SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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

                                    FORM 8-K

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

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 12, 2001

                         VECTREN UTILITY HOLDINGS, INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                     INDIANA

                 (State or Other Jurisdiction of Incorporation)

        001-16739                                    35-2104850
(Commission File Number)                  (IRS Employer Identification No.)


                              20 N.W. Fourth Street
                            Evansville, Indiana 47741
               (Address of Principal Executive Offices)(Zip Code)

       Registrant's Telephone Number, Including Area Code: (812) 491-4000







Item 5.   Other Events.

          Vectren Utility Holdings, Inc. hereby files an Underwriting Agreement,
dated October 12, 2001,  attached hereto as Exhibit 1 and incorporated herein by
reference,  in connection with the Vectren Utility  Holdings,  Inc.  issuance of
$100,000,000 aggregate principal amount of its senior debt securities (the "Debt
Securities").


Item 7.   Financial Statements and Exhibits.

          The following exhibit is filed as part of this report:

          Exhibit 1 - Underwriting  Agreement,  dated October 12, 2001,  between
Vectren Utility Holdings,  Inc., Indiana Gas Company, Inc., Southern Indiana Gas
and Electric  Company,  Vectren Energy Delivery of Ohio, Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.







                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                         INDIANA GAS COMPANY, INC.
                                         (Registrant)


Dated: October 18, 2000                  By:/s/ M. Susan Hardwick
                                            ----------------------------------
                                            M. Susan Hardwick
                                            Vice President and Controller