EXHIBIT 12


                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                          (In Thousands, Except Ratios)



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

Earnings:
                                                                  
Net income (2)                        $ 93,649     $ 39,716    $ 53,512   $ 76,511  $ 70,367
Income taxes                            44,642       18,389      35,006     43,161    39,093
Equity in losses of equity investee      1,859          462           -          -         -
Fixed Charges (See Below)               67,715       72,106      48,047     39,240    38,582
Less:  Preferred stock dividend             32          758       1,017      1,078     1,095
                                    --------------------------------------------------------
   Total adjusted earnings           $ 207,833    $ 129,915   $ 135,548  $ 157,834 $ 146,947
                                    --------------------------------------------------------
Fixed charges:
  Total interest expense              $ 66,141     $ 70,142    $ 46,124   $ 36,790  $ 36,670
  Interest component of rents            1,542        1,206         906      1,372       817
  Preferred stock dividend                  32          758       1,017      1,078     1,095
                                    --------------------------------------------------------
    Total fixed charges               $ 67,715     $ 72,106    $ 48,047   $ 39,240  $ 38,582
                                    --------------------------------------------------------

Ratio of earnings to fixed charges         3.1          1.8         2.8        4.0       3.8
                                    ========================================================



(1)  Merger and integration  related costs and restructuring  costs incurred for
     the years ended  December 31, 2001 and 2000 totaled $17.8 million and $32.7
     million,  respectively.  These  costs  relate  primarily  to  employee  and
     executive severance,  transaction costs, and other merger,  integration and
     restructuring activities.

     As a result of merger  integration  activities,  management  has identified
     certain  information  systems  that are  expected  to be  retired  in 2001.
     Accordingly,  the  useful  lives of these  assets  have been  shortened  to
     reflect  this  decision.  These  information  system  assets are owned by a
     wholly owned subsidiary of Vectren and the fees allocated by the subsidiary
     for the use of these  systems by Indiana Gas are reflected in operation and
     maintenance expenses in the accompanying condensed financial statements. As
     a result of the shortened  useful lives,  additional  fees were incurred by
     VUHI.  For the for the  years  ended  December  31,  2001 and  2000,  these
     additional fees increased  operation and maintenance $9.6 million and $11.4
     million, respectively.

     In total,  merger and  integration  related costs and  restructuring  costs
     incurred for the years ended  December 31, 2001 and 2000 were $27.4 million
     ($17.0  million  after tax) and $44.1  million  ($31.6  million after tax),
     respectively.

     Before merger and integration and  restructuring  charges,  VUHI's ratio of
     earnings to fixed charges for the year ended  December 31, 2001 was 2.2 and
     for the year ended December 31, 2000 was 3.7.

(2)  Net income, as defined,  is before preferred stock dividend  requirement of
     subsidiary and cumulative effect of change in accounting principle.