Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

                                  CERTIFICATION
By signing below, each of the undersigned officers hereby certifies pursuant to
18 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that, to his or her knowledge, (i) this Annual Report on Form 10-K
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in this report fairly
presents, in all material respects, the financial condition and results of
operations of Vectren Utility Holdings, Inc.

         Signed this 23rd day of February, 2005.



/s/ Jerome A. Benkert, Jr.               /s/ Niel C. Ellerbrook
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(Signature of Authorized Officer)        (Signature of Authorized Officer)

Jerome A. Benkert, Jr.                   Niel C. Ellerbrook
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(Typed Name)                             (Typed Name)

Executive Vice President & Chief
Financial Officer                        Chairman & Chief Executive Officer
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(Title) (Title)