As Filed with the Securities and Exchange Commission on April 1, 2003
                                                    Registration No.  333-104186


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                               AMENDMENT NO. 1 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                               VECTREN CORPORATION
             (Exact Name of Registrant as Specified in its Charter)
                                     Indiana
         (State or Other Jurisdiction of Incorporation or Organization)
                                   35-2086905
                     (I.R.S. Employer Identification Number)

                                                 SOUTHERN INDIANA GAS AND
   VECTREN UTILITY HOLDINGS, INC.                   ELECTRIC COMPANY
    (Exact Name of Registrant as               (Exact Name of Registrant as
     Specified in its Charter)                   Specified in its Charter)
            Indiana                                      Indiana
   (State or Other Jurisdiction of           (State or Other Jurisdiction of
    Incorporation or Organization)            Incorporation or Organization)
             35-2104850                                35-0672570
   (I.R.S. Employer Identification           (I.R.S. Employer Identification
              Number)                                   Number)

      INDIANA GAS COMPANY, INC.           VECTREN ENERGY DELIVERY OF OHIO, INC.
    (Exact Name of Registrant as              (Exact Name of Registrant as
     Specified in its Charter)                  Specified in its Charter)
           Indiana and Ohio                               Ohio
   (State or Other Jurisdiction of            (State or Other Jurisdiction
    Incorporation or Organization)             Incorporation or Organization)
             35-0793669                                 35-2107003
   (I.R.S. Employer Identification             (I.R.S. Employer Identification
             Number)                                     Number)


                              20 N.W. Fourth Street
                            Evansville, Indiana 47708
                                 (812) 491-4000
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)
                                ----------------

                               Ronald E. Christian
                     Senior Vice President, General Counsel
                    and Secretary of Vectren Corporation and

                     Senior Vice President and Secretary of
           Vectren Utility Holdings, Inc., Indiana Gas Company, Inc.,
                  Southern Indiana Gas and Electric Company and
                      Vectren Energy Delivery of Ohio, Inc.

                              20 N.W. Fourth Street
                            Evansville, Indiana 47708
                                 (812) 491-4000
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                   COPIES TO:
                               Catherine L. Bridge
                               Barnes & Thornburg
                            11 South Meridian Street
                           Indianapolis, Indiana 46204
                                 (317) 236-1313




     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the registration statement becomes effective.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. / /

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, please check the following box. /X/

     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. / /

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. / /

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /


                            -------------------------

                         CALCULATION OF REGISTRATION FEE

                                                                  Proposed maximum         Proposed maximum
Title of each class of                    Amount to be            offering price per       aggregate offering        Amount of
securities to be registered(1)            registered (2)(3)       unit (3)                 price (3)             registration fee(8)

VECTREN CORPORATION
Common stock, no par value, and
                                                                                                        
 common stock purchase rights (4)           $150,000,000
VECTREN UTILITY HOLDINGS, INC.
 Debt securities(5)                         $200,000,000
INDIANA GAS COMPANY, INC.
 Guarantee of debt securities (6)(7)
SOUTHERN INDIANA GAS AND
ELECTRIC COMPANY
 Guarantee of debt securities (6)(7)
VECTREN ENERGY DELIVERY OF OHIO, INC.
 Guarantee of debt securities (6)(7)
---------------
Total                                       $350,000,000                                      $350,000,000          (8)


(1)  Any  securities  registered  on  this  Registration  Statement  may be sold
     separately   or  as  units  with  other   securities   registered  on  this
     Registration  Statement  and may  include  hybrid  securities,  including a
     combination of features of certain of the securities listed below.

(2)  Estimated  in  accordance  with  Rule  457(o)  solely  for the  purpose  of
     calculating  the  registration  fee.  Such  amount  as shall  result  in an
     aggregate offering price for all Common Stock of Vectren Corporation not to
     exceed  $150,000,000 and debt securities of Vectren Utility Holdings,  Inc.
     not to exceed $200,000,000.

(3)  Not  specified  as  to  each  class  of  securities   pursuant  to  General
     Instruction II(D) of Form S-3 under the Securities Act of 1933, as amended.

(4)  No  additional  consideration  will be paid for the common  stock  purchase
     rights.

(5)  If any debt securities are issued at a discount, then the aggregate initial
     offering   price  as  so   discounted   shall  not   exceed   $200,000,000,
     notwithstanding  that the  principal  amount  of such debt  securities  may
     exceed such amount.

(6)  No separate consideration will be paid for the guarantees.

(7)  This  registration  statement  is deemed to include the  obligations  under
     guarantees by Indiana Gas Company,  Inc., Southern Indiana Gas and Electric
     Company and Vectren  Energy  Delivery of Ohio,  Inc. as  described  herein.

(8)  The  registrants  previously paid a filing fee of $28,315 on or about April
     1, 2003 when it filed the initial  Form S-3 to which this  Amendment  No. 1
     relates.
                            ------------------------

The registrants  hereby amend this registration  statement on such date or dates
as may be necessary to delay its effective date until the registrants shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act of 1933, as amended,  or until this registration  statement shall
become effective on such date as the commission, acting pursuant to said Section
8(a), may determine.


The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities,  and we are  not  soliciting  offers  to buy  these
securities in any jurisdiction where the offer or sale is not permitted.


PROSPECTUS

                             Subject to Completion,
                   Preliminary Prospectus dated March 31, 2003


                                  $150,000,000

                               VECTREN CORPORATION
                                  Common Stock
                       (and Common Stock Purchase Rights)



                                  $200,000,000

                         VECTREN UTILITY HOLDINGS, INC.
                                 Debt Securities



SOUTHERN INDIANA GAS AND                            INDIANA GAS COMPANY, INC.
   ELECTRIC COMPANY                               Guarantee of Debt Securities
Guarantee of Debt Securities

                             VECTREN ENERGY DELIVERY
                                  OF OHIO, INC.
                          Guarantee of Debt Securities


o    Vectren  Corporation  may offer from time to time up to $150,000,000 of its
     common stock.

     The  common  stock of Vectren  Corporation  is listed on the New York Stock
     Exchange under the symbol "VVC".

o    Vectren  Utility  Holdings,  Inc.  a wholly  owned  subsidiary  of  Vectren
     Corporation,  may  offer  from  time  to  time  up to  $200,000,000  of its
     non-convertible investment grade debt securities, guaranteed by each of its
     wholly  owned  subsidiaries,  Southern  Indiana Gas and  Electric  Company,
     Indiana Gas Company, Inc. and Vectren Energy Delivery of Ohio, Inc.

o    We may sell the securities through agents, to or through  underwriters,  or
     through  dealers,  directly by us to purchasers or through a combination of
     these methods for sale. See "Plan of Distribution" for more information.

o    We will provide the specific  terms of these  securities in  supplements to
     this prospectus.

o    You should read this  prospectus and the applicable  prospectus  supplement
     relating  to the  specific  offering  of  securities  carefully  before you
     invest.

o    This prospectus may not be used to sell securities unless  accompanied by a
     prospectus supplement.



Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved  of these  securities or determined  that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.


                             ----------------------


              The date of this prospectus is __________ ____, 2003






                                TABLE OF CONTENTS

   About this Prospectus...................................................... 1
   Forward-Looking Statements................................................. 2
   Vectren Corporation and Subsidiary Companies............................... 3
   Use of Proceeds............................................................ 4
   Ratio of Earnings to Fixed Charges......................................... 4
   Description of Stock....................................................... 5
   Description of the Debt Securities......................................... 7
   Plan of Distribution.......................................................19
   Legal Matters..............................................................20
   Experts....................................................................20
   Where You Can Find More Information........................................20
   Incorporation of Information We File with the SEC..........................20

                                 --------------


                              ABOUT THIS PROSPECTUS

     This  prospectus  is part of a  registration  statement on Form S-3 that we
filed  with  the  Securities  and  Exchange   Commission   utilizing  a  "shelf"
registration  process.  Under this shelf process,  Vectren  Corporation may from
time to time sell shares of its common  stock in one or more  offerings up to an
initial offering price of $150,000,000,  and Vectren Utility Holdings,  Inc. may
from time to time sell debt securities in one or more offerings up to an initial
offering  price of  $200,000,000.  This  prospectus  provides you with a general
description  of the  securities we may offer.  Each time we sell any  securities
under this prospectus, we will provide a prospectus supplement that will contain
specific  information  about the terms of that offering.  Material U.S.  federal
income tax  considerations  applicable  to the offered  securities  will also be
discussed in the applicable prospectus supplement. The prospectus supplement may
also add,  update or change  information  contained in this  prospectus.  If the
descriptions  of the applicable  securities vary between this prospectus and the
prospectus  supplement,  you should rely on the  information  in the  prospectus
supplement.  You should read both this  prospectus  and the  related  prospectus
supplement  together  with  additional  information  described  below  under the
heading "Where You Can Find More Information" and  "Incorporation of Information
We File with the SEC."

     You  should  rely only on the  information  contained  or  incorporated  by
reference in this prospectus or the related prospectus  supplement.  We have not
authorized  anyone to provide you with different or additional  information.  If
anyone  provides you with  different or additional  information,  you should not
rely  on it.  We are  not  making  an  offer  to sell  these  securities  in any
jurisdiction  where the offer or sale is not  permitted.  You should assume that
the information  contained in this prospectus is accurate only as of the date on
the  cover  page of this  prospectus,  and that  the  information  contained  in
documents  incorporated  by reference in this  prospectus is accurate only as of
the date of those  documents.  Our  business,  financial  condition,  results of
operations and prospects may have changed since those dates.

                                ----------------

     Unless otherwise indicated, the terms "we," "us" and "our" refer to Vectren
Corporation and, where appropriate, our subsidiary companies.



                           FORWARD-LOOKING STATEMENTS

     Statements  contained  or  incorporated  by  reference  in this  prospectus
regarding future events and developments are "forward-looking statements" within
the  meaning  of  Section  27A of the  Securities  Act of 1933.  Forward-looking
statements are based on management's beliefs as well as assumptions made by, and
information  currently  available to,  management.  Because those statements are
based on  expectations  and not  historical  facts,  actual  results  may differ
materially from those projected in the particular statements.  Important factors
that could cause  future  results to differ  include  those  listed  under "Risk
Factors" and the following:


     o    Weather conditions;

     o    The federal and state  regulatory  environment,  including  changes in
          rate-setting and cost-recovery  policies,  environmental  regulations,
          tax or accounting  matters and other laws and  regulations to which we
          are subject;

     o    The economic climate, including inflation rates and monetary policies;

     o    Unusual  or  unanticipated  changes  in  normal  business  operations,
          including unusual maintenance or repairs;

     o    Fluctuation in supply,  demand,  transmission  capacity and prices for
          energy commodities;

     o    Customer  growth  within  our  service   territories  and  changes  in
          customers' usage patterns and energy preferences;

     o    Financial  market  conditions,  including  changes in  availability of
          capital or interest rate fluctuations;

     o    Our ability to carry out our marketing and sales plans, along with the
          ability to realize synergies associated with our merger and investment
          strategies;

     o    The performance of projects undertaken by our 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  our  coal  mining,   gas  marketing  and  broadband
          strategies;

     o    Employee workforce factors, including changes in collective bargaining
          unit agreements, strikes or work stoppages; and

     o    Direct or indirect  effects on our  business,  financial  condition or
          liquidity resulting from a change in our credit ratings.

     These and other  matters are  difficult  to predict and many are beyond our
control,  including those we discuss in this prospectus and our filings with the
Securities  and  Exchange  Commission.  Accordingly,  you should not rely on the
accuracy  of  predictions   contained  in  forward-looking   statements.   These
statements  speak  only as of the  date of this  prospectus  or,  in the case of
documents incorporated by reference,  as of the date of those documents,  and we
undertake no obligation to update these statements in the future.







                             VECTREN CORPORATION and
                              Subsidiary Companies


     Vectren Corporation ("Vectren") is an energy and applied technology holding
company headquartered in Evansville,  Indiana. Our operations began on March 31,
2000 through the  combination of two  Indiana-based  companies,  Indiana Energy,
Inc. ("Indiana Energy") and SIGCORP, Inc.  ("SIGCORP").  On October 31, 2000, we
acquired  the  natural  gas  distribution  assets of the Dayton  Power and Light
Company, located in West Central Ohio (the "Ohio operations").  We segregate our
businesses into  regulated,  which includes gas and electric  utility  services,
nonregulated, and corporate and other business segments. We are a public utility
holding company.  Our wholly owned subsidiary,  Vectren Utility  Holdings,  Inc.
("Utility  Holdings"),  is  the  intermediate  holding  company  for  our  three
operating public utilities:  Indiana Gas Company, Inc. ("Indiana Gas"), formerly
a wholly owned  subsidiary of Indiana Energy,  Southern Indiana Gas and Electric
Company ("Southern Indiana Gas"), formerly a wholly owned subsidiary of SIGCORP,
and the Ohio operations.

     o    Indiana Gas  provides  natural  gas  distribution  and  transportation
          services to a diversified  customer base in 311  communities  in 49 of
          Indiana's 92 counties.

     o    Southern Indiana Gas provides electric generation,  transmission,  and
          distribution services to 8 counties in southwestern Indiana, including
          Evansville,  and participates in the wholesale power market.  Southern
          Indiana Gas also provides natural gas distribution and  transportation
          services to 10 counties in southwestern Indiana, including Evansville.

     o    The   Ohio   operations   provide   natural   gas   distribution   and
          transportation services to 17 counties in west central Ohio, including
          Dayton.  The Ohio  operations  are  owned as a  tenancy  in  common by
          Vectren Energy  Delivery of Ohio, Inc.  ("Vectren of Ohio"),  a wholly
          owned subsidiary (53% ownership), and Indiana Gas (47% ownership).


     We are also involved in nonregulated  activities in three primary  business
areas: Coal Mining, Energy Marketing and Services, and other businesses.

     o    Coal  Mining  mines and sells coal to our  utility  operations  and to
          other  parties and generates  Internal  Revenue  Service  ("IRS") Code
          Section 29  investment  tax  credits  relating  to the  production  of
          coal-based synthetic fuels.

     o    Energy  Marketing  and Services  provides  natural gas and fuel supply
          management to our utility  operations and to other parties and engages
          in performance-based energy contracting services.

     o    In  addition,   the  nonregulated   group  has  investments  in  other
          businesses  that invest in  energy-related  opportunities  and provide
          utility infrastructure  services,  broadband  communications services,
          municipal  broadband  consulting,  retail services and real estate and
          leveraged lease investments.

