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) March 12, 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

  1-3553    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, announced the filing for a general gas rate increase by its wholly
owned subsidiary Southern Indiana Gas and Electric Company which does business
as Vectren Energy Delivery of Indiana - South. 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.
                                      SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                                      INDIANA GAS COMPANY, INC.
March 12, 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 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

                                                                         EX 99-1

                                                                            News
                                                                         Release


                               Vectren Corporation
                                  P.O. Box 209
                            Evansville, IN 47702-0209
FOR IMMEDIATE RELEASE
March 12, 2004

Vectren Contact:  Media - Mike Roeder (812) 491-4143 or mroeder@vectren.com
Vectren Investor Relations - Steve Schein, 812-491-4209 or sschein@vectren.com
OUCC Contact: Media - Anthony Swinger, (317) 233-2747 or aswinger@oucc.in.gov

           Vectren South seeks approval of new natural gas base rates

Evansville, Ind. -- Vectren Energy Delivery of Indiana - South (Vectren South),
a subsidiary of Vectren Corporation (NYSE: VVC), filed a petition today with the
Indiana Utility Regulatory Commission (IURC) to adjust its base rates and
charges for its gas distribution business in southwestern Indiana, including
Vanderburgh, Posey, Warrick, Gibson, Knox, Daviess, Spencer, Pike and Dubois
counties. If the filing is approved, Vectren South expects to increase its base
(non-gas cost) rates by approximately $5.7 million to cover the ongoing cost of
operating and maintaining the approximately 3,000-mile distribution and storage
system used to serve more than 110,000 customers.

The petition indicates that Vectren South has reached an agreement in principle
with the Indiana Office of Utility Consumer Counselor (OUCC) regarding the
proposed changes to the rates and charges. In an effort to streamline one aspect
of the formal regulatory review process, Vectren South and the OUCC have been
engaged for several months in an intensive review of a proposed adjustment to
base rates. As a result of that process, subject to finalization of the
agreement in principle, Vectren South has agreed to reduce its original proposed
$14.7 million increase by more than 60 percent resulting in a $5.7 million
request to the IURC. The agreement in principle further provides for Vectren
South's recovery through a tracking mechanism of costs required to comply with a
new federal law dealing with pipeline safety. Vectren South and the OUCC
continue to meet in order to finalize the agreement in principle.

If finalized by the OUCC and ultimately approved by the IURC, the agreement in
principle would result in about a 5 percent increase for the typical Vectren
South residential customer who uses natural gas to heat his/her home. The
proposal will not affect the electric portion of Vectren South customer bills,
nor will the proposal impact current rates for Vectren North gas customers. If
the requested rate adjustment is approved, Vectren South's residential customers
will still have among the lowest gas residential bill totals in Indiana.

As required by the regulatory process, Vectren South will be required to submit
information substantiating the proposed adjustment to its base rates. During the
processing of the case by the IURC, there will also be one or more public
hearings conducted regarding the proposal, including a public field hearing in
Evansville at a date and location to be determined.

The petition only addresses Vectren South'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 maintain the pipes,
other equipment and systems that are used to deliver gas across Vectren South's
system to its customers. The remaining 70 to 75 cents of each dollar represent
the actual cost of the gas used by customers. That gas is purchased on the
competitive wholesale market by Vectren South on behalf of its customers and its
actions are subject to regulatory scrutiny under the state's Gas Cost Adjustment
(GCA) procedures to ensure its purchasing actions are reasonable. Every three
months, the IURC reviews Vectren South's actual gas purchase costs to ensure
that those costs are reasonable. Under Indiana regulation, Vectren South is not
allowed to make a profit on the cost of gas.

Today's base rate filing marks the first time Vectren South has filed a request
for a base rate increase since 1995. As a result of that 1995 request, Vectren
South's existing base rates went into effect in 1996. Over the past eight years,
Vectren South has managed its operations in a way that enabled it to avoid an
increase for its "non-gas" costs. However, during that time frame, the company
has invested nearly $28 million in its natural gas delivery infrastructure,
which is not reflected in its current base rates. Also, since 1996, the amounts
paid for income and gross receipts taxes, health care, labor and other operating
costs have increased.

"It has been nearly nine years since we last sought to adjust our base rates.
Given this passage of time, we need an increase to recover the costs associated
with providing our customers with safe and reliable gas service. The primary
driver is our investment of nearly $28 million in infrastructure upgrades" said
Bill Doty, Vectren's executive vice president of utility operations. "A strong
utility infrastructure is a critical component to southwestern Indiana's
continued economic growth. Adjusting our base rates to reflect this investment
is important to our efforts to sustain and promote the service reliability that
is critical to our customers and the economic well-being of businesses in our
service territory."

"OUCC and Vectren staff have worked diligently over the past seven months to
find a fair resolution to Vectren South's request," said Anne E. Becker,
Indiana's Utility Consumer Counselor, the statutory representative of Indiana
utility customers. " After extensive investigation and scrutiny, our office has
arrived at an agreement in principle that fairly balances our interest in
keeping consumers' base gas rates as low as reasonably possible with Vectren
South's interest and right in having an opportunity to earn an appropriate
profit while meeting its obligation to provide consumers with safe and reliable
gas service."

The merger in early 2000 of Indiana Energy, Inc. and SIGCORP, Inc. to create
Vectren, combined with the acquisition later in that same year of the natural
gas distribution assets of The Dayton Power & Light Company, has contributed to
the ability to delay the need to seek a rate increase by creating a larger
customer base to more efficiently spread operating costs across the companies.


"We have achieved great cost savings since the merger and have made significant
investments in both our infrastructure and the state's economy. We are proud to
have opened a state-of-the-art call center in Evansville serving one million
customers. The consolidated call center and its associated technologies are
among the examples of the savings enjoyed by all customers since the last base
rate increase," Doty said.

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.

About the OUCC
The Indiana Office of Utility Consumer Counselor (OUCC) is the state agency that
represents the interests of all utility consumers and the public in matters
related to the provision of utility services. The agency is active in
proceedings before regulatory and legal bodies, and committed to giving
consumers a voice in the creation of utility service policy. Consumers with
questions or concerns regarding utility service can contact the OUCC toll-free
at 1-888-441-2494 or on the World Wide Web at www.IN.gov/OUCC.

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 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.