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) April 19, 2004


                               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

  1-6494                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 Energy Delivery of Ohio (VEDO), a subsidiary of Vectren Corporation (the
Company), an energy holding and applied technology company, announced it has
issued a pre-filing notice to the Public Utilities Commission of Ohio (PUCO) for
a request to adjust base rates and charges for VEDO's gas distribution business
in a 17-county region covering west central Ohio. A copy of the press release is
furnished as Exhibit 99-1 to this Current Report.

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.
                                          INDIANA GAS COMPANY, INC
April 19, 2004


                                          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 Energy Delivery of Ohio seeks approval of
               new natural gas base rates
  99-2         Cautionary Statement for Purposes of the "Safe Harbor" Provisions
               of the Private Securities Litigation Reform Act of 1995

EX-99.1 PRESS RELEA

                                                                         EX 99-1
                                                     News
                                                     Release


                                                     Vectren Corporation
                                                     P.O. Box 209
                                                     Evansville, IN  47702-0209

FOR IMMEDIATE RELEASE
April 16, 2004

Contact:  Media - Jeff Whiteside, (812) 491-4205 or jwhiteside@vectren.com
Investor Relations - Steve Schein, (812) 491-4209 or sschein@vectren.com

                         Vectren Energy Delivery of Ohio
                  seeks approval of new natural gas base rates

Dayton, Ohio -- Vectren Energy Delivery of Ohio (VEDO), a subsidiary of Vectren
Corporation (NYSE: VVC), issued a pre-filing notice today to the Public
Utilities Commission of Ohio (PUCO) of a request to adjust base rates and
charges for VEDO's gas distribution business in a 17-county region covering west
central Ohio. If the filing is approved, VEDO expects to increase base rates by
approximately $25 million to cover the ongoing cost of operating, maintaining
and expanding the approximately 5,200-mile distribution system used to serve
more than 310,000 customers.

The official application is expected to be filed in late May.

If approved, the typical VEDO residential customer who uses natural gas to heat
his/her home would see less than an 8 percent increase on the annual bill total.
VEDO's request is subject to review and approval by the PUCO.

Today's base rate filing marks the first time in 13 years a request has been
filed for a base ("non-gas-costs") rate increase for the VEDO customer base.
During this time period, operations have been managed efficiently to avoid an
increase in "non-gas costs." However, investments made to serve VEDO customers
have exceeded $135 million, and those investments are not reflected in current
base rates. Also, health care, labor and other operating costs continue to
generate upward pressure on expenses, and a new federal law related to natural
gas pipeline safety will result in a significant increase in costs.

"It has been about 13 years since the last adjustment in our customers' base
rates. Given this passage of time, an increase is needed to recover the costs
associated with providing our customers with safe and reliable gas service. The
primary driver is the significant investment in infrastructure upgrades over
this time period," said President of Vectren Energy Delivery of Ohio, Steve
Bramlage. "A strong utility infrastructure is critical to west central Ohio's
continued economic growth. Adjusting our base rates to reflect this investment
is important to our efforts to continue to attract the necessary capital to
sustain and promote the service reliability that is critical to our customers."

The petition only addresses VEDO's "non-gas costs," which represent between 25
and 30 cents of every dollar paid by customers for their gas service. These
"non-gas costs" are incurred to build, operate and

                                    - more -






maintain the pipes, other equipment and systems that are used to deliver gas
across VEDO's system to its customers. The remaining 70 to 75 cents of each
dollar represents the cost of the gas used by customers. That gas is purchased
on the wholesale market by VEDO on behalf of its customers, and its purchasing
actions are subject to ongoing regulatory scrutiny by the PUCO under the state's
Gas Cost Recovery (GCR) procedures to ensure those actions are reasonable. Under
Ohio regulation, VEDO is not allowed to make a profit on the cost of gas.

The filing also includes a conservation tariff that heightens the company's
promotion of home weatherization and energy conservation. The tariff provides
resources for consumers to decrease natural gas usage through energy efficiency
measures, and it allows the company to proactively sponsor conservation.

VEDO serves all or a portion of Auglaize, Butler, Champaign, Clark, Clinton,
Darke, Fayette, Greene, Highland, Logan, Madison, Miami, Montgomery, Pickaway,
Preble, Shelby and Warren counties.

About Vectren Corporation
Vectren Corporation is an energy and applied technology holding company
headquartered in Evansville, Indiana. Vectren's regulated energy delivery
subsidiaries provide gas and/or electricity to nearly 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 midwest
and southeast. These include gas marketing and related services; coal production
and sales; 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 on Form 10-K filed with the Securities and Exchange
Commission on February 26, 2004.

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 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; 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 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, other factors affecting such
statements.