     Vectren  was  incorporated  under  the laws of  Indiana  on June 10,  1999;
Utility Holdings was  incorporated  under the laws of Indiana on March 31, 2000;
Indiana  Gas was  incorporated  under the laws of Indiana  on July 16,  1945 and
under the laws of Ohio on June 7, 2000;  Southern  Indiana Gas was  incorporated
under the laws of Indiana on June 10, 1912; and Vectren of Ohio was incorporated
under the laws of Ohio on November 29, 1999.  Our corporate  offices are located
at 20 N.W. Fourth Street,  Evansville,  Indiana 47708.  Our telephone  number is
(812) 491-4000.









                                 USE OF PROCEEDS

     Unless the prospectus  supplement indicates otherwise,  we will use the net
proceeds we receive from the sale of the securities described in this prospectus
for  general  corporate  purposes,   which  may  include  reducing   outstanding
short-term  debt  obligations  (including  debt incurred  through our commercial
paper program),  financing  future  acquisitions,  financing the development and
construction of new facilities,  additions to working capital, reductions of the
indebtedness of our subsidiaries,  and financing of capital expenditures. We may
invest funds not immediately required for such purposes in short-term investment
grade securities.  The amount and timing of sales of the securities described in
this prospectus will depend on market  conditions and the  availability to us of
other funds.


                       RATIO OF EARNINGS TO FIXED CHARGES

     The following  table sets forth the historical  ratios of earnings to fixed
charges for Utility  Holdings for the periods  indicated.  This  information has
been restated to reflect the  reorganization of Indiana Gas and Southern Indiana
Gas into subsidiary companies of Utility Holdings.



                                                                       Fiscal Year Ended December 31,
                                                   -----------------------------------------------------------------------
                                                       2002           2001         2000(1)         1999          1998
                                                       ----           ----         -------         ----          ----

                                                                                                  
Ratio of Earnings to Fixed Charges                       3.1x         1.8x           2.8x          4.0x          3.8x

-------------------------------

     (1)  Includes two months of the Ohio operations.

     For the purpose of computing these ratios,  earnings  consist of pretax net
income before income  (losses) from equity  investees,  fixed charges,  and less
preferred stock dividends of a consolidated subsidiary. Fixed charges consist of
total  interest,  amortization  of  debt  discount,  premium  and  expense,  the
estimated  portion of interest implicit in rentals and preferred stock dividends
of a consolidated subsidiary.  The ratio of earnings to fixed charges for fiscal
2000, excluding  merger-related costs of $44.1 million, would have been 3.7x. In
June 2001, Utility Holdings began implementing a restructuring plan to eliminate
administrative and supervisory positions in its utility operations and corporate
office.  The ratio of  earnings  to fixed  charges  for the  fiscal  year  ended
December  31,  2001,  excluding  merger  related  costs  of  $12.4  million  and
restructuring-related charges of $15.0 million, would have been 2.2x.









                              DESCRIPTION OF STOCK

General


     We may issue common stock from time to time. The total amount of authorized
capital stock of Vectren is  480,000,000  shares of common stock and  20,000,000
shares of preferred  stock.  As of March 24, 2003,  68,070,500  shares of common
stock and no  shares  of  preferred  stock  were  issued  and  outstanding.  The
following  summary  highlights  the  material  provisions  of  our  Articles  of
Incorporation,  our bylaws and the Indiana  Business  Corporation  Law  ("IBCL")
relating to our capital stock. You should read our articles,  our bylaws and the
applicable provisions of the IBCL.


Board of Directors


     Our Articles and bylaws contain provisions that are intended to enhance the
likelihood  of  continuity  and  stability  in the  composition  of our board of
directors and which may have the effect of delaying,  deferring, or preventing a
future takeover or change in control of Vectren unless the takeover or change in
control is approved by the board.  The Articles provide for a minimum of one and
a maximum of sixteen members of the board,  the actual number to be specified by
the  bylaws,  which  currently  set the number of  directors  at  thirteen.  The
Articles also provide that the bylaws may provide for classes of  directors.  In
accordance  therewith,  there are  currently  three  classes of directors on the
board.  Notice  of  nominations  of  persons  to the  board  may be  made by our
shareholders  and  must be sent to us not less  than 90 nor  more  than 120 days
before the meeting at which directors will be elected.


Common Stock


Dividends and Rights upon Liquidation


     The  holders  of our  outstanding  common  stock are  entitled  to  receive
dividends out of assets legally  available at the time and in the amounts as the
board of  directors  may from time to time  determine.  Our common  stock is not
convertible or  exchangeable  into other  securities,  and the holders of common
stock  have  no  preemptive  or  subscription  rights  to  purchase  any  of our
securities. Upon our liquidation,  dissolution or winding up, the holders of our
common  stock are  entitled to receive pro rata the assets of Vectren  which are
legally available for distribution,  after payment of all of our debts and other
liabilities  and subject to the prior rights of holders of any  preferred  stock
then outstanding.

Voting Rights


     Each  outstanding  share of our common stock is entitled to one vote on all
matters submitted to a vote of our shareholders. Except as otherwise required by
law or our  Articles,  the  holders of our common  stock  vote  together  on all
matters  submitted  to a vote of the  shareholders,  including  the  election of
directors. The bylaws provide that the representation, in person or by proxy, of
a  majority  of the stock  outstanding  and  entitled  to vote at a  meeting  of
shareholders  constitutes a quorum for conducting business. The Articles provide
that the  following  actions  may be taken  only  with the  affirmative  vote of
holders of 80% of the combined voting power of our outstanding stock entitled to
vote:


     o    removal for cause of a director;

     o    amendment or repeal of the provision  regarding  director  removal for
          cause; and

     o    certain  business  combinations  unless the  business  combination  is
          approved  by a  majority  of  continuing  directors  or  the  business
          combination satisfies a fair price test.

A "continuing  director" means any member of the board who is unaffiliated  with
the other party to a business  combination which is the beneficial owner of more
than 10% of the  voting  power of our  stock  and who was a member  of the board
prior to the time that such  other  party to a business  combination  became the
beneficial  owner of more than 10% of the  voting  power of our  stock,  and any
successor of a continuing director who is unaffiliated with the other party to a
business  combination  and is recommended to succeed a continuing  director by a
majority of continuing directors then on the board.



Advance Notice of Shareholder Business; Special Meetings of Shareholders


     Notice of any business proposed by a Vectren shareholder to be conducted at
any  meeting of  shareholders  must be sent to us not less than 90 nor more than
120 days before the meeting at which the business is conducted. The board or our
Chief  Executive  Officer may call  special  meetings of our  shareholders.  Our
shareholders  have no right to call a special meeting of the  shareholders or to
amend the bylaws.


     Our shares of common stock are traded on the New York Stock  Exchange under
the symbol "VVC." The transfer agent and registrar for Vectren's common stock is
National City Bank.


Preferred Stock


     The board may,  without  further action by our  shareholders,  from time to
time,  direct the issuance of preferred  stock in series and may, at the time of
issuance,  determine the rights,  preferences  and  limitations  of each series.
Satisfaction  of any dividend  preferences of outstanding  preferred stock would
reduce the amount of funds  available for the payment of dividends on our common
stock.  Holders of  preferred  stock may be  entitled  to  receive a  preference
payment in the event of any  liquidation,  dissolution  or winding-up of Vectren
before any payment is made to the holders of our common  stock.  The issuance of
preferred stock may render more difficult or tend to discourage a merger, tender
offer or proxy  contest,  the assumption of control by a holder of a large block
of our  securities or the removal of incumbent  management.  The board,  without
shareholder  approval,  may issue  preferred  stock with  voting and  conversion
and/or exchange  rights,  which could adversely affect the holders of our common
stock. There are no shares of preferred stock outstanding.


Shareholder Rights Agreement


     The board has adopted a  Shareholder  Rights  Agreement  which is generally
designed  to deter  coercive  takeover  tactics  and to  encourage  all  persons
interested in potentially acquiring control of Vectren to treat each shareholder
on a fair and equal basis. Under the Shareholder Rights Agreement, the board has
declared a dividend  distribution of one right for each outstanding share of our
common  stock.  A right will  attach to each common  share we issue.  Each right
entitles the holder to purchase  from us one share of common stock at a price of
$65.00 per share  (subject to adjustment to prevent  dilution).  Initially,  the
rights will not be exercisable.  The rights become exercisable 10 days following
a public announcement that a person or group of affiliated or associated persons
(a "Vectren acquiring person") has acquired beneficial  ownership of 15% or more
of the  outstanding  shares  of  our  common  stock  (or a 10%  acquiror  who is
determined  by our board to be an  adverse  person),  or 10 days  following  the
announcement  of an  intention  to make a tender  offer or  exchange  offer  the
consummation  of which  would  result in any person or group  becoming a Vectren
acquiring person. Our Shareholder Rights Agreement expires October 25, 2009.


Indiana Statutes


     The IBCL limits some transactions between an Indiana company and any person
who  acquires  10% or  more  of  the  company's  common  stock  (an  "interested
shareholder").  During the five-year period after the acquisition, an interested
shareholder  cannot enter into a business  combination  with the company unless,
before  the  interested  shareholder  acquired  the common  stock,  the board of
directors of the company  approved the  acquisition  of common stock or approved
the business combination.  After the five-year period, an interested shareholder
can enter into only the following three types of business  combinations with the
company:  (i) a business  combination  approved by the board of directors of the
company  before the  interested  shareholder  acquired the common stock;  (ii) a
business  combination  approved by holders of a majority of the common stock not
owned by the interested  shareholder;  and (iii) a business combination in which
the  shareholders  receive a price for their  common  stock at least  equal to a
formula price based on the highest price per common share paid by the interested
shareholder.


     In addition,  a person who makes a tender offer for, or otherwise  acquires
shares  giving that person  more than 20%, 33 1/3%,  and 50% of the  outstanding
voting  securities of an Indiana  corporation  that has elected to be subject to
the "Control Share Acquisitions  Statute" of the IBCL may lose the right to vote
the shares which take the acquiror  over these  respective  levels of ownership.
Before an  acquiror  may vote the  shares  that  take the  acquiror  over  these
ownership thresholds, the acquiror must obtain the approval of a majority of the
shares of each  class or series of shares  entitled  to vote  separately  on the
proposal,  excluding shares held by officers of the corporation, by employees of
the corporation  who are directors of the  corporation and by the acquiror.  The
Control Share  Acquisitions  Statute also authorizes a corporation to redeem the
shares held by a person that exceed the  ownership  thresholds  in the  statute,
provided that the corporation's  articles or bylaws authorized such a redemption
prior to the date the person  acquires  such shares.  Our articles and bylaws do
not include a provision  authorizing such a redemption.  An Indiana  corporation
otherwise subject to the Control Share Acquisitions  Statute may elect not to be
covered by the  statute by so  providing  in its  articles of  incorporation  or
bylaws.  Because we have not made such an  election  in our  Articles or bylaws,
acquisitions of our shares remain subject to the statute.



                       DESCRIPTION OF THE DEBT SECURITIES

General


     Utility Holdings may issue debt securities from time to time in one or more
series. Utility Holdings will issue the debt securities pursuant to an indenture
between Utility Holdings and U.S. Bank Trust National  Association,  as trustee.
Indiana  Gas,  Southern  Indiana  Gas and  Vectren  of Ohio  (collectively,  the
"guarantors") will jointly and severally  guarantee the debt securities pursuant
to a  guarantee  in favor of holders of the debt  securities.  We have filed the
forms  of the  indenture  and the  guarantee  as  exhibits  to the  registration
statement of which this  prospectus  is a part,  subject to such  amendments  or
supplements as may be adopted from time to time.  The  indenture,  as amended or
supplemented  from time to time in accordance  with its terms, is referred to in
this  prospectus  as  the  "indenture,"   and  the  guarantee,   as  amended  or
supplemented  from time to time in accordance  with its terms, is referred to in
this prospectus as the  "guarantee." The indenture is subject to and governed by
the  Trust  Indenture  Act of  1939.  The  aggregate  principal  amount  of debt
securities that Utility  Holdings may issue under the indenture is unlimited and
the indenture will set forth the specific terms of any series of debt securities
or provide  that such terms will be set forth in, or  determined  pursuant to, a
board resolution authorizing the series and/or a supplemental indenture, if any,
relating to such series.


     The following is a summary  describing the debt  securities,  the indenture
and the guarantee below. We do not claim the summaries are complete.  For a more
detailed description, you should read all of the provisions of the indenture and
the  guarantee.  You  should  also read the  applicable  prospectus  supplement,
including  any  applicable  U.S.  federal  income  tax  considerations,  and any
applicable modifications of or additions to the general terms described below in
the applicable prospectus supplement.


Terms


     The  debt  securities  will be  senior  unsecured  obligations  of  Utility
Holdings.


     The debt  securities  will rank equal in right of  payment  with all of the
other unsecured and  unsubordinated  indebtedness of Utility Holdings and junior
to its secured indebtedness to the extent of the collateral securing the same.


