8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

          Date of Report (Date of earliest event reported) July 9, 2003


                         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 No.)


    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 and Regulation FD Disclosure

On July 9, 2003, Vectren Corporation (the Company) issued a press release to
adjust 2003 earnings guidance and to address recent announcements related to the
production of synthetic fuel. Vectren Corporation is the parent company of
Vectren Utility Holdings, Inc.

The following excerpts from that press release should be considered filed with
Securities and Exchange Commission.

"Vectren commented on its investment in synthetic fuel operations in light of
recent announcements related to activity in the industry. As background,
Vectren's Coal Mining operations is comprised of Vectren Fuels (Fuels), which
includes its coal mines and related operations and Vectren Synfuels, Inc.
(Synfuels). Synfuels holds one limited partnership unit (an 8.3% interest) in
Pace Carbon Synfuels Investors, LP (Pace Carbon), a Delaware limited partnership
formed to develop, own and operate four projects to produce and sell coal-based
synthetic fuel utilizing Covol technology. Under Section 29 of the Internal
Revenue Code, manufacturers receive a tax credit for every ton of synthetic fuel
sold. To qualify for the credits, the synthetic fuel must meet three primary
conditions: 1) there must be a significant chemical change in the coal
feedstock, 2) the product must be sold to an unrelated person, and 3) the
production facility must have been placed in service before July 1, 1998.

In past rulings, the Internal Revenue Service (IRS) has concluded that the
synthetic fuel produced at the Pace Carbon facilities should qualify for Section
29 tax credits. The IRS issued a private letter ruling with respect to the four
projects on November 11, 1997, and subsequently issued an updated private letter
ruling on September 23, 2002. During June 2001, the IRS began a tax audit of
Pace Carbon for the 1998 tax year and later expanded the audit to include tax
years 1999 and 2000. The IRS has requested numerous extensions to the statute of
limitations for the years under audit, but has not advised Pace Carbon of any
intention to disallow credits.

As a partner in Pace Carbon, Vectren has reflected total tax credits under
Section 29 in its consolidated results through March 31, 2003 of approximately
$25 million. Vectren has been in a position to fully utilize the credits
generated and continues to project full utilization. In addition, Fuels receives
synfuel related fees from synfuel producers unrelated to Pace Carbon for a
portion of its coal production.

On June 27, 2003, the IRS announced that it has reason to question the
scientific validity of certain test procedures and results that have been
presented to it by certain taxpayers with an interest in synfuel operations.
Accordingly, the IRS has suspended the issuance of private letter rulings
concerning whether a significant chemical change has occurred. In addition, the
IRS indicated that it may revoke existing private letter rulings that relied on
the procedures and results under review if it determines that those test
procedures and results do not demonstrate that a significant chemical change has
occurred.

Vectren does not know the specific nature of the synfuel production procedures
and results that are being reviewed by the IRS. At this time, Vectren cannot
predict the outcome of the IRS's review, when the review will be completed or
the ultimate impact, if any, of the review relative to Vectren's investments in
Pace Carbon. Vectren believes that it is justified in its reliance on the
private letter rulings for the Pace Carbon facilities, that the test results
that Pace Carbon presented to the IRS in connection with its private letter
rulings are scientifically valid, and that Pace Carbon has operated its
facilities in compliance with its private letter rulings and Section 29 of the
Internal Revenue Code."

The full press release is included herein at exhibit 99-1.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing 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.

Item 7. Exhibits

99-1 Press Release - Vectren Corporation adjusts 2003 earnings guidance and
     addresses recent announcements related to the production of synthetic fuel


99-2 Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
     Private Securities Litigation Reform Act of 1995


Item 9. Regulation FD Disclosure and Item 12. Results of Operations and
        Financial Condition

The following information is furnished to the Securities and Exchange Commission
under Item 12.

On July 9, 2003, Vectren Corporation issued a press release to adjust 2003
earnings guidance and to address recent announcements related to the production
of synthetic fuel. Vectren Corporation is the parent company of Vectren Utility
Holdings, Inc.

