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) June 6, 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 9.  Regulation FD Disclosure

On June 6, 2003, Vectren Corporation (the Company), the parent company of
Vectren Utility Holdings, Inc. (VUHI), announced a proposed agreement between
Southern Indiana Gas and Electric Company (SIGECO), a wholly-owned subsidiary of
Vectren Corporation, the U.S. Department of Justice, and the U.S. Environmental
Protection Agency that would lead to further improvements in air quality and
resolve the government's pending Clean Air Act claims against SIGECO. The
Vectren Corporation press release is included herein as 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 subsidiary reaches agreement with Department
          of Justice, EPA

     99-2 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 UTILITY HOLDINGS, INC.
June 9, 2003


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

EX-99.1 PRESS REL

                                                               EXHIBIT 99-1

                                                    Vectren Corporation

                                                    P.O. Box 209

                                                    Evansville, IN 47702-0209

June 6, 2003

FOR IMMEDIATE RELEASE


      Vectren subsidiary reaches agreement with Department of Justice, EPA

Evansville, Indiana - Southern Indiana Gas and Electric Company (SIGECO), a
wholly-owned subsidiary of Vectren Corporation (NYSE: VVC), the U.S. Department
of Justice (DOJ), and the U.S. Environmental Protection Agency (EPA) announced a
proposed agreement that would lead to further improvements in air quality and
resolve the government's pending Clean Air Act claims against SIGECO. This
agreement was embodied in a consent decree lodged today in U.S. District Court
in Indiana. SIGECO anticipates that the Court will enter the consent decree
after the mandatory public comment period.

The proposed agreement would resolve a lawsuit filed by the EPA and DOJ in
November of 1999 alleging violations of the new source review provisions of the
Clean Air Act at SIGECO's Culley Generating Station in Yankeetown, Ind. Under
the terms of the proposed agreement, DOJ and EPA have agreed to drop all
challenges of past maintenance and repair activities at the Culley coal-fired
units. In reaching the proposed agreement, SIGECO did not admit to any
allegations alleged in the government's complaint and SIGECO continues to
believe that it acted in accordance with applicable regulations and conducted
only routine maintenance on the units. SIGECO has entered into this proposed
agreement to further its continued commitment to improve air quality and avoid
the cost and uncertainties of litigation. During the course of the litigation,
the government dropped 23 of the original 27 claims. This proposed agreement
would resolve the remaining four claims.

"Our generation facilities operate under strict environmental rules and
regulations," said Vectren Chairman, President and CEO Niel C. Ellerbrook. "This
proposed resolution will enable us to focus upon further investment in
environmental improvements at our electric generation operations rather than
protracted litigation."

Under the proposed agreement, SIGECO has committed to:

     o    either repower Culley Unit 1 (50 MW) with natural gas, which would
          significantly reduce air emissions from this unit, and equip it with
          selective catalytic reduction control technology for further reduction
          of nitrogen oxides, or cease operation of the unit by December of
          2006;

     o    operate the existing selective catalytic reduction control technology
          recently installed on Culley Unit 3 (287 MW) year round at a lower
          emission rate than that currently required under the NOx SIP Call,
          resulting in further nitrogen oxide reductions;

     o    enhance the efficiency of the existing scrubber at Culley Units 2 and
          3 for additional removal of sulphur dioxide emissions;

     o    install a baghouse for further particulate matter reductions at Culley
          Unit 3 by June of 2007;

     o    conduct a Sulphuric Acid Reduction Demonstration Project as an
          environmental mitigation project designed to demonstrate an advance in
          pollution control technology for the reduction of sulfate emissions;
          and

     o    pay a $600,000 civil penalty.

Vectren anticipates that the proposed settlement would result in total capital
expenditures through 2007 in a range of between $16 Million and $28 Million. The
lower level of capital expenditures would occur if SIGECO elects to not repower
Culley Unit 1. Other than the $600,000 civil penalty, SIGECO expects that these
capital expenditures and related operation expenses are properly recoverable
through rates. SIGECO believes that the expenditures for pollution control
equipment provided under this proposed agreement would enable SIGECO to
effectively and affordably meet future environmental requirements at the Culley
units. Further, the expenditures would position the Culley units for continued
operation under ever more stringent pollution control requirements that SIGECO
expects in the next few years, and enhance the units' continued ability to burn
regional and cost-effective high sulphur coal.

Safe Harbor for Forward Looking Statements

This document includes certain information which is "forward looking
information" as defined by the Private Securities Litigation Reform Act of 1995.
Examples include discussions as to our expectations, beliefs, plans, goals,
objectives and future financial or other performance or assumptions concerning
matters discussed in this document. This information, by its nature, involves
estimates, projections, forecasts and uncertainties that could cause actual
results or outcomes to differ substantially from those expressed. The business
is influenced by many factors that are difficult to predict, involve
uncertainties that may materially affect actual results and are often beyond the
ability to control. Vectren has identified a number of these factors in our
filings with the SEC, including its most recent Form 10-K filed with the
Securities and Exchange Commission on March 17, 2003.

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 more than 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 include energy marketing; coal mining; utility infrastructure
services; and broadband communication services. To learn more about Vectren,
visit www.vectren.com.

CONTACTS: Steve Schein, Vice President -Investor Relations, 812-491-4209,
           sschein@vectren.com
          Mike Roeder, Director - Director - Corporate Communications,
           812-491-4143, mroeder@vectren.com

EX-99.2 SAFE HARBOR

                                                                  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. 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.