     The  specific  terms  of each  series  of debt  securities,  including  the
following,  as  applicable,   will  be  set  forth  in  the  related  prospectus
supplement:

     (1)  the title of the series of debt securities;

     (2)  any limit upon the aggregate principal amount of the securities of the
          series that may be authenticated and delivered under the indenture;

     (3)  the date or dates on which the principal of the debt  securities  will
          be payable, and, if applicable, the terms on which the maturity may be
          extended  and the  rights,  if any,  of the  holders to require  early
          repayment of the securities;

     (4)  the rate or rates at which the debt securities will bear interest,  if
          any  (whether  floating  or  fixed),  the  provisions,   if  any,  for
          determining  the  interest  rate or  rates,  the date or dates (or the
          method for  determining  such dates) from which  interest will accrue,
          the interest  payment dates and the regular record dates and the basis
          upon which interest,  if any, will be calculated if other than that of
          a 360-day year of twelve 30-day months;


     (5)  the place or places where the  principal  of and premium,  if any, and
          interest,  if any, on the debt securities  will be payable,  where the
          debt  securities may be surrendered  for  registration  of transfer or
          exchange and where notices to Utility Holdings or demands upon Utility
          Holdings in respect of the debt  securities  and the  indenture may be
          served;

     (6)  the price or prices at which,  the period or periods  within which and
          the  terms  and  conditions  upon  which  the debt  securities  may be
          redeemed,  in whole or in part,  at the  option of  Utility  Holdings,
          pursuant to a sinking fund or otherwise;

     (7)  the  obligation of Utility  Holdings,  if any, to redeem,  purchase or
          repay the debt securities,  in whole or in part, pursuant to a sinking
          fund or otherwise or at the option of a holder of the debt securities,
          and the price or prices at which,  the period or periods  within which
          and the terms and conditions upon which Utility  Holdings will redeem,
          purchase or repay the debt securities;

     (8)  any  deletions  from,  modifications  of or additions to the events of
          default  provided  for in  the  indenture  with  respect  to the  debt
          securities,  and any deletions from,  modifications of or additions to
          the covenants or obligations of Utility  Holdings  provided for in the
          indenture;

     (9)  if less than 100% of the  principal  amount of the debt  securities is
          payable on  acceleration  at any time,  a schedule of or the manner of
          computing the amounts that are so payable from time to time;

     (10) the form of the debt securities, including whether the debt securities
          will be issued  in whole or in part in the form of one or more  global
          securities  and, in such case,  the  depository  with  respect to such
          global  security or securities and the  circumstances  under which any
          global  security  may  be  registered  for  transfer  or  exchange  or
          authenticated  and  delivered  in the name of a person  other than the
          depository or its nominee;

     (11) if other than United  States  dollars,  the currency or  currencies in
          which payment of the principal of or premium, if any, or interest,  if
          any, on the debt securities will be payable;

     (12) if the  principal of or premium,  if any, or interest,  if any, on the
          debt securities is to be payable,  at the election of Utility Holdings
          or the election of a holder,  in a currency or  currencies  other than
          that in which the debt securities are stated to be payable, the period
          or periods within which,  and the terms and conditions upon which, the
          election may be made;

     (13) if the amount of  payments  of  principal  of or  premium,  if any, or
          interest,  if any,  on the  debt  securities  may be  determined  with
          reference  to an index  based on a currency or  currencies  other than
          that in which the debt securities are stated to be payable, the manner
          in which the amounts will be determined;

     (14) whether and under what  circumstances  Utility  Holdings  will pay any
          additional  amounts  on the debt  securities  in  respect  of any tax,
          assessment or governmental charge and, if so, whether Utility Holdings
          will have the option to redeem the debt  securities  in lieu of making
          such payment;

     (15) any  provision  relating  to the  issuing  of the debt  securities  as
          original issue discount securities (including, without limitation, the
          issue  price of the debt  securities,  the rate or rates at which  the
          original  issue  discount,  if any,  will accrue and the date or dates
          from or to which,  or period or periods  during  which,  the  original
          issue discount will accrue;

     (16) if other than  denominations  of $1,000 and any  integral  multiple of
          $1,000,  the  denominations  in which Utility  Holdings will issue the
          debt securities;

     (17) whether  defeasance  or  covenant  defeasance  will  apply to the debt
          securities; and


     (18) any other  terms of the debt  securities;  provided,  that such  other
          terms  do not  conflict  with any  express  terms  of any  other  debt
          securities which shall be issued and outstanding.


     Any  series  of  debt  securities  may  be  reopened  and  additional  debt
securities  of that  series may be issued  without the consent of the holders of
the previously issued debt securities of that series.


     If the applicable prospectus  supplement provides,  the debt securities may
be issued at a discount below their principal  amount and provide that less than
the  entire  principal  amount  of the  debt  securities  will be  payable  upon
declaration  of  acceleration  of the maturity of the debt  securities.  In such
cases, all material U.S. federal income tax considerations  will be described in
the applicable prospectus supplement.


     Except as may be set forth in the  applicable  prospectus  supplement or as
otherwise  specified in this prospectus  under "-- Certain  Covenants," the debt
securities  will not  contain  any  provisions  that would  limit the ability of
Utility Holdings or any of its subsidiaries to incur  indebtedness or that would
afford holders of debt securities  protection in the event of a highly leveraged
transaction involving Utility Holdings or in the event of a change of control.


Denomination, Interest, Registration and Transfer


     Utility  Holdings  will issue the debt  securities  of each  series only in
registered form,  without coupons,  in denominations of $1,000, or in such other
currencies  or  denominations  as may be set forth in the indenture or specified
in,  or  pursuant  to,  a board  resolution  authorizing  the  series  and/or  a
supplemental indenture, if any, relating to the series of debt securities.


     The principal of and premium,  if any, and interest,  if any, on any series
of debt securities will be payable at the corporate trust office of the trustee.
The  address  of  the  trustee  will  be  stated  in the  applicable  prospectus
supplement.


     Subject to  certain  limitations  imposed  upon debt  securities  issued in
book-entry form, the debt securities of any series:

     o    will be  exchangeable  for any authorized  denomination  of other debt
          securities of the same series and of a like aggregate principal amount
          and tenor  upon  surrender  of the debt  securities  at the  trustee's
          corporate trust office or at the office of any registrar designated by
          Utility Holdings for that purpose; and

     o    may be  surrendered  for  registration  of transfer or exchange at the
          corporate  trust  office  of  the  trustee  or at  the  office  of any
          registrar designated by Utility Holdings for that purpose.

     No  service  charge  will  be made  for any  registration  of  transfer  or
exchange,  but Utility Holdings may require payment of a sum sufficient to cover
any  tax or  other  governmental  charge  payable  in  connection  with  certain
transfers and  exchanges.  Utility  Holdings may act as registrar and may change
any registrar without notice to the holders of any series of debt securities.


Certain Covenants


     The applicable  prospectus  supplement will describe any material covenants
in  respect  of a  series  of debt  securities  that are not  described  in this
prospectus.  Unless otherwise indicated in the applicable prospectus supplement,
the debt securities will include the covenants described below.

Generally used definitions

     The  following are terms used in the  covenants  described  below that have
specific meanings in the indenture.


     "attributable  debt" will  mean,  with  respect  to any sale and  leaseback
transaction as of any particular time, the present value, discounted at the rate
of interest implicit in the terms of the lease, of the obligations of the lessee
under such lease for net rental payments during the remaining term of the lease,
including  any  period for which such  lease has been  extended  or may,  at the
option of Utility Holdings, be extended.



     "consolidated  net  tangible  assets"  will mean  Utility  Holdings and its
subsidiary  companies' total assets  appearing on a consolidated  balance sheet,
less, without duplication:

     (1)  current liabilities;

     (2)  reserves  for  estimated  rate  refunds  pending the outcome of a rate
          proceeding   to  the  extent  such   refunds  have  not  been  finally
          determined;

     (3)  all intangible assets; and

     (4)  deferred income tax assets.

     "funded debt" will mean:

     (1)  all  indebtedness  maturing  one  year or more  from  the  date of the
          creation of the indebtedness;

     (2)  all indebtedness  directly or indirectly  renewable or extendible,  at
          the  option  of the  debtor,  by its  terms  or by  the  terms  of any
          instrument or agreement  relating to the  indebtedness,  to a date one
          year or more from the date of the creation of the indebtedness; and

     (3)  all  indebtedness  under  a  revolving  credit  or  similar  agreement
          obligating  the lender or lenders to extend  credit with a term of one
          year or more.

     "indebtedness" will mean:

     (1)  any liability of any person:

          (a)  for borrowed money;

          (b)  evidenced by a note, debenture or similar instrument (including a
               purchase  money   obligation)   given  in  connection   with  the
               acquisition  of any property or assets  (other than  inventory or
               similar  property  acquired in the ordinary  course of business),
               including securities;

          (c)  for  the  payment  of  money  relating  to  a  capitalized  lease
               obligation; or

          (d)  in  respect  of  acceptances  or  letters  of credit  or  similar
               instruments issued or created for the account of such person;

     (2)  any preferred stock of any person that is redeemable other than at the
          option of such person;

     (3)  any  guarantee by any person of any  liability  or preferred  stock of
          others described in the preceding clauses (1) or (2); and

     (4)  any  amendment,  renewal,  extension or refunding of any  liability or
          preferred  stock of the types  referred to in clauses  (1), (2) or (3)
          above.

     "lien"  will mean any  mortgage,  lien,  pledge,  charge or other  security
interest or encumbrance of any kind.


     "principal domestic property" will mean any property,  plant,  equipment or
facility of Utility Holdings or a guarantor,  as applicable,  that is located in
the United States or any territory or political subdivision thereof,  except any
property  that  the  board  of  directors  or  management  of  Utility  Holdings
determines  is not  material to its business or  operations  and the business or
operations of its subsidiary companies, taken as a whole.


     "sale and leaseback transaction" will mean a sale or transfer of any of the
principal domestic properties of Utility Holdings or a guarantor,  where Utility
Holdings  or such  guarantor  takes  back a lease  of  such  principal  domestic
property.




     "significant  subsidiary"  will  mean any of the  subsidiary  companies  of
Utility  Holdings,  including any  subsidiary  company of any of its  subsidiary
companies, which meets any of the following conditions:

     (1)  investments  in and  advances  to the  subsidiary  company  by Utility
          Holdings and its other  subsidiary  companies exceed 10 percent of the
          total  assets  of  Utility  Holdings  and  its  subsidiary   companies
          consolidated  as of the  end of any  two of the  three  most  recently
          completed fiscal years;

     (2)  Utility  Holdings and its other  subsidiary  companies'  proportionate
          share of the subsidiary  companies' total assets exceeds 10 percent of
          the total  assets of Utility  Holdings  and its  subsidiary  companies
          consolidated  as of the  end of any  two of the  three  most  recently
          completed fiscal years; or

     (3)  Utility  Holdings and its other  subsidiary  companies'  equity in the
          income from continuing  operations before income taxes,  extraordinary
          items and  cumulative  effect of a change in accounting  principles of
          the subsidiary  company exceeds 10 percent of the consolidated  income
          of Utility Holdings and its subsidiary  companies as of the end of any
          two of the three most recently completed fiscal years.

     "stated maturity" when used with respect to any security or any installment
of interest on the security will mean the date  specified in the security as the
fixed  date on which  the  principal  of the  security  or such  installment  of
interest is due and payable.


     "subsidiary company" will mean:

     (1)  a  corporation  a majority of whose  capital  stock with voting power,
          under  ordinary  circumstances,  to elect  directors  is at the  time,
          directly  or  indirectly,  owned  by  Utility  Holdings  and/or  other
          subsidiary companies of Utility Holdings; or

     (2)  any person other than a corporation in which Utility  Holdings  and/or
          other   subsidiary   companies  of  Utility   Holdings,   directly  or
          indirectly,  at the date of  determination  have at  least a  majority
          ownership interest;

provided, however, that no corporation will be deemed a subsidiary company until
Utility Holdings or other subsidiary companies of Utility Holdings acquire more
than 50% of the outstanding voting stock of the corporation and have elected a
majority of its board of directors.

Restrictions on liens

     Neither Utility  Holdings nor any guarantor will incur,  create,  assume or
otherwise become liable with respect to any  indebtedness  secured by a lien, or
guarantee any  indebtedness  with a guarantee  that is secured by a lien, on any
principal  domestic property of Utility Holdings or a guarantor or any shares of
stock  or  indebtedness  of  any  significant  subsidiary,  without  effectively
providing  that the debt  securities of each series  (together  with, if Utility
Holdings  or a  guarantor  so  determines,  any other  indebtedness  of  Utility
Holdings or a guarantor then existing or thereafter created ranking equally with
the debt  securities  of each series)  will be secured  equally and ratably with
(or, at the option of Utility  Holdings or a  guarantor,  prior to) such secured
indebtedness,  so long as the secured indebtedness will be so secured; provided,
however, that this covenant will not apply to indebtedness secured by:

     (1)  liens existing on the date of the indenture;

     (2)  liens in favor of governmental  bodies to secure progress,  advance or
          other payments;

     (3)  liens  existing on property,  shares of stock or  indebtedness  at the
          time of  acquisition  thereof  (including  acquisition  through lease,
          merger or  consolidation) or liens to secure the payment of all or any
          part of the  purchase  price  thereof  or the  cost  of  construction,
          installation,   renovation,  improvement  or  development  thereon  or
          thereof or to secure any  indebtedness  incurred prior to, at the time
          of, or within 360 days after the later of the acquisition,  completion
          of  such  construction,   installation,   renovation,  improvement  or
          development or the  commencement of full operation of such property or
          within 360 days after the  acquisition of such shares or  indebtedness
          for the purpose of  financing  all or any part of the  purchase  price
          thereof;



     (4)  liens securing  indebtedness in an aggregate amount which, at the time
          of incurrence and together with all outstanding  attributable  debt in
          respect of sale and  leaseback  transactions  permitted  by the second
          clause  (2) in the  "Restrictions  on sales and  leasebacks"  covenant
          described  below,  does not exceed 10 percent of the  consolidated net
          tangible assets of Utility Holdings and its subsidiary companies;

     (5)  liens securing indebtedness other than funded debt; and

     (6)  any  extension,  renewal or  replacement  (or  successive  extensions,
          renewals or  replacements),  in whole or in part, of any lien referred
          to in the above clauses (1) through (5)  inclusive;  provided that the
          extension, renewal or replacement of the lien is limited to all or any
          part of the  same  property,  shares  of stock  or  indebtedness  that
          secured the lien extended,  renewed or replaced (plus  improvements on
          the property),  and that the secured  indebtedness  at the time is not
          increased.

Restrictions on sales and leasebacks

     Neither  Utility  Holdings nor any  guarantor  will enter into any sale and
leaseback transaction, unless:

     (1)  the principal  domestic property is sold within 360 days from the date
          of  acquisition  of the  property  or the  date of the  completion  of
          construction  or  commencement  of full  operations  of the  property,
          whichever is later; or

     (2)  within 120 days after a sale  described  in clause (1) above,  Utility
          Holdings  or a  guarantor,  as  applicable,  will apply or cause to be
          applied to the retirement of its funded debt or the funded debt of any
          of its  subsidiary  companies  (other  than the funded debt of Utility
          Holdings  or a  guarantor,  as  applicable,  which by its terms or the
          terms of the instrument pursuant to which it was issued is subordinate
          in right of payment to the debt  securities  of each series) an amount
          not less than the  greater of (A) the net  proceeds of the sale of the
          principal  domestic  property or (B) the fair value (as  determined in
          any  manner  approved  by our  board of  directors)  of the  principal
          domestic property.

