Ex 99.2


    Cautionary Statement for Purposes of the "Safe Harbor" provisions of the
               Private Securities Litigation Reform Act of 1995.

A "safe  harbor"  for  forward-looking  statements  is  provided  by the Private
Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of
1995 was adopted to encourage such forward-looking statements without the threat
of litigation,  provided those statements are identified as forward-looking  and
are  accompanied  by  meaningful  cautionary  statements  identifying  important
factors  that could  cause the actual  results to differ  materially  from those
projected in the  statement.  Forward-looking  statements  have been and will be
made in written documents and oral presentations of Vectren  Corporation and its
subsidiaries.  Such  statements are based on  management's  beliefs,  as well as
assumptions made by and information currently available to management. When used
in this  filing,  the words  "believe,"  "anticipate,"  "endeavor,"  "estimate,"
"expect," "objective," "projection," "forecast," "goal," and similar expressions
are  intended  to  identify  forward-looking  statements.  In  addition  to  any
assumptions  and other factors  referred to specifically in connection with such
forward-looking statements, factors that could cause Vectren Corporation and its
subsidiaries' actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:


o    Factors  affecting utility  operations such as unusual weather  conditions;
     catastrophic   weather-related  damage;  unusual  maintenance  or  repairs;
     unanticipated  changes to fossil fuel costs;  unanticipated  changes to gas
     supply  costs,   or   availability   due  to  higher   demand,   shortages,
     transportation  problems or other  developments;  environmental or pipeline
     incidents; transmission or distribution incidents; unanticipated changes to
     electric  energy supply costs, or  availability  due to demand,  shortages,
     transmission  problems or other developments;  or electric  transmission or
     gas pipeline  system  constraints.

o    Increased  competition  in the  energy  environment  including  effects  of
     industry restructuring and unbundling.

o    Regulatory factors such as unanticipated  changes in rate-setting  policies
     or  procedures,  recovery of investments  and costs made under  traditional
     regulation, and the frequency and timing of rate increases.

o    Financial or regulatory  accounting  principles or policies  imposed by the
     Financial   Accounting   Standards   Board;  the  Securities  and  Exchange
     Commission; the Federal Energy Regulatory Commission;  state public utility
     commissions;  state  entities  which  regulate  electric  and  natural  gas
     transmission  and  distribution,  natural  gas  gathering  and  processing,
     electric power supply; and similar entities with regulatory oversight.

o    Economic  conditions   including  the  effects  of  an  economic  downturn,
     inflation rates, commodity prices, and monetary fluctuations.

o    Changing market  conditions and a variety of other factors  associated with
     physical energy and financial trading activities including, but not limited
     to, price, basis, credit, liquidity,  volatility,  capacity, interest rate,
     and warranty risks.

o    The  performance  of  projects  undertaken  by the  Company's  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 the  Company's  coal  mining,  gas  marketing,  and
     broadband strategies.

o    Direct  or  indirect  effects  on  our  business,  financial  condition  or
     liquidity resulting from a change in our credit rating, changes in interest
     rates,  and/or changes in market  perceptions  of the utility  industry and
     other energy-related industries.

o    Employee  or  contractor   workforce   factors  including  changes  in  key
     executives,  collective bargaining agreements with union employees, or work
     stoppages.

o    Legal and regulatory  delays and other  obstacles  associated with mergers,
     acquisitions, and investments in joint ventures.

o    Costs  and  other   effects  of  legal  and   administrative   proceedings,
     settlements,  investigations, claims, and other matters, including, but not
     limited to, those  described  in  Management's  Discussion  and Analysis of
     Results of Operations and Financial Condition.

o    Changes  in  Federal,  state or  local  legislature  requirements,  such as
     changes in tax laws or rates, environmental laws and regulations.

Vectren  Corporation  and its  subsidiaries  undertake no obligation to publicly
update or revise any forward-looking statements,  whether as a result of changes
in  actual  results,  changes  in  assumptions,  other  factors  affecting  such
statements.