8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 8-K/A
                                 CURRENT REPORT
                       Pursuant to Section 13 of 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) April 23, 2002


                         VECTREN UTILITY HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


  Indiana                        1-16739                    35-2104850
  -------                        -------                    ----------
(State of Incorporation)(Commission File Number)(I.R.S. Employer Identification)


20 N.W. Fourth Street, Evansville, Indiana                      47708
- ------------------------------------------                      -----
 (Address of principal executive offices)                     (Zip Code)



        Registrant's telephone number, including area code (812)491-4000


                                       N/A
             (Former name or address, if changed since last report.)




















Item 5.  Other Events

On April 23, 2002, Vectren Corporation (Vectren),  the parent company of Vectren
Utility Holdings,  Inc, along with Citizens Gas & Coke Utility  (Citizens),  the
Indiana  Office of  Utility  Consumer  Counselor  (OUCC),  the  Citizens  Action
Coalition  (CAC),  and a group of  industrial  customers  filed an  agreement in
principle  at  the  Indiana  Utility  Regulatory  Commission  (Commission).  The
agreement  set forth the basic  framework  for  settlement  of numerous  pending
issues  related  to  ProLiance  Energy,  LLC  (ProLiance).  The  parties'  final
agreement was approved by the Commission on July 24, 2002. This agreement brings
closure to over six years of  litigation  related  to  Citizens'  and  Vectren's
receipt of gas supply services from ProLiance.  The final settlement is outlined
in the press release attached as Exhibit 99-1 to this filing.

Proliance is a jointly-owned unconsolidated energy marketing affiliate of
Vectren and Citizens.



Item 7.  Exhibits

99-1     Press Release - ProLiance Settlement Approved,
                         Customers Save Millions, Utilities Receive Certainty












                                   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 UTILITY HOLDINGS, INC.
July 24, 2002


                                           By:  /s/ M. Susan Hardwick
                                           ------------------------------------
                                           M. Susan Hardwick
                                           Vice President and Controller

EX-99.1

                                                                        EX-99.1

Joint News Release

Media Contacts:
Laura Musall, Citizens Gas & Coke Utility - (317) 927-4718
Anthony Swinger, Indiana Office of Utility Consumer Counselor - (317) 233-2747
Briane House, ProLiance Energy - (317) 231-6824
Mike Roeder, Vectren - (812) 491-4143


                         ProLiance Settlement Approved,
              Customers Save Millions, Utilities Receive Certainty


July 24, 2002 (Indianapolis, Ind.) -- Today the Indiana Utility Regulatory
Commission (IURC) approved a settlement resolving gas cost issues that have been
pending before the IURC relating to ProLiance Energy, LLC. This order brings to
closure more than six years of litigation related to Citizens Gas & Coke
Utility's (Citizens) and Vectren Energy Delivery of Indiana, Inc.'s (Vectren)
receipt of gas supply services from ProLiance.

In April, Citizens, Vectren, the Indiana Office of Utility Consumer Counselor
(OUCC), the Citizens Action Coalition of Indiana, Inc.(CAC), and an ad-hoc group
of large volume gas customers filed an agreement in principle with the IURC
setting forth the basic framework for an overall settlement. The parties then
submitted a final detailed settlement in early June which has now been approved
by the IURC.

Created as a joint venture of Citizens and Vectren in 1996, ProLiance is a gas
supply alliance designed to reduce the utilities' gas costs, as well as operate
as a competitive natural gas marketer to larger commercial and industrial
customers throughout Indiana and the Midwest. The order settles a number of
issues that had been pending for several years, including how customer benefits
should be shared.

"Today's decision is great news for Citizens and Vectren utility customers,"
said Anne E. Becker, Indiana's Utility Consumer Counselor, the statutory
representative of Indiana utility customers. "This detailed settlement
represents the hard work of all parties involved and provides a framework for
future additional shared savings."

In addition to the $50-plus million customers have already realized in savings
to date in the form of reduced gas costs, Citizens and Vectren customers will
receive later this year an additional gas cost refund of $12.7 million.
Customers will also receive additional annual benefits of $2.2 million in
reduced fees and costs under the proposal. Further, the agreement provides that
beginning in 2004 consumers will share in certain additional cost savings
related to gas purchases.

"The ProLiance savings have provided significant benefits for several years.
This additional sharing arrangement will bring even greater value to our
customers in the future," said Vectren President and Chief Operating Officer
Andrew E. Goebel. "By bringing closure to these issues, this also brings
certainty to our investors. Vectren now has a 61 percent ownership stake in
ProLiance which represents an important part of our business strategy and the
decision helps investors understand how customers and the company will share
benefits and risks."

"We're pleased to have a decision that further benefits our customers," said
David N. Griffiths, President and Chief Executive Officer of Citizens Gas, which
has a 39-percent ownership in ProLiance. "ProLiance not only helps Citizens Gas
hold down its gas costs, but it has become a successful company that is engaged
in the Indianapolis community."

Apart from the immediate refund and cost reductions, the settlement also
provides for a more transparent operating arrangement as well as ProLiance's
continued role as the provider of gas supply services to the utilities through
2007. ProLiance also will commence supplying gas to Southern Indiana Gas and
Electric Company. Significant terms of the IURC order include:

1.  The utilities' natural gas will be purchased through a gas cost incentive
    mechanism that shares price risk and reward between the utilities and
    customers;

2.  Beginning in 2004, ProLiance will provide the utilities with an interstate
    pipeline transport and storage service price discount, thus providing
    additional savings to customers;

3.  As ProLiance continues to provide the utilities with its supply services,
    Citizens and Vectren will together annually provide an additional $2,million
    per year in customer benefits in 2003, 2004 and 2005; and

4.  In 2006, the utilities will conduct a competitive bidding process for
    provision of gas supply services commencing in 2007.