     The  provisions  of this  covenant  will not  prevent a sale and  leaseback
transaction if:

     (1)  the lease Utility  Holdings or a guarantor  entered into in connection
          with the transaction is for a period,  including renewals, of not more
          than 36 months; or

     (2)  Utility  Holdings or a guarantor  would,  at the time of entering into
          the sale and leaseback transaction,  be entitled,  without equally and
          ratably  securing the debt  securities,  to create or assume a lien on
          the principal domestic property securing  indebtedness in an amount at
          least  equal  to the  attributable  debt in  respect  of the  sale and
          leaseback   transaction   pursuant   to   clause   (4)  above  in  the
          "Restrictions on liens" covenant.

Merger, Consolidation or Sale of Assets


     Each  of  Utility  Holdings  and the  guarantors  agrees  that it will  not
consolidate  with or merge  with or into any  other  person or  transfer  all or
substantially all of its respective  properties and assets as an entirety to any
person, unless:

     (1)  either Utility Holdings or the guarantor,  as the case may be, will be
          the continuing  person,  or the person (if other than Utility Holdings
          or the guarantor)  formed by the  consolidation  or into which Utility
          Holdings or the guarantor are merged or to which all or  substantially
          all of the properties and assets of Utility  Holdings or the guarantor
          as an entirety are transferred is a corporation organized and existing
          under  the laws of the  United  States  or any  State  thereof  or the
          District of Columbia,  and such corporation  expressly  assumes all of
          the obligations of Utility Holdings or the guarantor,  as the case may
          be, under each series of debt securities or the related guarantees, as
          applicable, and the indenture; and

     (2)  immediately  before  and  immediately  after  giving  effect  to  such
          transaction,  no event of default and no event which,  after notice or
          passage of time or both,  would become an event of default  shall have
          occurred and be continuing.



     Notwithstanding  the foregoing,  any guarantor may consolidate  with, merge
with or into or  transfer  all or part of its  properties  and assets to Utility
Holdings or any of the other guarantors.


     See  "--Guarantees"  below  for a  discussion  of  the  termination  of the
guarantees.


Defeasance


     If it is specified in the applicable  prospectus  supplement that either or
both of defeasance or covenant  defeasance is applicable to the debt securities,
then  Utility  Holdings  may  elect  to have  these  options  apply  to the debt
securities upon satisfaction of certain conditions.


     If Utility  Holdings is entitled to elect,  and does elect,  the defeasance
option,  upon satisfaction of the conditions  described below,  Utility Holdings
and the  guarantors  will be  deemed  to have  paid and  discharged  the  entire
indebtedness represented by the debt securities and, with certain exceptions, to
have satisfied its obligations  under the debt securities and the indenture.  If
Utility Holdings is entitled to elect,  and does elect, the covenant  defeasance
option,  Utility Holdings may omit to comply with, and will have no liability or
obligations with respect to, the covenants relating to merger,  consolidation or
sale of assets and restrictions on liens and sales and leasebacks.


     The following  are the  conditions  to the  applicability  of defeasance or
covenant defeasance as the case may be:

     (1) Utility  Holdings must  irrevocably  deposit with the trustee funds for
the purpose of making the following payments, (a) in the case of debt securities
denominated in U.S. dollars,  (i) an amount of cash, or (ii) direct non-callable
obligations  of, or guaranteed  by, the United States of America,  which through
the scheduled  payment of principal and interest will provide,  within two weeks
of the due date of any payment,  money in an amount,  or (iii) a combination  of
the above,  sufficient,  without  reinvestment,  in the opinion of a  nationally
recognized  firm  of  independent  public  accountants  expressed  in a  written
certification delivered to the trustee, to pay and discharge,  the principal of,
premium,  if any, and each  installment  of interest on such debt  securities on
their respective stated maturities in accordance with the terms of the indenture
and of such debt securities,  or (b) in the case of debt securities  denominated
in currency other than U.S. dollars,  an amount of required currency  sufficient
to pay and discharge the principal of, premium,  if any, and each installment of
interest on such securities on their respective  stated maturities in accordance
with the terms of this indenture and of such securities.

     (2) No event of default or event with which notice or lapse of time or both
would  become an event of default  with  respect to such  securities  shall have
occurred  and be  continuing  on the date of the deposit  and,  with  respect to
defeasance only, at any time during the period ending on the 123rd day after the
date of the deposit.

     (3) Defeasance or covenant  defeasance  shall not cause the trustee for the
debt  securities  to have a  conflicting  interest  for purposes of the TIA with
respect to any debt securities.

     (4)  Defeasance  or  covenant  defeasance  shall not  result in a breach or
violation  of,  or  constitute  a  default  under,  the  indenture  or any other
agreement or instrument.

     (5) Such  defeasance  or  covenant  defeasance  shall  not  cause  any debt
securities then listed on any registered  national securities exchange under the
Securities Exchange Act of 1934 to be delisted.

     (6) In the case of a defeasance  election,  the trustee shall have received
an opinion of counsel  stating that (a) Utility  Holdings has received  from, or
there has been published by, the Internal Revenue Service a ruling, or (b) since
the date of the  indenture  there  has been a change in the  applicable  federal
income  tax law,  in either  case to the effect  that,  and based  thereon  such
opinion  shall  confirm  that,  the  holders  of the  debt  securities  will not
recognize  gain or loss for  federal  income  tax  purposes  as a result of such
defeasance and will be subject to federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
had not occurred.

     (7) In the case of a covenant defeasance  election,  the trustee shall have
received  an  opinion of  counsel  to the  effect  that the  holders of the debt
securities  will not  recognize  income,  gain or loss for  federal  income  tax
purposes  as a result of a  covenant  defeasance  and will be subject to federal
income  tax on the same  amounts,  in the same  manner  and at the same times as
would have been the case if such covenant defeasance had not occurred.



     (8) The trustee shall have received an officer's  certificate or an opinion
of counsel stating that all conditions  precedent  provided for in the indenture
have been complied with.


Discharge


     Generally,  Utility  Holdings may be discharged from its obligations  under
the indenture when

     (1)  all outstanding debt securities have been delivered to the trustee for
          cancellation; or

     (2)  debt  securities  which have not been  delivered  to the trustee  have
          become due and  payable,  will become due and payable at their  stated
          maturity  within  one year or if  redeemable  at the option of Utility
          Holdings,  will be called for  redemption  within one year and Utility
          Holdings has deposited  sufficient funds with the trustee to discharge
          the entire indebtedness with respect to such securities.

Modification and Waiver


     Utility  Holdings,  the  guarantors and the trustee may amend or supplement
the indenture with the consent of the holders of a majority in principal  amount
of the outstanding  debt securities of all series affected  thereby (voting as a
single  class);  provided,  however,  that such amendment or supplement may not,
without the consent of each holder of the debt securities affected thereby:

     (1)  reduce the amount of debt securities  whose holders must consent to an
          amendment, supplement or waiver;

     (2)  reduce the rate (or change the manner of  calculation  of the rate) or
          change  the  stated  maturity  for  payment  of  interest  on any debt
          security;

     (3)  reduce the principal of or any premium  payable upon the redemption of
          or change the stated maturity for payment of the principal of any debt
          security;

     (4)  waive a default in the payment of the principal of or premium, if any,
          or interest on any debt security;

     (5)  make any changes in the amount of debt  securities  whose  holders may
          waive a  default  or event of  default,  the  right of each  holder to
          receive payments of principal of and premium,  if any, and interest on
          the debt  securities  on and after the due dates,  or the  amendments,
          supplements or waivers which may only be effected with consent of each
          affected security holder;

     (6)  make any debt security payable in a currency other than that stated in
          the debt security;

     (7)  impair the  holders'  right to  institute  suit to enforce  payment in
          respect  of the  debt  securities  on or  after  the due date for such
          payment; or

     (8)  release any guarantor from its obligations under any guarantee.

     Holders  of  a  majority  in  principal  amount  of  the  outstanding  debt
securities of all series  affected  thereby (voting as a single class) may waive
certain past  defaults and may waive  compliance  by Utility  Holdings  with any
provision  of the  indenture  relating to such debt  securities  (subject to the
immediately preceding paragraph); provided, however, that:

     (1)  without  the  consent  of  each  holder  of debt  securities  affected
          thereby,  no waiver  may be made of a default  in the  payment  of the
          principal of or premium, if any, or interest on any debt security; and





     (2)  only the holders of a majority in principal  amount of the outstanding
          debt  securities of a particular  series may waive  compliance  with a
          provision  of the  indenture  relating  to  such  series  or the  debt
          securities of such series having applicability solely to such series.

Events of Default and Notice of Events of Default


     The following  events are "events of default" with respect to any series of
debt securities issued under the indenture:

     (1)  failure to pay interest on any debt  securities  of such series within
          30 days of when  due or  principal  or  premium,  if any,  of any debt
          securities  of such  series  when  due  (including  any  sinking  fund
          installment);

     (2)  failure  to  perform  any  other  agreement   contained  in  the  debt
          securities  of such series or the  indenture  (other than an agreement
          relating  solely to  another  series of debt  securities)  for 60 days
          after notice as provided in the indenture;

     (3)  certain  events  of  bankruptcy,  insolvency  or  reorganization  with
          respect to Utility Holdings or a guarantor; and

     (4)  any  guarantee  shall  be  held  in  any  judicial  proceeding  to  be
          unenforceable or invalid or shall cease to be in full force and effect
          or any  guarantor  or any  person  acting on behalf of such  guarantor
          shall deny or disaffirm its obligations under the guarantee.


     Additional or different events of default, if any, applicable to the series
of debt  securities in respect of which this  prospectus is being delivered will
be specified in the applicable prospectus supplement.


     The trustee under the indenture  will,  within 75 days after the occurrence
of any default (the term "default" to include the events specified above without
grace or notice) with respect to any series of debt securities actually known to
it, give to the holders of the debt securities notice of the default;  provided,
however, that, except in the case of a default in the payment of principal of or
premium,  if any, or interest on any of the debt  securities of the series or in
the payment of a sinking  fund  installment,  the trustee for the series will be
protected  in  withholding  notice  if it in  good  faith  determines  that  the
withholding of notice is in the interest of the holders of the debt  securities.
Utility Holdings will certify to the trustee quarterly as to whether any default
exists.


     If an event of default with respect to any series of debt securities, other
than  an  event  of   default   resulting   from   bankruptcy,   insolvency   or
reorganization, shall occur and be continuing, the trustee for the series or the
holders of at least 25% in aggregate  principal amount of the debt securities of
the series then  outstanding,  by notice in writing Utility Holdings (and to the
trustee  for the series if given by the  holders of the debt  securities  of the
series),  will be entitled to declare all unpaid principal of, premium,  if any,
and  accrued  but unpaid  interest  on the debt  securities  of that series then
outstanding to be due and payable immediately.


     If an event of  default  with  respect  to any  series  of debt  securities
resulting from certain events of bankruptcy,  insolvency or reorganization shall
occur and be continuing,  all unpaid principal of, premium,  if any, and accrued
but unpaid interest on all debt securities of every series then outstanding will
be due and payable  immediately without any declaration or other act on the part
of the  trustee  for the  series or the  holders of any debt  securities  of the
series.


     The  holders of a majority  in  principal  amount of the  outstanding  debt
securities of a series may by notice to the trustee rescind an acceleration  and
its  consequences  if (i)  all  existing  events  of  default,  other  than  the
non-payment of the principal of the debt  securities  that has become due solely
by the declaration of acceleration,  have been cured or waived, (ii) interest on
overdue  installments of interest (to the extent lawful),  premium,  if any, and
overdue  principal,  that has become due otherwise  than by the  declaration  of
acceleration,  has been paid,  (iii) the rescission  would not conflict with any
judgment or decree of a court of  competent  jurisdiction  and (iv) all payments
due to the trustee have been made.


     No holder of the debt  securities  of any series issued under the indenture
may pursue any remedy  under the  indenture  unless the  trustee  for the series
shall  have  failed to act  after,  among  other  things,  notice of an event of
default  and  request  by  holders  of at least 25% in  principal  amount of the
outstanding  debt  securities of the series as to which the event of default has
occurred and the offer to the trustee for the series of  indemnity  satisfactory
to it; provided,  however,  that this provision does not affect the right to sue
for enforcement of any overdue payment on the debt securities.




Guarantees


     Indiana  Gas,  Southern  Indiana Gas and Vectren of Ohio will,  jointly and
severally,  fully and  unconditionally  guarantee the  performance  and punctual
payment when due, whether at stated maturity,  by acceleration or otherwise,  of
all of the  obligations  of Utility  Holdings  under the debt  securities of any
series and the  provisions of the indenture  relating to the series.  If Utility
Holdings's  default in payment of the principal of or interest or any premium on
such  debt  securities,   the  guarantors,   jointly  and  severally,   will  be
unconditionally  obligated  to duly  and  punctually  make  such  payments.  The
liability of the guarantors will be independent of, and not in  consideration of
or contingent  upon,  the liability of Utility  Holdings or the liability of any
other party  obligated  under the debt  securities  or the  indenture.  Further,
Utility  Holdings  may in its sole  discretion  elect to cause  each  subsequent
subsidiary of Utility Holdings to fully and unconditionally guarantee all of the
obligations under the debt securities;  provided, however, that Utility Holdings
has  agreed  to  cause  any  subsequent  subsidiary  of  Utility  Holdings  that
guarantees  other  obligations of Utility  Holdings to guarantee the obligations
under the debt securities.


     With respect to each  guarantor,  the guarantee  will be unsecured and will
rank  equal in right of payment  with all of that  guarantor's  other  unsecured
senior  indebtedness.  Except as otherwise  specified  in the second  succeeding
paragraph,  the guarantees will remain in full force and effect until payment in
full of all of the guaranteed obligations.


     Each  guarantor's  obligations  will be limited to the maximum  amount that
(after  giving  effect to all other  contingent  and fixed  liabilities  of such
guarantor  and any  collections  from,  or payments made by or on behalf of, any
guarantors) will result in the obligations of such guarantor under the guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.


