Exhibit 99-3

VECTREN CORPORATION
2nd Quarter Results
Moderator: Steve Schein
July 28, 2000, 9:00 a.m. CDT

Operator:

Good day everyone and welcome to Vectren Corporation's
second quarter earnings conference call. This call is being
recorded and is copyrighted material.  Today's presentation
will be available for rebroadcast at 1:00 p.m., E.T.,
running through Friday, August 4, 2000.  You may access the
replay by dialing 719-457-0820 and enter the confirmation
code 679125; again, dial 719-457-0820 and enter the
confirmation code 679125.

At this time, for opening remarks and introductions, I would
like to turn the call over to Mr. Schein, Vice President,
Investor Relations.  Please go ahead sir.

S. Schein:

Thank you.  Good morning and welcome to our teleconference
highlighting Vectren's second quarter results.  As the
operator mentioned, I am Steve Schein.  We are pleased that
you could join us this morning.  I hope that all of you
received a fax of our quarterly financial report that
includes highlights and our financial statements for the
second quarter of 2000.  If for some reason you did not, you
may obtain one immediately by calling 1-800-366-9831.

Today we will be discussing certain subjects, including
subjects pertaining to our growth strategy that may contain
forward-looking information.  I would caution you that
actual results could differ materially from those that will
be projected in our discussions.  Additional detailed
information concerning a number of factors that could cause
actual results to differ materially from the information
that is provided to you is readily available in our report
Form 8-K that was filed with the Securities and Exchange
Commission on July 11, 2000.

Today, you will hear from Niel Ellerbrook, Chairman and CEO;
Jerry Benkert, Executive Vice President and Chief Financial
Officer; and Carl Chapman, Executive Vice President and
President of Vectren Enterprises, Inc.  Also joining us
today are Gordon Hurst, Executive Vice President and
President of the Utility Group; Ron Christian, Senior Vice
President, General Counsel and Secretary; Susan Hardwick,
Vice President and Controller; and Tim Burke, Vice President
and Treasurer. This morning, Niel will provide a brief
update on the quarter, Jerry and Carl will discuss our
second quarter results followed by a discussion of expected
2000 results.

As usual, we will allow time at the conclusion of our
remarks for questions and answers.  And with that, I will
ask Niel to begin his remarks.

N. Ellerbrook:

Thank you Steve and good morning everyone.

Steve has asked me to provide an overview on three topics:

1)     The results of the quarter and the Vectren merger
integration progress;

2)     The status of the Dayton gas distribution asset
acquisition;

3)     The status and implications of the work stoppage
affecting roughly 480 bargaining unit employees of our
Southern Indiana Gas and Electric operating unit.

With respect to the quarter I am very pleased.  I believe
the quarterly earnings of $.14 are relatively strong
considering merger related costs of $.09 and warmer than
normal weather, which cost us approximately $.03 on the
quarter. As you know we closed the merger transaction on
March 31 and throughout the quarter significant time was
devoted to logistical processes supporting office moves and
family moves.  In addition, we began in earnest the
challenging process of integrating the cultures and forming
a new management team all dedicated to achieving the great
opportunities the merger provides.  I believe we made great
progress on all fronts.  Most all of our moves are behind us
and the infrastructures needed to support new offices and
family locations are in place.

The process of systems integration will continue for several
months, of course, but we are making good progress there as
well.

So, I think our financial performance was particularly
satisfying, after considering the multitude of tasks that
were in process or accomplished throughout the quarter.
Jerry and Carl will talk in detail about financial results.

The pending acquisition of DP&L's gas distribution business
is also progressing well.  On July 11, we received a
favorable order from the Public Utilities Commission of Ohio
approving the acquisition itself, as well as our adoption of
the existing DP&L Tariff for Gas Service.  Upon consummation
of the transaction, we will operate under the name Vectren
Energy Delivery of Ohio.  While we expect to remain exempt
under the Public Utility Holding Company Act, we are still
awaiting approval from the Securities and Exchange
Commission for the transaction. Other remaining approvals
include action by certain local authorities regarding the
transfer of operating rights and FCC authorization of the
transfer of radio licenses.  We expect all approvals to be
forthcoming soon and expect to close this transaction in the
near term.  We have been working closely with DPL for the
last several months and we will be fully prepared to provide
reliable gas service to our new Ohio customers beginning at
closing.

Turning to the work stoppage.  On June 30 the bargaining
unit representing most of SIGECO's union employees voted to
reject the company's new contract offer and we began a lock
out of all of these bargaining unit employees at 12:01 a.m.,
July 1.  Since that time salaried personnel have been
performing the jobs normally done by bargaining unit
personnel, and I am pleased to say top notch customer
service has continued uninterrupted.

