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 26, 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


            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 it has reached a definitive agreement with the Indiana Office
of Utility Consumer Counselor (OUCC) regarding the proposed changes to the gas
distribution base rates and charges for its wholly owned subsidiary, Southern
Indiana Gas and Electric Company which does business as Vectren Energy Delivery
of Indiana, Inc. - South. The settlement agreement has been filed with the
Indiana Utility Regulatory Commission (IURC). 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
March 29, 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 South files settlement agreement in
                natural gas base rate proceeding

      99-2      Cautionary Statement for Purposes of the "Safe Harbor"
                Provisions of the Private Securities Litigation Reform Act of
                1995

EX-99.1

                                                                         EX 99-1
                                                    News
                                                    Release


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



FOR IMMEDIATE RELEASE
March 26, 2004

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

                    Vectren South files settlement agreement
                       in natural gas base rate proceeding

Evansville, Ind. -- Vectren Corporation (NYSE: VVC), announced today that its
utility subsidiary, Vectren Energy Delivery of Indiana - South (Vectren South)
has reached a definitive agreement with the Indiana Office of Utility Consumer
Counselor (OUCC) regarding the proposed changes to the base rates and charges
for its gas distribution business in southwestern Indiana. The settlement
agreement was filed today with the Indiana Utility Regulatory Commission (IURC)
and completes a collaborative effort between Vectren South and the OUCC to
streamline one aspect of the formal regulatory review process. The IURC will now
conduct a public review process to consider approval of the filed Settlement.

Vectren South filed a petition with the IURC on March 12, 2004 requesting an
increase in its base rates. That filing indicated the company had reached an
agreement in principle with the OUCC regarding a $5.7 million increase in base
rates to cover the company's cost of operating and maintaining its 3,000-mile
natural gas distribution and storage system in its southwestern Indiana region.
Vectren originally proposed a base gas rate increase of $14.7 million. Because
Vectren South had not sought a rate increase since 1995, its current rates fail
to reflect the fact that over the last nine years, an additional $39 million has
been invested in Vectren South's gas delivery and customer service
infrastructure to serve its customers. Vectren South, which is also known as
Southern Indiana Gas and Electric Company, Inc. (SIGECO), serves more than
110,000 natural gas customers in a nine-county region in southwestern Indiana.

The settlement agreement provides for:
o   A rate increase of $5.7 million
o   An authorized return on equity (ROE) of 10.5 percent
o   An overall cost of capital of 7.41 percent (Return on Rate Base of $112
    million) based on a capital structure with 44 percent equity
o   A rate design for the revenue increase, including a larger service charge,
    intended to address earnings volatility related to weather

The settlement also permits Vectren South to recover the on-going costs
associated with the federal Pipeline Safety Improvement Act of 2002. The
Pipeline Safety Improvement Tracker provides for the deferral and future
recovery of incremental non-capital dollars, capped at $750,000 the first year
and $500,000 thereafter. Costs in excess of the annual cap amounts are deferred
for future recovery.

The proposed rate settlement only addresses "non-gas" costs, including the costs
of constructing, operating and maintaining the company's natural gas system.
These costs generally range from 25 percent to 30 percent of a customer's total
bill. This amount would not include any changes that may occur in the Gas Cost
Adjustment (GCA), which primarily reflects the commodity cost of gas purchased
from its suppliers as well as interstate pipeline and storage costs. Changes in
the commodity cost of gas are set by the market based upon the supply and demand
of natural gas and are reviewed quarterly by the IURC. These commodity gas costs
are passed through the GCA dollar-for-dollar and contain no mark-up or profit by
Vectren.

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

                                                                         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 requency 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.