     Except as otherwise  specified in the following  paragraph,  the guarantees
will  remain  in full  force  and  effect  until  payment  in full of all of the
guaranteed obligations.


     Notwithstanding the restrictions on transfer described above in "-- Merger,
Consolidation  or Sale of Assets," if Utility  Holdings  transfers or causes the
transfer of all or substantially  all of the voting capital stock or property or
assets  of  any  guarantor  to any  person  other  than  Utility  Holdings  or a
subsidiary of Utility Holdings (including one of the other guarantors),  whether
by  merger,  consolidation,  sale  or  other  transfer,  all of the  guarantor's
obligations and liabilities  under the guarantee will terminate upon transfer so
long as:

     (1)  the  guarantor  has fully repaid all of its  indebtedness,  if any, to
          Utility Holdings, and the other guarantors,

     (2)  Standard & Poor's  Ratings  Services,  a division  of The  McGraw-Hill
          Companies,  Inc.,  and  Moody's  Investors  Service,  Inc.,  or  their
          successors, have confirmed that, as a result of the transfer, the long
          term credit  rating of Utility  Holdings  will not fall below BBB- (or
          its  equivalent),  in the case of Standard & Poor's,  and Baa3 (or its
          equivalent), in the case of Moody's, and

     (3)  immediately  before  and  immediately  after  giving  effect  to  such
          transaction,  no event of default and no event which,  after notice or
          passage of time or both,  would become an event of default  shall have
          occurred and be continuing.

     The prospectus  supplement for a particular  issue of debt  securities will
describe any additional material terms of the guarantees.


The Trustee


     The trustee under the indenture is U.S.  Bank Trust  National  Association.
The indenture contains certain  limitations on the right of the trustee,  as the
creditor of Utility  Holdings,  to obtain payment of claims in certain cases, or
to realize on certain property received in respect of any such claim as security
or  otherwise.  The trustee will be  permitted to engage in other  transactions;
provided,  however,  that  if it  acquires  any  conflicting  interest,  it must
eliminate such conflict or resign.




     The  holders of a majority  in  principal  amount of all  outstanding  debt
securities of a series (or if more than one series is affected  thereby,  of all
series so affected,  voting as a single class) will have the right to direct the
time, method and place of conducting any proceeding for exercising any remedy or
power available to the trustee for such series or all such series so affected.


     In case an event of default  shall occur (and shall not be cured) under the
provisions  of the  indenture  relating  to a series of debt  securities  and is
actually  known to a  responsible  officer of the trustee  for the  series,  the
trustee  will  exercise  such  of the  rights  and  powers  vested  in it by the
indenture and use the same degree of care and skill in its exercise as a prudent
person would exercise or use under the  circumstances  in the conduct of his own
affairs.  Subject  to  such  provisions,  the  trustee  will  not be  under  any
obligation  to exercise any of its rights or powers  under the  indenture at the
request of any of the holders of debt securities  unless they shall have offered
to the trustee reasonable security or indemnity.


Governing Law


     The indenture,  the debt  securities and the guarantees will be governed by
the laws of the State of Indiana.


Global Securities; Book-Entry System


     Utility Holdings may issue the debt securities of any series in whole or in
part in the form of one or more global  securities  to be deposited  with, or on
behalf  of,  a  depository  (the  "depository")  identified  in  the  prospectus
supplement  relating to such series.  Global  securities,  if any, issued in the
United  States are expected to be deposited  with The  Depository  Trust Company
("DTC"),  as depository.  Global  securities will be issued in fully  registered
form and may be issued in either  temporary or permanent form.  Unless and until
it is  exchanged  in  whole  or in  part  for  the  individual  debt  securities
represented  thereby, a global security may not be transferred except as a whole
by the depository for the global security to a nominee of the depository or by a
nominee of the depository to the depository or another nominee of the depository
or by the depository or any nominee of the depository to a successor  depository
or any nominee of the successor.


     The specific terms of the depository arrangement with respect to any series
of debt  securities will be described in the prospectus  supplement  relating to
the  series.  We  expect  that  unless  otherwise  indicated  in the  applicable
prospectus  supplement,  the  following  provisions  will  apply  to  depository
arrangements.


     Upon the  issuance  of a global  security,  the  depository  for the global
security or its nominee will credit on its book-entry  registration and transfer
system the  respective  principal  amounts  of the  individual  debt  securities
represented by the global security to the accounts of persons that have accounts
with the  depository  ("participants").  Such accounts will be designated by the
underwriters,  dealers  or agents  with  respect  to the debt  securities  or by
Utility  Holdings  if the  debt  securities  are  offered  directly  by  Utility
Holdings.  Ownership  of  beneficial  interests in the global  security  will be
limited to participants or persons that may hold interests through participants.


     Utility Holdings expects that,  pursuant to procedures  established by DTC,
ownership of beneficial  interests in any global  security with respect to which
DTC is the depository  will be shown on, and the transfer of that ownership will
be effected only through, records maintained by DTC or its nominee (with respect
to  beneficial  interests of  participants)  and records of  participants  (with
respect to  beneficial  interests  of persons  who hold  through  participants).
Neither  Utility  Holdings  nor the  trustee  will  have any  responsibility  or
liability for any aspect of the records of DTC or for  maintaining,  supervising
or  reviewing  any  records  of  DTC or any  of  its  participants  relating  to
beneficial  ownership interests in the debt securities.  The laws of some states
require that certain  purchasers  of securities  take  physical  delivery of the
securities  in definitive  form.  Such limits and laws may impair the ability to
own, pledge or transfer beneficial interest in a global security.


     So long as the  depository  for a global  security  or its  nominee  is the
registered holder of the global security,  the depository or the nominee, as the
case  may  be,  will  be  considered  the  sole  owner  of the  debt  securities
represented by the global security for all purposes under the indenture.  Except
as  described  below  or in the  applicable  prospectus  supplement,  owners  of
beneficial interest in a global security will not be entitled to have any of the
individual  debt  securities  represented by the global  security  registered in
their names, will not receive or be entitled to receive physical delivery of any
debt  securities  in definitive  form and will not be  considered  the owners or
holders of the debt securities  under the indenture.  Beneficial  owners of debt
securities  evidenced by a global  security will not be considered the owners or
holders of the debt  securities  under the indenture for any purpose,  including
with respect to the giving of any  direction,  instructions  or approvals to the
trustee  under the  indenture.  Accordingly,  each  person  owning a  beneficial
interest in a global  security with respect to which DTC is the depository  must
rely on the procedures of DTC and, if such person is not a  participant,  on the
procedures of the participant  through which such person owns its interests,  to
exercise  any  rights  of  a  holder  under  the  indenture.   Utility  Holdings
understands that, under existing industry practice, if Utility Holdings requests
any  action  of  holders  or if an owner of a  beneficial  interest  in a global
security  desires to give or take any action  which a holder is entitled to give
or take under the indenture,  DTC would authorize the  participants  holding the
relevant  beneficial  interest to give or take such action, and the participants
would authorize  beneficial owners through the participants to give or take such
actions  or would  otherwise  act upon the  instructions  of  beneficial  owners
holding through them.




     Payments of principal of, and any premium and interest on,  individual debt
securities  represented  by a  global  security  registered  in  the  name  of a
depository or its nominee will be made to or at the direction of the  depository
or its  nominee,  as the  case may be,  as the  registered  owner of the  global
security under the indenture. Under the terms of the indenture, Utility Holdings
and the trustee may treat the persons in whose name debt securities, including a
global  security,  are  registered as the owners of the debt  securities for the
purpose of receiving  payments.  Consequently,  neither Utility Holdings nor the
trustee has or will have any responsibility or liability for the payment of such
amounts  to  beneficial  owners  of debt  securities  (including  principal  and
interest).  Utility Holdings believes,  however, that it is currently the policy
of DTC to  immediately  credit the accounts of relevant  participants  with such
payments,  in amounts  proportionate to their respective  holdings of beneficial
interests in the relevant  global security as shown on the records of DTC or its
nominee.  Utility  Holdings also expects that payments by participants to owners
of beneficial interests in the global security held through participants will be
governed by standing  instructions and customary practices,  as is the case with
securities  held for the account of  customers in bearer form or  registered  in
street name,  and will be the  responsibility  of the  participants.  Redemption
notices with respect to any debt  securities  represented  by a global  security
will be sent to the  depository  or its  nominee.  If less  than all of the debt
securities  of any series  are to be  redeemed,  Utility  Holdings  expects  the
depository  to determine the amount of the interest of each  participant  in the
debt  securities  to be  redeemed  to be  determined  by lot.  None  of  Utility
Holdings, the trustee, any paying agent or the registrar for the debt securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial  ownership  interests in the global
security for the debt  securities or for maintaining any records with respect to
the debt securities.


     Neither  Utility  Holdings  nor the trustee will be liable for any delay by
the holders of a global security or the depository in identifying the beneficial
owners of debt securities and Utility  Holdings and the trustee may conclusively
rely on, and will be protected in relying on,  instructions from the holder of a
global security or the depository for all purposes.  The rules applicable to DTC
and its participants are on file with the Securities and Exchange Commission.


     If a depository for any debt securities is at any time unwilling, unable or
ineligible to continue as depository and a successor depository is not appointed
by Utility Holdings within 90 days or if an event of default under the indenture
occurs and is continuing, Utility Holdings will issue individual debt securities
in  exchange  for the  global  security  representing  the debt  securities.  In
addition,  Utility Holdings may at any time and in its sole discretion,  subject
to any limitations  described in the prospectus  supplement relating to the debt
securities,  determine not to have any of the debt securities represented by one
or  more  global  securities  and in  such  event  will  issue  individual  debt
securities in exchange for the global  security or securities  representing  the
debt  securities.  Individual  debt  securities  so  issued  will be  issued  in
denominations of $1,000 and integral multiples thereof.


     All moneys paid by Utility  Holdings to a paying agent or a trustee for the
payment of the  principal  of or  interest  on any debt  security  which  remain
unclaimed  at the end of two years after such payment has become due and payable
will be repaid  to  Utility  Holdings,  and the  holder  of such  debt  security
thereafter may look only to Utility Holdings for payment thereof.







                              PLAN OF DISTRIBUTION


     We may sell securities:

     o    to the public through underwriters,

     o    to private investors through agents or dealers,

     o    directly to purchasers,

     o    or through a combination of these methods.


     We may effect the  distribution  of the securities from time to time in one
or more transactions:

     o    at a fixed price or prices which may be changed;

     o    at market prices prevailing at the time of sale;

     o    at prices related to those prevailing market prices; or

     o    at negotiated prices.


     In connection  with the sale of the  securities,  underwriters  may receive
compensation  from us or from purchasers of the securities for whom they may act
as agents in the form of discounts, concessions or commissions. Underwriters may
sell the  securities  to or  through  dealers,  and  such  dealers  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
underwriters  and/or  commissions  from the  purchasers for whom they may act as
agents. Underwriters, dealers and agents that participate in the distribution of
the  securities  may  be  deemed  to  be  underwriters,  and  any  discounts  or
commissions  received  by them  from  us and any  profit  on the  resale  of the
securities by them may be deemed to be  underwriting  discounts and  commissions
under the  Securities  Act of 1933.  Any  underwriter,  dealer or agent  will be
identified,  and any such compensation received from us will be described,  in a
prospectus supplement or pricing supplement.

     Under certain  circumstances,  remarketing firms may repurchase  securities
and reoffer them to the public as set forth above.  Any remarketing firm and the
terms of its agreement with us will be identified in the prospectus  supplement.
Remarketing  firms  may  be  deemed  to be  underwriters  with  respect  to  the
securities they remarket.

     If  so  indicated  in  the   prospectus   supplement,   we  will  authorize
underwriters to solicit offers by certain  institutions  to purchase  securities
from us  pursuant  to delayed  delivery  contracts  providing  for  payment  and
delivery on the date stated in the prospectus supplement.  Each contract will be
for an amount not less than the amount stated in the prospectus supplement, and,
unless we otherwise  agree,  the aggregate  principal  amount of securities sold
pursuant  to the  contracts  will not be more  than  the  amount  stated  in the
prospectus  supplement.  Institutions with whom the contracts,  when authorized,
may be made include commercial and savings banks,  insurance companies,  pension
funds, investment companies,  educational and charitable institutions, and other
institutions,  but  shall  in all  cases be  subject  to our  approval.  Delayed
delivery  contracts  will  not be  subject  to any  conditions  except  that the
purchase by an institution  of the securities  covered under that contract shall
not at the time of delivery be prohibited  under the laws of any jurisdiction in
the United States to which that institution is subject.


     We will  indemnify the agents and the  underwriters  against  certain civil
liabilities,  including  liabilities  under  the  Securities  Act  of  1933,  or
contribute to payments the agents or the underwriters may be required to make.









                                  LEGAL MATTERS

     Certain  legal  matters  related to the  securities we are offering by this
prospectus  will be  passed  upon for us by  Barnes &  Thornburg,  Indianapolis,
Indiana, and by Kegler, Brown, Hill & Ritter, Columbus, Ohio.


                                     EXPERTS

     The  consolidated   financial   statements  and  the  related  consolidated
financial statement schedules  incorporated in this prospectus by reference from
Vectren Corporation's Annual Report on Form 10-K for the year ended December 31,
2002 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in  their  report  which is  incorporated  herein  by  reference  (which  report
expresses an unqualified opinion and includes  explanatory  paragraphs referring
to the changes in the method of accounting for goodwill described in Note 2G and
financial  derivative  instruments and hedging activities  described in Note 16,
and the  restatement  described  in Note 3),  and have been so  incorporated  in
reliance  upon the report of such firm given upon their  authority as experts in
accounting and auditing.

     The  consolidated   financial   statements  and  the  related  consolidated
financial statement schedules  incorporated in this prospectus by reference from
Vectren Utility  Holdings,  Inc.'s Annual Report on Form 10-K for the year ended
December  31,  2002 have been  audited  by  Deloitte & Touche  LLP,  independent
auditors,  as stated in their report which is  incorporated  herein by reference
(which  report  expresses  an  unqualified  opinion  and  includes   explanatory
paragraphs  referring  to the changes in the method of  accounting  for goodwill
described in Note 2F and financial derivative instruments and hedging activities
described in Note 12, and the restatement described in Note 3), and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.