  The press release is included herein as exhibit 99.1.












                                   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 9, 2003


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

EX-99.1 PRESS RELEAS

                                                                         EX 99-1

Vectren Corporation

                                                      P.O. Box 209

                                                      Evansville, IN 47702-0209

July 9, 2003

FOR IMMEDIATE RELEASE

     Vectren Corporation adjusts 2003 earnings guidance and addresses recent
           announcements related to the production of synthetic fuel

Evansville, Indiana - Vectren Corporation (NYSE:VVC) today said it expects its
2003 consolidated earnings to be below previously announced expectations
primarily due to the complete write-off of two investments, totaling
approximately $4.5 million after tax. Those investments were in an entity that
processes fly ash into building material and a small broadband entity unrelated
to the company's investment in Utilicom Networks.

Vectren's current expectation for 2003 is in the range of $1.65 to $1.75 per
share, including the potential impact of any permanent financing to be completed
in 2003. This guidance is down $0.10 per share from previous announcements due
primarily to the investment write-offs and the impact of the economy, which has
rebounded more slowly than expected. Results for the second quarter of 2003 are
to be released July 22, 2003, and are expected to be below street estimates due
to milder weather in the second quarter and the additional second quarter
charges associated with the investment write-offs. A detailed discussion of the
second quarter results and guidance for the year will be held in Vectren's
scheduled web-cast and teleconference on July 23.

Synthetic Fuel

In other news, Vectren commented on its investment in synthetic fuel operations
in light of recent announcements related to activity in the industry. As
background, Vectren's Coal Mining operations is comprised of Vectren Fuels
(Fuels), which includes its coal mines and related operations and Vectren
Synfuels, Inc. (Synfuels). Synfuels holds one limited partnership unit (an 8.3%
interest) in Pace Carbon Synfuels Investors, LP (Pace Carbon), a Delaware
limited partnership formed to develop, own and operate four projects to produce
and sell coal-based synthetic fuel utilizing Covol technology. Under Section 29
of the Internal Revenue Code, manufacturers receive a tax credit for every ton
of synthetic fuel sold. To qualify for the credits, the synthetic fuel must meet
three primary conditions: 1) there must be a significant chemical change in the
coal feedstock, 2) the product must be sold to an unrelated person, and 3) the
production facility must have been placed in service before July 1, 1998.

In past rulings, the Internal Revenue Service (IRS) has concluded that the
synthetic fuel produced at the Pace Carbon facilities should qualify for Section
29 tax credits. The IRS issued a private letter ruling with respect to the four
projects on November 11, 1997, and subsequently issued an updated private letter
ruling on September 23, 2002. During June 2001, the IRS began a tax audit of
Pace Carbon for the 1998 tax year and later expanded the audit to include tax
years 1999 and 2000. The IRS has requested numerous extensions to the statute of
limitations for the years under audit, but has not advised Pace Carbon of any
intention to disallow credits.

As a partner in Pace Carbon, Vectren has reflected total tax credits under
Section 29 in its consolidated results through March 31, 2003 of approximately
$25 million. Vectren has been in a position to fully utilize the credits
generated and continues to project full utilization. In addition, Fuels receives
synfuel related fees from synfuel producers unrelated to Pace Carbon for a
portion of its coal production.

For fiscal years 2003 and 2004, Vectren has forecast the net income contribution
from synfuels to be approximately $11 to $13 million. This reflects results from
the investment in Pace Carbon as well as synfuel fees, which are expected to be
20-30% of the total synfuel contribution. The increased contribution in 2003
over prior years is primarily due to the relocation and restart of the fourth
plant owned by Pace Carbon and increased synfuel fees at Fuels.

On June 27, 2003, the IRS announced that it has reason to question the
scientific validity of certain test procedures and results that have been
presented to it by certain taxpayers with an interest in synfuel operations.
Accordingly, the IRS has suspended the issuance of private letter rulings
concerning whether a significant chemical change has occurred. In addition, the
IRS indicated that it may revoke existing private letter rulings that relied on
the procedures and results under review if it determines that those test
procedures and results do not demonstrate that a significant chemical change has
occurred.

