8-K

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) December 10, 2003


                               VECTREN CORPORATION
             (Exact name of registrant as specified in its charter)



     Commission     Registrant, State of Incorporation,     I.R.S Employer
      File No.         Address, and Telephone Number       Identification No.
     ----------     -----------------------------------    ------------------

      1-15467                Vectren Corporation                 35-2086905
                          (An Indiana Corporation)
                           20 N.W. Fourth Street,
                          Evansville, Indiana 47708
                               (812) 491-4000

      1-16739           Vectren Utility Holdings, Inc.          35-2104850
                          (An Indiana Corporation)
                           20 N.W. Fourth Street,
                          Evansville, Indiana 47708
                               (812) 491-4000
      1-3553      Southern Indiana Gas and Electric Company     35-0672570
                          (An Indiana Corporation)
                           20 N.W. Fourth Street,
                          Evansville, Indiana 47708
                               (812) 491-4000

      1-6494              Indiana Gas Company, Inc.              35-0793669
                          (An Indiana Corporation)
                           20 N.W. Fourth Street,
                          Evansville, Indiana 47708
                               (812) 491-4000

           Former name or address, if changed since last report: N/A






Item 9.  Regulation FD Disclosure

Vectren Corporation (the Company), an energy holding and applied technology
company, will hold an analyst meeting in New York City, Thursday, December 11,
2003 where Niel Ellerbrook, Chairman and CEO; Jerry Benkert, Executive Vice
President and CFO; and Carl Chapman, Executive Vice President and President of
Vectren Enterprises, Inc. will discuss the Company's current financial and
operating results and plans for the future. A copy of the press release is
furnished as Exhibit 99-1 to this Current Report.

Interested parties can listen to the webcast and view the slide presentation,
which will begin at 12:30 P.M. Eastern Standard Time on the Company's website,
www.vectren.com. For those unable to participate during the live webcast, the
call will be archived on the Company's website beginning approximately two hours
after the completion of the Webcast. The archived webcast and slide presentation
will be available at least through January 29, 2004.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby furnishing 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.
These cautionary statements are attached as Exhibit 99-2.





                                   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 CORPORATION
                                      VECTREN UTILITY HOLDINGS, INC.
                                      SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                                      INDIANA GAS COMPANY, INC.
December 11, 2003


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







                                INDEX TO EXHIBITS

The following Exhibits are furnished as part of this Report to the extent
described in Item 9:



 Exhibit Number       Description
 --------------       -----------
      99-1            Press Release - Vectren Corporation Provides 2004 Earnings
                      Guidance
      99-2            Cautionary Statement for Purposes of the "Safe Harbor"
                      Provisions of the Private Securities Litigation Reform Act
                      of 1995

EX-99.1 PRESS REL

                                                                     Exh. 99-1
                                               News
                                               Release

                                                     Vectren Corporation

                                                     P.O. Box 209

                                                     Evansville, IN 47702-0209

FOR IMMEDIATE RELEASE

December 10, 2003
                               Vectren Corporation
                         Provides 2004 Earnings Guidance


Evansville, Indiana - Vectren Corporation (NYSE:VVC) today announced 2004
earnings guidance of $1.60 to $1.75 per share of common stock, attributable to
growth in its core businesses. Vectren also affirmed its prior guidance of $1.55
to $1.65 per share for 2003.

Said Niel C. Ellerbrook, Chairman, President and CEO, "During 2003 we improved
our liquidity and balance sheet as we completed permanent financing strategies,
including the sale of $200 million of debt and $169 million of equity. We
continue to invest capital into our core utility business, which has enabled us
to create significant shareholder value over long periods of time. During 2004
we will initiate regulatory strategies to provide for the timely recovery of
costs and the opportunity to earn fair returns on our invested capital. We would
expect 2005 would further benefit from the full period of new returns allowed
through implementation of these ratemaking strategies. We are also projecting
strong growth in our nonregulated businesses primarily through improved yield
and pricing arrangements within our coal mining operations and improved
operations in our core nonregulated business segments."

Senior management will discuss the Company's corporate strategies and provide
financial and operating expectations during an analyst conference being held
tomorrow, Thursday, December 11, 2003 at 12:30 EST in New York City. You are
invited to listen to the live Webcast and view the supporting slides by
accessing the Investor Relations link on Vectren's Web site at www.Vectren.com.
Interested parties may also view the slide presentation and listen to the
Webcast replay via Vectren's Web site beginning two hours after the completion
of the Webcast.

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 Corporation 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 Corporation 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 the Vectren Corporation and
its subsidiaries' actual results to differ materially from those contemplated in
any forward-looking statements included, among others, the following:

o    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.

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

o    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.

o    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 electric and
     natural gas transmission and distribution, natural gas gathering and
     processing, electric power supply; and similar entities with regulatory
     oversight.

o    Economic conditions including the effects of an economic downturn,
     inflation rates, and monetary fluctuations.

o    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.

o    The performance of projects undertaken by the Company's nonregulated
     businesses and the success of efforts to invest in and develop new
     opportunities, including but not limited to, the realization of Section 29
     income tax credits and the Company's coal mining, gas marketing, and
     broadband strategies.

o    Direct or indirect effects on our business, financial condition or
     liquidity resulting from a change in our credit rating, changes in interest
     rates, and/or changes in market perceptions of the utility industry and
     other energy-related industries.

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

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

o    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.

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

Vectren Corporation 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, or other factors affecting such
statements.