                       WHERE YOU CAN FIND MORE INFORMATION

     Vectren and Utility  Holdings file annual,  quarterly and special  reports,
proxy  statements  and  other  information  with  the  Securities  and  Exchange
Commission  under the Securities  Exchange Act of 1934. You may read our filings
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy this  information at or obtain copies of this  information by mail from
the Public  Reference  Room of the SEC,  450 Fifth  Street,  N.W.,  Room  10024,
Washington D.C. 20549, at prescribed  rates.  You may obtain  information on the
operation of the Public Reference Room by calling the SEC at (800) SEC-0330.


     Vectren's  common  stock and Utility  Holdings's  7 1/4%  Senior  Notes due
October 15, 2031 are listed on the New York Stock Exchange,  and you can inspect
reports,  proxy  statements  and other  information  about  Vectren  or  Utility
Holdings at the offices of the New York Stock  Exchange,  Inc., 20 Broad Street,
New York, New York 10005.  For further  information  on obtaining  copies of our
public filings at the New York Stock Exchange, you should call (212) 656-5060.


     This  prospectus  is part of a  registration  statement  on Form  S-3  that
Vectren, Utility Holdings, Indiana Gas, Southern Indiana Gas and Vectren of Ohio
jointly have filed with the SEC to register the securities we are offering. This
prospectus does not contain all of the information that is important to you. You
should read the  registration  statement,  including  the attached  exhibits and
schedules and the documents  incorporated by reference in this  prospectus,  for
additional relevant information about us and the securities we are offering.


                          INCORPORATION OF INFORMATION
                              WE FILE WITH THE SEC

     The SEC  allows us to  "incorporate  by  reference"  into  this  prospectus
certain  information  we file  with the SEC.  This  means  that we can  disclose
important  information  to  you  by  referring  you to  another  document  filed
separately with the SEC. The information incorporated by reference is considered
to be part of this prospectus,  except for any information that is superseded by
information  that is contained or  otherwise  incorporated  by reference in this
prospectus.


     This prospectus  incorporates by reference the documents  listed below that
we have  previously  filed with the SEC and any future  filings we make with the
SEC under Sections 13(a),  13(c), 14, or 15(d) of the Securities Exchange Act of
1934  (i)  between  the date of this  preliminary  prospectus  and  prior to the
effectiveness of the registration statement that registers the securities we are
offering and (ii) after the  effectiveness  of the  registration  statement that
registers the securities we are offering  until the  termination of the offering
being made by this prospectus.


     o    Annual Report of Vectren on Form 10-K for the year ended  December 31,
          2002;

     o    Current Reports of Vectren on Form 8-K filed with the SEC on March 31,
          2003, March 14, 2003 and January 31, 2003;

     o    Annual  Report of  Utility  Holdings  on Form 10-K for the year  ended
          December 31, 2002;

     o    Current Reports of Utility  Holdings on Form 8-K filed with the SEC on
          March 14, 2003 and January 31, 2003;




     o    The   description   of  Vectren's   common  stock   contained  in  its
          registration statement on Form 8-A filed on November 16, 1999; and

     o    The description of Vectren's common stock purchase rights contained in
          its registration statement on Form 8-A filed on November 16, 1999.


     You may obtain  any of the  documents  incorporated  by  reference  in this
document  from us without  charge,  excluding  any  exhibits to those  documents
unless the exhibit is  specifically  incorporated  by reference as an exhibit to
this prospectus, by telephone from us at the following address:


                               Investor Relations
                               Vectren Corporation
                              20 N.W. Fourth Street
                            Evansville, Indiana 47708
                                 (812) 491-4000



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.


     The aggregate  estimated  expenses,  other than underwriting  discounts and
commissions,  in  connection  with the  offering  pursuant to this  registration
statement are currently anticipated to be as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated):


         Registration Fee..........................      $    28,315
         New York Stock Exchange Filing Fee........           54,800
         Blue Sky Fees and Expenses................           25,000
         Printing and Engraving Expenses...........           55,000
         Legal Fees and Expenses...................          225,000
         Rating Agency Fees........................          131,000
         Accounting Fees and Expenses..............         125,000
         Trustee Fees..............................           15,000
         Miscellaneous.............................           45,885
                                                            --------

         Total    .................................      $  705,000
                                                            =======



Item 15. Indemnification of Directors and Officers.


Vectren Indemnification Provisions


     The Vectren  Articles  and the Vectren  bylaws  provide  that  Vectren will
indemnify any individual  who is or was a director or officer of Vectren,  or is
or was  serving at the  request of Vectren as a  director,  officer,  partner or
trustee of another foreign or domestic corporation,  partnership, joint venture,
trust,  employee  benefit  plan or other  enterprise  whether or not for profit,
against liability and expenses,  including  attorneys' fees,  incurred by him or
her in any action, suit, or proceeding, whether civil, criminal, administrative,
or investigative,  and whether formal or informal, in which he or she is made or
threatened  to be made a party by  reason  of being or  having  been in any such
capacity, or arising out of his or her status as such, except (i) in the case of
any action, suit, or proceeding terminated by judgment, order, or conviction, in
relation to matters as to which he or she is adjudged to have breached or failed
to perform  the duties of his or her office and the breach or failure to perform
constituted willful misconduct or recklessness; and (ii) in any other situation,
in  relation  to matters as to which it is found by a  majority  of a  committee
composed of all directors not involved in the matter in controversy  (whether or
not a quorum)  that he or she breached or failed to perform the duties of his or
her office and the breach or failure to perform  constituted  willful misconduct
or recklessness.  Vectren may pay for or reimburse  reasonable expenses incurred
by a director or officer in defending any action, suit, or proceeding in advance
of the final  disposition  thereof upon receipt of (i) a written  affirmation of
the  director's or officer's good faith belief that such director or officer has
met the standard of conduct  prescribed by Indiana law; and (ii) an  undertaking
of the  director  or  officer  to repay  the  amount  paid by  Vectren  if it is
ultimately  determined  that he or she is not  entitled  to  indemnification  by
Vectren.


     The  Vectren   Articles   and  the   Vectren   bylaws   provide   that  the
indemnification rights described above are in addition any other indemnification
rights a person may have by law. The  employment  agreements  with its executive
officers will require Vectren to indemnify the executive  officers in accordance
with  its  indemnification  policies  for  its  senior  executives,  subject  to
applicable law.

Utility Holdings Indemnification Provisions


     The  articles of  incorporation  of Utility  Holdings  provide that Utility
Holdings  is  required  to  indemnify  any  person  who was or is a party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil or criminal,  administrative,  investigative,
formal or  informal  by reason of the fact that he or she is or was a  director,
officer,  employee  or agent of  Utility  Holdings  or is or was  serving at the
request of Utility Holdings as a director,  officer,  agent, employee,  partner,
trustee or member in another corporation,  unincorporated association,  business
trust,  estate,  partnership,  trust,  joint  venture  or other  entity  against
expenses (including attorneys' fees) and judgments, penalties, fines and amounts
paid in settlement  if he or she (1) acted in good faith,  (2) acted in a manner
he or she reasonably believed (A) with respect to actions in his or her official
capacity, to be in the best interests of Utility Holdings or (B) with respect to
actions not in an official  capacity,  was not opposed to the best  interests of
Utility  Holdings and (3) with respect to any  criminal  action,  either (A) had
reasonable  cause  to  believe  his or her  conduct  was  lawful  or (B)  had no
reasonable cause to believe his or her conduct was unlawful.



     Further,  Utility  Holdings must indemnify any such person against expenses
if he or she has been  successful  on the merits or  otherwise in the defense of
the action.


     Unless ordered by court,  any  indemnification  of a person pursuant to the
provisions  described  in the first  paragraph  of this  section  may be made by
Utility  Holdings only as  authorized in the specific case upon a  determination
that indemnification of the person is proper in the circumstances  because he or
she met the applicable  indemnification  standards.  Such determination shall be
made (i) by the board of directors of Utility Holdings,  by a majority vote of a
quorum  consisting  of directors who are not parties to the action or proceeding
or (ii) if a quorum cannot be obtained,  by a majority vote of a committee  duly
designated  by the board (in which  designation  directors  who are  parties may
participate)  consisting  solely of two or more directors who are not parties to
the action or  proceeding  or (iii) by  written  opinion  of  independent  legal
counsel (A)  selected by the board in the manner  described in (i) or (ii) above
or (B) if a quorum  cannot be  obtained  or a  committee  cannot be  designated,
selected by a majority of the full board in which  selection  directors  who are
parties may participate or (iv) by shareholders who are not parties.


     Utility Holdings may advance expenses  reasonably incurred in defending any
action or  proceeding  described  above if (i) the  person  furnishes  us with a
written  affirmation  of a  good  faith  belief  that  he or  she  has  met  the
indemnification  standards and a written  undertaking to repay the advance if it
is  ultimately  determined  that  he or she  did not  meet  the  indemnification
standards and (ii) it is determined that the facts then known would not preclude
indemnification pursuant to the provision described above.


     The  articles  of  Utility  Holdings   provide  that  the   indemnification
provisions are not exclusive of other indemnification  rights which a person may
have under law, the bylaws,  a resolution of the board or  shareholders,  or any
other authorization or instrument  providing for  indemnification.  The articles
provide that Utility  Holdings has the power to maintain  insurance on behalf of
the directors,  officers and other persons  described above against  liabilities
whether or not Utility  Holdings  would  otherwise  have the power to  indemnify
against such liability.


Southern Indiana Gas Indemnification Provisions


     The  Southern  Indiana Gas bylaws  provide that  Southern  Indiana Gas will
indemnify any individual who is or was a director or officer of Southern Indiana
Gas, or was serving at the  request of Southern  Indiana Gas in any  position or
capacity or on any committee for Southern Indiana Gas or any other  corporation,
partnership,   association,   trust,  foundation,   not-for-profit  corporation,
employee benefit plan or other organization or entity, against all liability and
reasonable  expenses,  including  attorneys'  fees,  incurred  by  him or her in
connection  with or resulting  from any claim,  action,  suit,  or proceeding in
which either (i) he or she is wholly successful on the merits thus entitling him
or her to mandatory  indemnification  or (ii) he or she is not wholly successful
but it is  nevertheless  determined  that he or she is  entitled  to  permissive
indemnification because he or she (a) acted in good faith, (b) acted in a manner
he or she reasonably believed (1) with respect to actions in his or her official
capacity,  to be in the  best  interests  of  Southern  Indiana  Gas or (2) with
respect to all other actions,  was at least not opposed to the best interests of
Southern Indiana Gas and (c) with respect to any criminal action, either (1) had
reasonable  cause  to  believe  his or her  conduct  was  lawful  or (2)  had no
reasonable cause to believe his or her conduct was unlawful.


     Any  indemnification  of a person  pursuant to the provisions  described in
clause (ii) above may be made by Southern  Indiana Gas only as authorized in the
specific case upon a determination that  indemnification of the person is proper
in the  circumstances  because  he or she  met  the  applicable  indemnification
standards.  Upon a  proposal  by a  director  of the  corporation,  who may be a
director who is seeking such  indemnification  for himself or herself,  (i) if a
quorum of directors  eligible to decide the matter  exists,  such  directors may
either (a) decide the question themselves, (b) refer the matter to special legal
counsel, or (c) decline to take any action to either decide the question of such
indemnification  or refer the matter for decision to special legal counsel;  and
(ii) if a quorum cannot be obtained, a majority of the entire board of directors
may  either  (a)  refer  the  matter to a  committee  consisting  of two or more
directors who are not parties to the action or proceeding, who may either decide
the  matter  themselves  or refer the  matter to  special  legal  counsel or (b)
decline to take any action to either  refer the matter to a  committee  or refer
the matter to special legal counsel.



     Southern Indiana Gas may pay for or reimburse  reasonable expenses incurred
by a director or officer in defending any action, suit, or proceeding in advance
of the final  disposition  thereof upon receipt of (i) a written  affirmation of
the  director's  or  officer's  good  faith  belief  that  he or she has met the
standard of conduct  prescribed by Indiana law; and (ii) an  undertaking  of the
director or officer to repay the amount  paid by  Southern  Indiana Gas if it is
ultimately  determined  that he or she is not  entitled  to  indemnification  by
Southern Indiana Gas.


     The  Southern  Indiana Gas  articles  and the  Southern  Indiana Gas bylaws
provide  that the  indemnification  rights  described  above are in addition any
other indemnification  rights a person may have by law or by contract.  Southern
Indiana Gas expects that employment  agreements with its executive officers will
require Southern  Indiana Gas to indemnify the executive  officers in accordance
with  its  indemnification  policies  for  its  senior  executives,  subject  to
applicable law.


Indiana Gas Indemnification Provisions


     The  articles of  incorporation  of Indiana Gas provide that Indiana Gas is
required to indemnify  any person who was or is a party or is  threatened  to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative,  investigative, formal or informal by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of Indiana  Gas or is or was  serving at the  request of Indiana  Gas as a
director,  officer,  agent,  employee,  partner,  trustee  or member in  another
corporation,  unincorporated  association,  business trust, estate, partnership,
trust,  joint venture or other entity  against  expenses  (including  attorneys'
fees) and  judgments,  penalties,  fines and amounts paid in settlement if he or
she (1) acted in good faith, (2) acted in a manner he or she reasonably believed
(A) with respect to actions in his or her official  capacity,  to be in the best
interests  of Indiana  Gas or (B) with  respect to  actions  not in an  official
capacity,  was not  opposed to the best  interests  of Indiana  Gas and (3) with
respect to any criminal  action,  either (A) had reasonable cause to believe his
or her conduct was lawful or (B) had no  reasonable  cause to believe his or her
conduct was unlawful.


     Further,  Indiana Gas must indemnify any such person against expenses if he
or she has been  successful  on the merits or  otherwise  in the  defense of the
action.


     Unless ordered by a court, any  indemnification of a person pursuant to the
provisions  described  in the first  paragraph  of this  section  may be made by
Indiana Gas only as authorized in the specific  case upon a  determination  that
indemnification  of the person is proper in the circumstances  because he or she
met the applicable  indemnification  standards. Such determination shall be made
(i) by the board of  directors  of Indiana  Gas, by a majority  vote of a quorum
consisting  of directors who are not parties to the action or proceeding or (ii)
if a  quorum  cannot  be  obtained,  by a  majority  vote  of a  committee  duly
designated  by the board (in which  designation  directors  who are  parties may
participate)  consisting  solely of two or more directors who are not parties to
the action or  proceeding  or (iii) by  written  opinion  of  independent  legal
counsel (A)  selected by the board in the manner  described in (i) or (ii) above
or (B) if a quorum  cannot be  obtained  or a  committee  cannot be  designated,
selected by a majority of the full board in which  selection  directors  who are
parties may participate or (iv) by shareholders who are not parties.


