vuhi_s3ex25.htm

EXHIBIT 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

_______________________________________________________

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Richard Prokosch

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3918

(Name, address and telephone number of agent for service)

Vectren Utility Holdings, Inc.

Southern Indiana Gas and Electric Company

Indiana Gas Company, Inc.

Vectren Energy Delivery of Ohio, Inc.

(Issuer with respect to the Securities)

Indiana Indiana Indiana and Ohio Ohio	35-2104850 35-0672570 35-0793669 35-2107003
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Vectren Square Evansville, Indiana	47708
(Address of Principal Executive Offices)	(Zip Code)

Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee.*

A copy of the certificate of authority of the Trustee to commence business.*

A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

A copy of the existing bylaws of the Trustee.**

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of June 30, 2007 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-145601 filed on August 21, 2007.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 17th of September, 2007.

		By:	/s/ Richard Prokosch
			Richard Prokosch
			Vice President




By:	/s/ Raymond Haverstock
	Raymond Haverstock
	Vice President

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: September 17, 2007

		By:	/s/ Richard Prokosch
			Richard Prokosch
			Vice President




By:	/s/ Raymond Haverstock
	Raymond Haverstock
	Vice President

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2007

($000’s)

	6/30/2007
Assets
Cash and Due From Depository Institutions	$	6,570,622
Securities		38,972,163
Federal Funds		3,771,433
Loans & Lease Financing Receivables		144,255,624
Fixed Assets		2,389,792
Intangible Assets		12,181,700
Other Assets		12,884,541
Total Assets	$	221,025,875

Liabilities
Deposits	$	133,727,871
Fed Funds		11,750,444
Treasury Demand Notes		0
Trading Liabilities		241,301
Other Borrowed Money		38,213,977
Acceptances		0
Subordinated Notes and Debentures		7,697,466
Other Liabilities		7,434,860
Total Liabilities	$	199,065,919

Equity
Minority Interest in Subsidiaries	$	1,537,943
Common and Preferred Stock		18,200
Surplus		12,057,531
Undivided Profits		8,346,282
Total Equity Capital	$	21,959,956

Total Liabilities and Equity Capital	$	221,025,070

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:	/s/ Richard Prokosch
	Vice President

Date: September 17, 2007