The bargaining unit has scheduled a vote on a new offer this
Sunday, July 30, and we are measurably optimistic of
ratification.  The terms of the new offer are market
competitive and fair, and importantly permit us to begin to
build an environment of working with the bargaining unit on
opportunities for performance improvement and share with
them the rewards of our mutual success.

In summary, I continue to be very proud of what we have
accomplished to date and I am optimistic and enthusiastic
about our future as Vectren.  Jerry,


J. Benkert:

Thank you Niel.  For the second quarter of 2000,
consolidated net income before merger related charges was
$14.1 million and $.23 per share, as compared to $11.6
million and $.19 per share for the same quarter last year.
After reflecting the merger related charges, reported net
income and earnings per share for the current period were
$8.3 million and $.14 per share, respectively.

Merger costs for the quarter ended June 30, totaled $6.5
million, $5.8 million net of tax or $.09 per share. Merger
costs expensed during the first six months of 2000 totaled
$33.7 million, $25.1 million net of tax or $.41 per share.
These costs include  $3.3 million of accelerated
depreciation related to information systems to be retired
during 2001, as well as the effects of the non-deductibility
for tax of some of the merger transaction costs.  The
continued merger integration activities and related costs,
which will contribute to the net merger savings, will be
substantially complete by 2001.  The company expects to
realize net merger savings of nearly $200 million over ten
years from the elimination of duplicate corporate and
administrative programs and greater efficiencies in
operations, business processes, and purchasing.

Before merger related expenses, the utility group
contributed $.14 per share this quarter, as compared to $.13
last year.  The non-regulated group contributed $.09 this
quarter, as compared to $.06 last year.

As we exited the heating season during the quarter, similar
to last year, the heating degree days remained warmer than
normal.

Gas utility margins increased by $.5 million over last year,
principally due to increased residential customers.

Our wholesale power marketing group, despite the cooler than
normal weather of the early cooling season, was able to
increase overall electric margins by $2.6 million this
quarter over the same period last year.

Operation and maintenance expenses increased $4.2 million
over the second quarter 1999.
Of that, O & M at the utility group grew about $2.5 million.
The principal reason for the utility increase was  scheduled
maintenance at one of SIGECO's gas turbine generators. The
remaining increase was additional non-regulated expense
driven by growth particularly at Energy Systems Group and
Southern Indiana Properties.  Depreciation and amortization
were up quarter over quarter by approximately $4.2 million,
of which $3.3 million was the incremental merger costs due
to accelerated depreciation as mentioned earlier.

Interest expense increased by approximately $2.5 million, of
which $1.2 million related to additional investments at
Southern Indiana Properties.  The remaining increase relates
primarily to increased levels of debt at the utilities and,
to some extent, due to higher interest rates.

Income taxes were flat quarter over quarter due to the non-
deductibility of certain merger costs.

Margins for Energy Services and Other, Equity in Earnings of
Unconsolidated Affiliates and Other Net Income reflect over
all the quarter over quarter favorable results from the non-
regulated group which Carl will discuss.
In summary, we believe the utility group has performed well
whether we are measured quarter over quarter or versus our
plan. I will turn it over to Carl to discuss the non-
regulated results in more detail.


C. Chapman:


Thanks, Jerry.  Our non-regulated results were strong for
the second quarter of this year, again proving the soundness
of our investment strategy.  As Jerry said, our non-
regulated subsidiaries contributed $.09 per share this
quarter, an increase of $.03 over last year.

As you may recall, Vectren Enterprises is our largest non-
regulated entity and has 5 operating units.  My comments
today will focus on the results of the three largest of
these, as well as a significant investment we will be making
at Vectren Ventures.

While Energy Services earnings are up $1.2 million, or $.02
per share from last year, we are still experiencing the
timing effects of ProLiance Energy's structured risk
products and the restructuring of transportation contracts
to seasonal demand rates which will move earnings into the
third quarter.  Further, because of the expected
implementation of FAS 133 and extraordinary market
conditions that have reduced the opportunities for seasonal
storage pricing arbitrage, we have reduced our 2000
projected earnings from ProLiance.  However, we still expect
Energy Services to end the year only $.01 under budget due
to ProLiance's new customer growth and strong results from
Energy Systems Group.  This would still be $.03 greater than
calendar 1999.

In June, ProLiance Energy added 24 new customers which is
the highest rate of customer growth since the company's
inception.  ProLiance has also been awarded a long-term
portfolio management contract from Tennessee Valley Supply
Group, an energy-buying group comprised of five Alabama
municipal utilities.   This contract, which will increase
revenues over $60 million a year for the next three years,
makes ProLiance the largest natural gas supplier to
municipal utilities in the United States, and one of the
largest portfolio managers for U.S. natural gas utilities.
Also, Energy Systems Group was awarded 5 new contracts
valued at over $6 million in the last quarter and continues
to record strong results on the VA Hospital contract in
Tennessee.