     Indiana Gas may advance  expenses  reasonably  incurred  in  defending  any
action or proceeding  described  above if (i) the person  furnishes  Indiana Gas
with a written  affirmation  of a good faith  belief  that he or she has met the
indemnification  standards and a written  undertaking to repay the advance if it
is  ultimately  determined  that  he or she  did not  meet  the  indemnification
standards and (ii) it is determined that the facts then known would not preclude
indemnification pursuant to the provision described above.


     The articles of Indiana Gas provide that the indemnification provisions are
not exclusive of other indemnification rights which a person may have under law,
the regulations and bylaws,  a resolution of the board or  shareholders,  or any
other authorization or instrument  providing for  indemnification.  The articles
provide  that  Indiana Gas has the power to maintain  insurance on behalf of the
directors,  officers  and other  persons  described  above  against  liabilities
whether or not Indiana Gas would  otherwise have the power to indemnify  against
such liability.




Indiana Business Corporation Law Provision


     Vectren,  Utility  Holdings and Southern  Indiana Gas are  incorporated  in
Indiana.  Indiana Gas is  incorporated  in Indiana and Ohio.  Section 23-1-37 et
seq. of the IBCL provides for "mandatory indemnification," unless limited by the
articles,  by a corporation  against reasonable  expenses incurred by a director
who is wholly  successful,  on the merits or  otherwise,  in the  defense of any
proceeding to which the director was a party by reason of the director  being or
having been a director of the corporation. Section 23-1-37-10 of the IBCL states
that a  corporation  may, in advance of the final  disposition  of a proceeding,
reimburse  reasonable  expenses  incurred  by a  director  who is a  party  to a
proceeding if the director furnishes the corporation with a written  affirmation
of the  director's  good  faith  belief  that he or she acted in good  faith and
reasonably  believed  his or  her  actions  were  in the  best  interest  of the
corporation (or if the actions are not in an official capacity, the actions were
not opposed to the best  interests of the  corporation)  if the  proceeding is a
civil  proceeding.  If the  proceeding is criminal,  the director must furnish a
written affirmation that he or she had reasonable cause to believe he or she was
acting  lawfully or the  director or officer had no reason to believe the action
was  unlawful.  The  director  must  undertake  to repay  the  advance  if it is
ultimately  determined  that he or she did not  meet  the  standard  of  conduct
required by the IBCL.  In addition,  those making the decision to reimburse  the
director  must   determine   that  the  facts  then  known  would  not  preclude
indemnification under the IBCL.


     The IBCL permits a corporation to grant indemnification  rights in addition
to those  provided  by  statute,  limited  only by the  fiduciary  duties of the
directors  approving  the  indemnification  and public  policies of the State of
Indiana.


Vectren of Ohio Indemnification Provisions


     The code of  regulations of Vectren of Ohio provide that Vectren of Ohio is
required to indemnify  any person who is a party,  or is threatened to be made a
party, to any civil,  criminal,  administrative,  or investigative action, other
than an action by or in the right of the corporation, by reason of the fact that
he or she is or was a director,  officer, employee, or agent of the corporation,
or is or was serving at the request of the  corporation as a director,  trustee,
officer,  employee,  or agent  of  another  corporation,  domestic  or  foreign,
nonprofit or for profit, partnership, joint venture, trust, or other enterprise,
against  expenses,   including  attorneys'  fees,  judgments,   decrees,  fines,
penalties,  and amounts paid in settlement  actually and reasonably  incurred by
him or her in  connection  with such action,  suit or  proceeding,  if he or she
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best  interests of the  corporation,  and with respect to any
criminal  action,  or proceeding,  he or she had no reasonable  cause to believe
that his or her conduct was unlawful.


     In case any such person is a party or is  threatened  to be made a party to
any threatened,  pending,  or completed action or suit by or in the right of the
corporation  to procure a judgment  in its  favor,  further,  Vectren of Ohio is
required to indemnify him or her against  expenses,  including  attorneys' fees,
actually and reasonably incurred by him or her in connection with the defense or
settlement  of an  action  or suit  referenced  above if he or she acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation,  except that no indemnification  shall be
made in respect of any of the following:  (i) any claim,  issue, or matter as to
which such person is adjudged to be liable for  negligence  or misconduct in the
performance of his or her duty to the corporation  unless and only to the extent
that the court of common  pleas,  or the court in which such  action or suit was
brought determines upon application that, despite the adjudication of liability,
but in view of all the  circumstances  of the case,  such  person is fairly  and
reasonably  entitled to indemnity for such expenses as the court of common pleas
or such other court shall deem  proper;  or (ii) any action or suit in which the
only liability asserted against a director is pursuant to Section 1701.95 of the
Ohio Revised Code.


     To the extent  that any such  person has been  successful  on the merits or
otherwise  in defense of any  action,  suit,  or  proceeding  referred to above,
Vectren of Ohio must indemnify him or her against expenses, including attorneys'
fees,  actually and  reasonably  incurred by him or her in  connection  with the
action, suit or proceeding.



     Indemnification,  unless  ordered  by a court,  shall be made by Vectren of
Ohio  only  as  authorized  in  the  specific  case  upon a  determination  that
indemnification  of the person is proper in the circumstances  because he or she
has met the applicable  standard of conduct set forth above.  The  determination
shall be made as  follows:  (i) by a  majority  vote of a quorum  consisting  of
directors of the  corporation  who were not and are not parties to or threatened
with any such action, suit, or proceeding, (ii) if this quorum is not obtainable
or if a majority vote of a quorum of  disinterested  directors so directs,  in a
written opinion by independent  legal counsel other than an attorney,  or a firm
having  associated  with it an  attorney,  who has been  retained  by or who has
performed  services for the  corporation or any person to be indemnified  within
the past five years,  (iii) by the shareholders,  or (iv) by the court of common
pleas or the court in which such action,  suit, or proceeding  has brought.  Any
determination  made  by the  disinterested  directors  or by  independent  legal
counsel must be promptly  communicated  to the person who  threatened or brought
the action or suit, by or in the right of the  corporation,  and within ten days
after the  receipt  of the  notification,  such  person  shall have the right to
petition the court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.


     Unless the only liability  asserted against a director in an action,  suit,
or proceeding is pursuant to Section 1701.95 of the Ohio Revised Code, expenses,
including attorneys' fees, incurred by a director in defending the action, suit,
or proceeding, shall be paid by the corporation as they are incurred, in advance
of the final  disposition of the action,  suit, or proceeding upon receipt of an
undertaking by or on behalf of the director in which he or she agrees to do both
of the following:  (A) repay such amount if it is proved by clear and convincing
evidence in a court of competent  jurisdiction that his or her action or failure
to act involved an act or omission  undertaken with  deliberate  intent to cause
injury to the  corporation  or undertaken  with reckless  disregard for the best
interests of the corporation;  and (B) reasonably cooperate with the corporation
concerning the action, suit, or proceeding.


     Expenses,  including  attorneys'  fees,  incurred by a  director,  trustee,
officer,  employee or agent in defending any action, suit or proceeding referred
to above may be paid by the  corporation  as they are incurred in advance of the
final  disposition  of the  action,  suit or  proceeding  as  authorized  by the
directors  in the  specific  case upon the  receipt of an  undertaking  by or on
behalf of the  director,  trustee,  officer,  employee,  or agent to repay  such
amount,  if it  ultimately  is  determined  that he or she is not entitled to be
indemnified by the corporation.


     Expenses,  including  attorneys'  fees,  amounts  paid in  settlement,  and
(except  in the  case  of an  action  by or in  the  right  of the  corporation)
judgments,  decrees,  fines  and  penalties,  incurred  in  connection  with any
potential,  threatened, pending or completed action, suit or proceeding, whether
civil, criminal,  administrative or investigative by any person by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
corporation  or is or  was  serving  at the  request  of  the  corporation  as a
director, trustee, officer, employee, or agent of another corporation,  domestic
or foreign,  nonprofit or profit,  partnership,  joint  venture,  trust or other
enterprise,  may be paid or reimbursed by the corporation,  as authorized by the
board of directors upon a determination that such payment or reimbursement is in
the best  interests  of the  corporation;  provided,  however,  that  unless all
directors are interested,  the interested  directors shall not participate and a
quorum shall be one-third of the disinterested directors.


     The indemnification  authorized by the code of regulations is not exclusive
of, and shall be in  addition  to,  any other  rights  granted to those  seeking
indemnification under the corporation's articles of incorporation or the code of
regulations or any agreement,  vote of shareholders or disinterested  directors,
or  otherwise,  both as to action in an  official  capacity  and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director,  trustee, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.


     Vectren of Ohio may  purchase and  maintain  insurance  or furnish  similar
protection,  including  but not  limited  to trust  funds,  letters of credit or
self-insurance,  on  behalf  of or for  any  person  who  is or was a  director,
officer,  employee,  or agent of the  corporation,  or is or was  serving at the
request of the corporation as a director,  trustee, officer,  employee, or agent
of  another  corporation,   domestic  or  foreign,   nonprofit  or  for  profit,
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against him and incurred by him or her in any such capacity, or arising
out of his status as such, whether or not the corporation would have indemnified
him or her  against  such  liability  under  the  provisions  described  herein.
Insurance  may be  purchased  from or  maintained  with a person  in  which  the
corporation has a financial interest.



Ohio Revised Code Provisions


     Vectren of Ohio is  incorporated  in Ohio.  Indiana Gas is  incorporated in
Ohio  and  Indiana.  Section  1701.13(E)  of  the  Ohio  Revised  Code  gives  a
corporation  incorporated  under the laws of Ohio power to indemnify  any person
who is or has been a director,  officer,  agent or employee of that corporation,
or of another  corporation,  domestic  or  foreign,  non-profit  or for  profit,
limited liability  company or a partnership,  joint venture or other enterprise,
at the request of that  corporation,  against  expenses  actually and reasonably
incurred by him in connection with any pending,  threatened or completed action,
suit or proceeding, criminal or civil, to which he or she was, is or may be made
a party  because of being or having  been such  director,  officer or  employee,
provided, in connection therewith,  that such person is determined to have acted
in good  faith and in a manner  he or she  reasonably  believed  to be in or not
opposed to the best interests of the corporation, that, in the case of an action
or suit by or in the right of the  corporation,  (i) no negligence or misconduct
shall have been adjudged  unless a court  determines  that such person is fairly
and reasonably entitled to indemnity,  and (ii) the action or suit is not one in
which the only  liability  asserted  against a director  is  pursuant to Section
1701.95 of the Ohio Revised Code, which relates to unlawful loans, dividends and
distributions of assets, and that, in the case of a criminal matter, such person
is determined to have had no reasonable cause to believe that his or her conduct
was unlawful.  Section  1701.13(E) further provides that to the extent that such
person has been  successful  on the merits or  otherwise  in defense of any such
action,  suit,  or  proceeding,  or in  defense  of any  claim,  issue or matter
therein, he or she shall be indemnified against expenses,  including  attorneys'
fees,  actually and reasonably  incurred by him or her in connection  therewith.
Section  1701.13(E)  further provides that unless a corporation has specifically
elected to the contrary in its articles of  incorporation or code of regulations
and unless the only liability asserted against a director is pursuant to Section
1701.95,  expenses  incurred by a director in defending such an action,  suit or
proceeding  shall be paid by the  corporation as they are incurred in advance of
the final  disposition  of such action,  suit or  proceeding  upon receipt of an
undertaking  (i) to repay such  amounts if it is proved by clear and  convincing
evidence in a court of  competent  jurisdiction  that such  director  acted,  or
failed to act, with deliberate intent to cause injury to the corporation or with
reckless disregard for the best interests of the corporation and (ii) reasonably
to cooperate with the corporation  concerning  said action,  suit or proceeding.
Section  1701.13(E)  also provides that the  indemnification  thereby  permitted
shall not be exclusive of any other rights that directors, officers or employees
may have, including rights under insurance purchased by the corporation.


Item 16. Exhibits.


   Number      Description

   2.1         Agreement  and Plan of  Merger  dated as of June 11,  1999  among
               Indiana Energy, Inc., SIGCORP,  Inc. and Vectren Corporation (the
               "Merger  Agreement")  (Incorporated  by reference to Exhibit 2 to
               Vectren's Form S-4 (Registration No. 333-90763) filed on November
               12, 1999)

   2.2         Amendment No. 1 to the Merger  Agreement  dated December 14, 1999
               (Incorporated by reference to Exhibit 2 to Indiana Energy, Inc.'s
               (Commission File No. 1-09091) Current Report on Form 8-K filed on
               December 16, 1999)

   2.3         Asset Purchase  Agreement dated December 14, 1999 between Indiana
               Energy,  Inc. and The Dayton  Power and Light  Company and Number
               -3CHK  with a  commitment  letter for a 364-Day  Credit  Facility
               dated December 16, 1999  (Incorporated  by reference to Exhibit 2
               and 99.1 of Indiana  Energy,  Inc.'s  Current  Report on Form 8-K
               dated December 28, 1999.)

