SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 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 19, 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 Indenture dated October
19, 2001 and the First Supplemental Indenture (including the Form of Note) dated
October 19, 2001,  attached  hereto as Exhibits 4.1 and 4.2,  respectively,  and
incorporated  herein by reference,  in  connection  with the issuance by Vectren
Utility Holdings,  Inc. of $100,000,000 aggregate principal amount of its 7 1/4%
Senior Notes due October 15, 2031.


Item 7.   Financial Statements and Exhibits.

          The following exhibits are filed as part of this report:

          Exhibit 4.1 -  Indenture,  dated  October 19,  2001,  between  Vectren
Utility  Holdings,  Inc.,  Indiana Gas Company,  Inc.,  Southern Indiana Gas and
Electric  Company,  Vectren  Energy  Delivery of Ohio,  Inc. and U.S. Bank Trust
National Association.

          Exhibit 4.2 - First  Supplemental  Indenture,  dated October 19, 2001,
between Vectren Utility  Holdings,  Inc.,  Indiana Gas Company,  Inc.,  Southern
Indiana Gas and Electric Company, Vectren Energy Delivery of Ohio, Inc. and U.S.
Bank Trust National Association.






                                   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 19, 2000                  By:/s/ M. Susan Hardwick
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                                            M. Susan Hardwick
                                            Vice President and Controller