Exhibit 23.5


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-3 of our report  dated  December  15, 2000  relating to the
financial  statements of The Dayton Power and Light Company's natural gas retail
distribution business as of December 31, 1999 and for the year then ended, which
appears in Vectren Utility  Holdings Inc.'s  Amendment No. 3 to Form 10 filed on
August 23, 2001 and Indiana Gas Company, Inc.'s Current Report on Form 8-K dated
January 16, 2001.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dayton, Ohio
September 18, 2001