Vectren does not know the specific nature of the synfuel production procedures
and results that are being reviewed by the IRS. At this time, Vectren cannot
predict the outcome of the IRS's review, when the review will be completed or
the ultimate impact, if any, of the review relative to Vectren's investments in
Pace Carbon. Vectren believes that it is justified in its reliance on the
private letter rulings for the Pace Carbon facilities, that the test results
that Pace Carbon presented to the IRS in connection with its private letter
rulings are scientifically valid, and that Pace Carbon has operated its
facilities in compliance with its private letter rulings and Section 29 of the
Internal Revenue Code.

About Vectren

Vectren Corporation is an energy and applied technology holding company
headquartered in Evansville, Indiana. Vectren's energy delivery subsidiaries
provide gas and/or electricity to over one million customers in adjoining
service territories that cover nearly two-thirds of Indiana and west central
Ohio. Vectren's non-regulated subsidiaries and affiliates currently offer
energy-related products and services to customers throughout the surrounding
region. These services include energy marketing; coal mining; utility
infrastructure services; and broadband communication services. To learn more
about Vectren, visit www.vectren.com.

Safe Harbor for Forward Looking Statements
This document contains forward-looking statements, which are based on
management's beliefs and assumptions that derive from information currently
known by management. Vectren wishes to caution readers that actual results could
differ materially from those contained in this document. Additional detailed
information concerning a number of factors that could cause actual results to
differ materially from the information that is provided to you is readily
available in our report Form 10-K as amended on Form 10-K/A filed with the
Securities and Exchange Commission on June 18, 2003.

Investor Contact  Steven M. Schein, (812) 491-4209, sschein@vectren.com

Media Contact     Jeffrey W. Whiteside, (812) 491-4205, jwhiteside@vectren.com


                                       ###

EX-99.2 SAFE HARBOR

                                                                         EX 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. Forward-looking statements have been and will be
made in written documents and oral presentations of Vectren Utility Holdings,
Inc. and its subsidiaries. Such statements are based on management's beliefs, as
well as assumptions made by and information currently available to management.
When used in Vectren Utility Holdings, Inc.' and its subsidiaries' documents or
oral presentations, 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 Vectren Utility Holdings,
Inc. and its subsidiaries' actual results to differ materially from those
contemplated in any forward-looking statements included, among others, the
following:

|X|  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.

|X|  Increased competition in the energy environment including effects of
     industry restructuring and unbundling.

|X|  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.

|X|  Financial or regulatory accounting principles or policies imposed by the
     Financial Accounting Standards Board, the Securities and Exchange
     Commission (Commission), the Federal Energy Regulatory Commission, state
     public utility commissions, state entities which regulate natural gas
     transmission, gathering and processing, and similar entities with
     regulatory oversight.

|X|  Economic conditions including the effects of an economic downturn or
     recession, inflation rates, and monetary fluctuations.

|X|  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.

|X|  Availability or cost of capital, resulting from changes in Vectren Utility
     Holdings, Inc. and its subsidiaries, including its securities ratings,
     changes in interest rates, and/or market perceptions of the utility
     industry and energy-related industries.

|X|  Employee workforce factors including changes in key executives, collective
     bargaining agreements with union employees, or work stoppages.

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

|X|  Costs and other effects of legal and administrative proceedings,
     settlements, investigations, claims, and other matters, including, but not
     limited to, those described in periodic filings made with the Commission by
     Vectren Corporation and its subsidiaries, Vectren Utility Holdings, Inc.,
     Indiana Gas Company, Inc. and Southern Indiana Gas and Electric Company.

|X|  Changes in federal, state or local legislature requirements, such as
     changes in tax laws or rates, environmental laws and regulations.

Vectren Utility Holdings, Inc. and its subsidiaries undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
changes in actual results, changes in assumptions, other factors affecting such
statements.