   4.1         Amended  and  Restated   Articles  of  Incorporation  of  Vectren
               Corporation  effective March 31, 2000  (Incorporated by reference
               to Exhibit 4.1 to the Current Report on Form 8-K of Vectren filed
               on April 14, 2000)

   4.2         Code of By-Laws of Vectren Corporation (Incorporated by reference
               to Exhibit 3.2 to Vectren's  Annual  Report on Form 10-K filed on
               March 18, 2003)


   4.3         Shareholders  Rights  Agreement  dated  as of  October  21,  1999
               between Vectren Corporation and Equiserve Trust Company, N.A., as
               Rights Agent (Incorporated by reference to Exhibit 4 to Vectren's
               Form S-4 (Registration No. 333-90763) filed on November 12, 1999)

   4.4         Form of  Indenture  (incorporated  by reference to Exhibit 4.1 of
               Utility Holdings's Form S-3 (Registration No. 333-69742) filed on
               October 10, 2001)

   5.1*        Opinion of Barnes and Thornburg

   5.2*        Opinion of Kegler, Brown, Hill & Ritter

   12*         Statement regarding Computation of Ratios

   23.1*       Consent of Deloitte & Touche LLP regarding Vectren

   23.2*       Consent of Deloitte & Touche LLP regarding Utility Holdings

   23.3*       Consent of Barnes and Thornburg (included in Exhibit 5.1)

   23.4*       Consent of Kegler, Brown, Hill & Ritter (included in Exhibit 5.2)

   24*         Powers of Attorney

   25*         Form T-1 Statement of Eligibility

---------------

* filed herewith

We will file as an exhibit to an amendment to this registration  statement or to
a  Current  Report  on Form  8-K  (i) any  underwriting  agreement  relating  to
securities offered by this Registration  Statement and (ii) any required opinion
of counsel as to certain tax matters relative to securities offered hereby.


Item 17. Undertakings.


     Each of the undersigned registrants hereby undertakes:


          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "Securities Act");

               (ii) to reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20% change in the maximum aggregate  offering price set forth in the
          "Calculation of Registration Fee" table in the effective  registration
          statement; and

               (iii) to include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement.

          Provided,  however,  that  (1)(i)  and  (1)(ii)  do not  apply  if the
     information required to be included in a post-effective  amendment by those
     paragraphs is contained in periodic  reports filed with or furnished to the
     Securities and Exchange Commission by the registrant pursuant to Section 13
     or  Section  15(d)  of  the  Securities  Exchange  Act  of  1934  that  are
     incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

          (4)  That,  for  purposes  of  determining  any  liability  under  the
     Securities  Act of 1933,  each  filing of the  registrant's  annual  report
     pursuant to Section 13(a) or Section 15(d) of the  Securities  Exchange Act
     of 1934 (and, where  applicable,  each filing of an employee benefit plan's
     annual report  pursuant to Section 15(d) of the Securities  Exchange Act of
     1934) that is incorporated by reference in the registration statement shall
     be deemed to be a new  registration  statement  relating to the  securities
     offered therein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.


          (5)  Insofar as  indemnification  for  liabilities  arising  under the
     Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
     controlling persons of the registrant pursuant to the foregoing provisions,
     or otherwise,  the  registrant  has been advised that in the opinion of the
     Securities and Exchange  Commission such  indemnification is against public
     policy  as  expressed  in the  Securities  Act of 1933  and is,  therefore,
     unenforceable.  In the event that a claim for indemnification  against such
     liabilities  (other than the payment by the registrant of expenses incurred
     or paid by a director,  officer or controlling  person of the registrant in
     the  successful  defense of any action,  suit or proceeding) is asserted by
     such  director,  officer  or  controlling  person  in  connection  with the
     securities being registered,  the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a  court  of   appropriate   jurisdiction   the   question   whether   such
     indemnification  by it  is  against  public  policy  as  expressed  in  the
     Securities  Act of 1933 and will be governed by the final  adjudication  of
     such issue.






                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana, on March 31, 2003.


                              VECTREN CORPORATION


                              By:  /s/ Ronald E. Christian
                                 ---------------------------------------------
                                 Ronald E.  Christian, Senior Vice President,
                                 Secretary and General Counsel


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.




         Signature                                            Title                     Date


(1) Principal Executive Officer


                                                                                  
/s/ Niel C. Ellerbrook                                                                  March 31, 2003
------------------------------------------------         Chairman and Chief
Niel C.  Ellerbrook                                      Executive Officer


(2) Principal Financial Officer


/s/ Jerome A. Benkert, Jr.                                                              March 31, 2003
------------------------------------------------         Executive Vice President
Jerome A.  Benkert, Jr.                                  and Chief Financial
                                                         Officer

(3) Principal Accounting Officer


/s/ M. Susan Hardwick                                                                   March 31, 2003
------------------------------------------------         Vice President and
M.  Susan Hardwick                                       Controller










(4) A Majority of the Board of Directors

                                                                                  
/s/ John M. Dunn
-------------------------------------------
John M.  Dunn                                            Director

/s/ Niel C. Ellerbrook
-------------------------------------------
Niel C.  Ellerbrook                                      Director

/s/ John D. Englebrecht
-------------------------------------------
John D.  Engelbrecht                                     Director

/s/ Lawrence A. Ferger
-------------------------------------------
Lawrence A.  Ferger                                      Director


-------------------------------------------
Anton H.  George                                         Director

/s/ Andrew E. Goebel                                                                    March 31, 2003
-------------------------------------------
Andrew E.  Goebel                                        Director

/s/ Robert L. Koch II
-------------------------------------------
Robert L.  Koch II                                       Director

/s/ William G. Mays
-------------------------------------------
William G.  Mays                                         Director

/s/ J. Timothy McGinley
-------------------------------------------
J.  Timothy McGinley                                     Director

/s/ Richard P. Rechter
-------------------------------------------
Richard P.  Rechter                                      Director

/s/ Ronald G. Reherman
-------------------------------------------
Ronald G.  Reherman                                      Director

/s/ Richard W. Shymanski
-------------------------------------------
Richard W.  Shymanski                                    Director

/s/ Jean L. Wojtowicz
-------------------------------------------
Jean L.  Wojtowicz                                       Director








                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana, on March 31, 2003.


                             VECTREN UTILITY HOLDINGS, INC.


                              By: /s/ Ronald E. Christian
                                 ---------------------------------------------
                                 Ronald E.  Christian, Senior Vice President
                                    and Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.




         Signature                                            Title                     Date


(1) Principal Executive Officer


                                                                                  
/s/ Niel C. Ellerbrook
------------------------------------------------         Chairman and Chief             March 31, 2003
Niel C.  Ellerbrook                                      Executive Officer


(2) Principal Financial Officer


/s/ Jerome A. Benkert, Jr.
------------------------------------------------         Executive Vice President       March 31, 2003
Jerome A.  Benkert, Jr.                                  and Chief Financial
                                                         Officer

(3) Principal Accounting Officer


/s/ M. Susan Hardwick
------------------------------------------------         Vice President and             March 31, 2003
M.  Susan Hardwick                                       Controller










(4) A Majority of the Board
   of Directors


                                                                                  

/s/ Niel C. Ellerbrook
------------------------------------------------
Niel C.  Ellerbrook                                      Director                       March 31, 2003


/s/ Andrew E. Goebel
------------------------------------------------
Andrew E.  Goebel                                        Director                       March 31, 2003

/s/ Jerome A. Benkert, Jr.
------------------------------------------------
Jerome A.  Benkert, Jr.                                  Director                       March 31, 2003

/s/ Ronald E. Christian
------------------------------------------------
Ronald E.  Christian                                     Director                       March 31, 2003











     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana, on March 31, 2003.


                              SOUTHERN INDIANA GAS AND ELECTRIC COMPANY



                              By: /s/ Ronald E. Christian
                                 ---------------------------------------------
                                 Ronald E.  Christian, Senior Vice President
                                 and Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.




         Signature                                            Title                     Date

(1) Principal Executive Officer


                                                                                  
/s/ Niel C. Ellerbrook
------------------------------------------------         Chairman and Chief             March 31, 2003
Niel C.  Ellerbrook                                      Executive Officer


(2) Principal Financial Officer


/s/ Jerome A. Benkert, Jr.
------------------------------------------------         Executive Vice President       March 31, 2003
Jerome A.  Benkert, Jr.                                  and Chief Financial
                                                         Officer


(3) Principal Accounting Officer


/s/ M. Susan Hardwick
------------------------------------------------         Vice President and             March 31, 2003
M.  Susan Hardwick                                       Controller









(4) A Majority of the Board
   of Directors

                                                                                  

/s/ Jerome A. Benkert, Jr.
------------------------------------------------         Director                       March 31, 2003
Jerome A.  Benkert, Jr.


/s/ Ronald E. Christian
------------------------------------------------         Director                       March 31, 2003
Ronald E.  Christian


/s/ William S. Doty
------------------------------------------------         Director                       March 31, 2003
William S.  Doty


/s/ Niel C. Ellerbrook
------------------------------------------------         Director                       March 31, 2003
Niel C.  Ellerbrook


/s/ Andrew E. Goebel
------------------------------------------------         Director                       March 31, 2003
Andrew E.  Goebel


/s/ M. Susan Hardwick
------------------------------------------------         Director                       March 31, 2003
M.  Susan Hardwick











                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana, on March 31, 2003.


                            INDIANA GAS COMPANY, INC.


                              By:  /s/ Ronald E. Christian
                                 --------------------------------------------
                                 Ronald E.  Christian, Senior Vice President
                                 and Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.




         Signature                                            Title                     Date


(1) Principal Executive Officer


                                                                                  
/s/ Niel C. Ellerbrook
------------------------------------------------         Chairman and Chief             March 31, 2003
Niel C.  Ellerbrook                                      Executive Officer


(2) Principal Financial Officer


/s/ Jerome A. Benkert, Jr.
------------------------------------------------         Executive Vice President       March 31, 2003
Jerome A.  Benkert, Jr.                                  and Chief Financial
                                                         Officer

(3) Principal Accounting Officer


/s/ M. Susan Hardwick
------------------------------------------------         Vice President and             March 31, 2003
M.  Susan Hardwick                                       Controller










(4) A Majority of the Board
   of Directors



                                                                                  

/s/ Jerome A. Benkert, Jr.
------------------------------------------------         Director                       March 31, 2003
Jerome A.  Benkert, Jr.


/s/ Ronald E. Christian
------------------------------------------------         Director                       March 31, 2003
Ronald E.  Christian


/s/ Niel C. Ellerbrook
------------------------------------------------         Director                       March 31, 2003
Niel C.  Ellerbrook


/s/ Andrew E. Goebel
------------------------------------------------         Director                       March 31, 2003
Andrew E.  Goebel


/s/ M. Susan Hardwick
------------------------------------------------         Director                       March 31, 2003
M.  Susan Hardwick










                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana, on March 31, 2003.


                              VECTREN ENERGY DELIVERY OF OHIO, INC.


                              By: /s/ Ronald E. Christian
                                 ---------------------------------------------
                                 Ronald E.  Christian, Senior Vice President
                                  and Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




         Signature                                            Title                     Date


(1) Principal Executive Officer


                                                                                  
/s/ Niel C. Ellerbrook
------------------------------------------------         Chairman and Chief             March 31, 2003
Niel C.  Ellerbrook                                      Executive Officer


(2) Principal Financial Officer


/s/ Jerome A. Benkert, Jr.
------------------------------------------------         Executive Vice President       March 31, 2003
Jerome A.  Benkert, Jr.                                  and Chief Financial
                                                         Officer

(3) Principal Accounting Officer


/s/ M. Susan Hardwick
------------------------------------------------         Vice President and             March 31, 2003
M.  Susan Hardwick                                       Controller










(4) A Majority of the Board
   of Directors


                                                                                  
/s/ Jerome A. Benkert, Jr.
------------------------------------------------         Director                       March 31, 2003
Jerome A.  Benkert, Jr.


/s/ Ronald E. Christian
------------------------------------------------         Director                       March 31, 2003
Ronald E.  Christian


/s/ Niel C. Ellerbrook
------------------------------------------------         Director                       March 31, 2003
Niel C.  Ellerbrook


/s/ Andrew E. Goebel
------------------------------------------------         Director                       March 31, 2003
Andrew E.  Goebel





                            EXHIBIT INDEX

   Number            Description

   2.1         Agreement  and Plan of  Merger  dated as of June 11,  1999  among
               Indiana Energy, Inc., SIGCORP,  Inc. and Vectren Corporation (the
               "Merger  Agreement")  (Incorporated  by reference to Exhibit 2 to
               Vectren's Form S-4 (Registration No. 333-90763) filed on November
               12, 1999)

   2.2         Amendment No. 1 to the Merger  Agreement  dated December 14, 1999
               (Incorporated by reference to Exhibit 2 to Indiana Energy, Inc.'s
               (Commission File No. 1-09091) Current Report on Form 8-K filed on
               December 16, 1999)

   2.3         Asset Purchase  Agreement dated December 14, 1999 between Indiana
               Energy,  Inc. and The Dayton  Power and Light  Company and Number
               -3CHK  with a  commitment  letter for a 364-Day  Credit  Facility
               dated December 16, 1999  (Incorporated  by reference to Exhibit 2
               and 99.1 of Indiana  Energy,  Inc.'s  Current  Report on Form 8-K
               dated December 28, 1999.)

   4.1         Amended  and  Restated   Articles  of  Incorporation  of  Vectren
               Corporation  effective March 31, 2000  (Incorporated by reference
               to Exhibit 4.1 to the Current Report on Form 8-K of Vectren filed
               on April 14, 2000)

   4.2         Code of By-Laws of Vectren Corporation (Incorporated by reference
               to Exhibit 3.2 to Vectren's  Annual  Report on Form 10-K filed on
               March 18, 2003)

   4.3         Shareholders  Rights  Agreement  dated  as of  October  21,  1999
               between Vectren Corporation and Equiserve Trust Company, N.A., as
               Rights Agent (Incorporated by reference to Exhibit 4 to Vectren's
               Form S-4 (Registration No. 333-90763) filed on November 12, 1999)

   4.4         Form of  Indenture  (incorporated  by reference to Exhibit 4.1 of
               Utility Holdings's Form S-3 (Registration No. 333-69742) filed on
               October 10, 2001)

   5.1*        Opinion of Barnes and Thornburg

   5.2*        Opinion of Kegler, Brown, Hill & Ritter

   12*         Statement regarding Computation of Ratios

   23.1*       Consent of Deloitte & Touche LLP regarding Vectren

   23.2*       Consent of Deloitte & Touche LLP regarding Utility Holdings

   23.3*       Consent of Barnes and Thornburg (included in Exhibit 5.1)

   23.4*       Consent of Kegler, Brown, Hill & Ritter (included in Exhibit 5.2)

   24*         Powers of Attorney

   25*         Form T-1 Statement of Eligibility

---------------

*        filed herewith

               We will file as an exhibit to an amendment  to this  registration
               statement or to a Current Report on Form 8-K (i) any underwriting
               agreement  relating to  securities  offered by this  Registration
               Statement and (ii) any required  opinion of counsel as to certain
               tax matters relative to securities offered hereby.