Hardwick
		M. Susan Hardwick
		Vice President, Controller & 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 Ohio natural gas base rate increase, includes robust customer conservation programs
99.2	Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995

EX-99.1

          & #160;            Exhibit 99.1

                                           News

Releas e

      Vectren Corporation

              0;        One Vectren Square

         Evansville, IN  47708

FOR IMMEDIATE RELEASE

September 9, 2008

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

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

Revenue requirement agreement reached

on Vectren Energy Delivery of Ohio

natural gas base rate increase, includes robust customer conservation programs

Dayton, Ohio -- Vectren Corporation (NYSE: VVC), announced today that its utility subsidiary, Vectren Energy Delivery of Ohio (VEDO), has entered into a Stipulation and Recommendation (Stipulation) with the staff of the Public Utilities Commission of Ohio (PUCO) and other parties regarding the revenue requirement for VEDO’s gas distribution business in 17 west central Ohio counties. In addition, the stipulation, if approved, will provide for the continuation and enhancement of energy efficiency and conservation programs for residential and commercial customers.

The Stipulation does not address the rate design that will be used to collect the agreed-upon revenue from VEDO’s residential customers. The Stipulation notes that this issue will be decided by the PUCO based on the evidence and arguments presented by the parties.

The Stipulation was filed Monday with the PUCO who will now review and determine whether to approve those elements of the stipulation before the base rate adjustment can become effective. The PUCO is expected to address the rate design question in the same decision.

The Stipulation provides for a nearly $14.8 million increase in VEDO’s base distribution rates to cover the ongoing cost of operating, maintaining and expanding the approximate 5,200-mile distribution system used to serve more than 318,000 customers.  The adjustment will result in an approximate 3.8 percent increase in the total average bill for residential customers who heat their homes with natural gas.

Terms of the stipulation include:

·   a rate increase of nearly $14.8 million;

·   an overall rate of return of 8.89 percent on rate base of about $235 million;

·   an opportunity to recovery costs of a program to accelerate replacement of cast iron and bare steel pipelines, as well as certain service risers.

Elements of the conservation programs, totaling up to $5 million, include:

·   rebates on high-efficiency natural gas appliances, such as furnaces, programmable thermostats and water heaters as well as other tools and resources to help customers lower natural gas usage; and

·   the continuation of VEDO’s Project TEEM (Teaching Energy Efficiency Measures), which offers free home weatherization services to income-eligible customers.

These programs will be monitored, reviewed, and adapted as deemed appropriate through the oversight of an existing collaborative, which includes representatives of VEDO, the Ohio Consumers’ Counsel, the PUCO and the Ohio Partners for Affordable Energy.

VEDO filed its case in November 2007, and at that time requested an increase of $27 million.  Under Ohio law, VEDO’s application was subjected to an audit and examination by the PUCO as well as the other parties to the PUCO proceeding.  The request to increase base rates was only the second by VEDO, or its predecessor company, in the past 16 years; the prior increase to base rates was in 2005. Vectren continues to invest significant dollars to maintain and improve its gas distribution system in west central Ohio.

“We have worked cooperatively with all the parties in the rate proceeding and within our service area to reach a balanced Stipulation,” said VEDO President Dan Berry. “If the PUCO approves the filing, the increase in distribution service revenue will help us attract the capital necessary for the system improvements needed to continue safe, reliable delivery of natural gas.  We believe the Stipulation’s recommended expansion of energy efficiency initiatives will help customers combat rising gas costs and strike a reasonable balance between our interests and the interests of our residential, commercial and industrial customers.”

VEDO’s rate increase application and the Stipulation address VEDO’s "non-gas" costs only, which are listed as “Distribution and Service Charges” on a customer’s bill.  These costs represent between 20 and 30 cents of every dollar paid by customers for their gas service. These "non-gas" costs are incurred by VEDO to build, operate and maintain the pipes, other equipment and systems that are used to supply natural gas through VEDO’s distribution system to its customers.  Ohio law gives the PUCO authority to ensure that VEDO‘s compensation for its distribution system is reasonable.

The remaining 70 to 80 cents of each dollar paid to VEDO by its customers who have not elected a third-party natural gas supplier represents the cost of the natural gas that VEDO must purchase to meet the demands of its customers. VEDO’s recovery of the cost of that gas supply used by its customers is also subject to review by the PUCO.  Under Ohio law and regulations, VEDO and other Ohio natural gas utilities are not allowed to make a profit on the gas supply cost.

VEDO serves all or a portion of Auglaize, Butler, Champaign, Clark, Clinton, Darke, Fayette, Greene, Highland, Logan, Madison, Miami, Montgomery, Pickaway, Preble, Shelby and Warren counties.

About Vectren Corporation

Vectren Corporation is an energy holding company headquartered in Evansville, Ind. 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

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.  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 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.

·   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.

·   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 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.