Financial Group's earnings increased nearly $.02 per share
over last year primarily due to investments made by Southern
Indiana Properties in 1999.  Vectren Synfuels results showed
another quarter of improved production and sales of
synthetic fuel.  We expect Financial Group to be on target
for the calendar year.

We are excited to announce an additional commitment of $20
million to Haddington Energy Partners at Vectren Ventures.
We believe the combination of the very experienced
management team from the former TPC Corporation, with the
funding and leads generated by Chase Capital Partners, has
allowed a superior portfolio of assets to be built with a
focus on taking advantage of deregulation.  Total
investments to date of over $ 75 million include gas and
power storage, cogeneration, gathering with minimal price
risk exposure, and hydrogen generators for fuel cells.  This
additional commitment will allow us to retain our ownership
level in the original assets, as well as participate in
additional investments by Haddington.  They have commitments
to basically triple their funding, with Chase continuing as
the lead investor with an increase in their commitment
accordingly.  With our initial $10 million investment, we
will have committed $30 million to these opportunities.
Vectren Enterprises retains a seat on the Investment
Committee allowing us to stay in touch with developing mid
stream technologies which may further impact or be
deployable within other areas of Vectren.

Communication's earnings for the quarter reflect a one-time
$.01 per share loss associated with the last phase in the
restructuring of our investment in Sigecom.  On the year,
this brings the Sigecom earnings to $.07.

We continue to be positive about value created by the
results at Sigecom.  You will recall that Sigecom is
currently building a fiber optic network at our headquarters
in Evansville, Indiana.  Sigecom currently serves nearly
20,000 customers.  Revenue generating units currently total
well over 40,000 units with 10,000 revenue generating units
having been added in the last quarter alone.  They continue
to make over 100 installations per day. Also, our partner,
Utilicom Networks, has applied for cable franchise rights in
Indianapolis, Indiana and Dayton, Ohio and we continue to
discuss these and other investment opportunities with
Utilicom management and Utilicom's majority owner, The
Blackstone Group.  As you know, these investments are
capital intensive and during the early phases create
operating losses.  We think that these types of
telecommunications investments represent a terrific
opportunity to utilize our customer contact points to create
additional shareholder value.

The non-regulated Vectren merger synergies coupled with
opportunities related to the acquisition of the gas
distribution assets from Dayton Power and Light will help
ensure we meet our growth targets.  While our portfolio is
broad, we continue to believe it fits together in a very
cohesive manner and can be managed by our experienced non-
regulated management team.

As you can see, we continue to focus on non-regulated
investments that complement our core competencies while
carefully managing the balance between risk and return. We
believe the results show that our investments are positioned
for future earnings growth and shareholder value creation
and, as a result, will provide superior returns for Vectren
shareholders.


J. Benkert:

     Thanks Carl.  I would like to briefly discuss our
expectations for the remainder of 2000.  As we have
previously communicated, our growth strategy is to grow
earnings over a five-year period at an average annual
compound growth rate of 10%.  On a weather normalized basis,
and excluding merger related costs, we targeted a reasonable
range of $1.73 to $1.83 for 2000.

Year to date through June 30, heating degree days were 84%
of normal and cooling degree days were 87% of normal.  We
believe abnormal weather has now impacted earnings as much
as $.16 per share.

In addition to the 2000 one-time merger costs reported
through the second quarter, we now expect annual charges to
be in the range of $.60 - $.62, up slightly from our
previous estimate of $.55 - $.60.  This is principally due
to the non-tax deductibility of some of the transaction
expenses.

Before weather, the Utility Group's annual contribution to
earnings is on target.  Our service territory continues to
show strong growth, and we are excited about the opportunity
to add Dayton to our mix. With management of controllable
expenses, we expect to achieve our utility growth targets.

As Niel stated, we will be operationally ready to deliver
safe and reliable gas service to our new Ohio customers upon
receipt of all necessary approvals and consummation of
closing. We continue to diligently work toward a closing
during the third quarter and remain excited about the
addition of the Dayton assets which will take our customer
count to about 1 million customers.
Our non-regulated investments are an integral part of our
growth strategy, and, as Carl stated, the non-regulated
group remains on target to achieve its expected results.
We continue to focus on opportunities that contribute to
current earnings, and set the stage for future earnings
growth as well as future value, much like our investments in
SIGECOM and Haddington.  We think alignment with key
investment groups like The Blackstone Group and Chase
Capital Partners in these two investments help confirm our
strategies to create future value.


The year 2000 First Call consensus earnings on the street
average $1.59 per share.  We would expect earnings before
merger related charges for 2000 to be in the range of $1.55
to $1.59 before merger costs.  As a reminder, 2000 earnings
were impacted by about $.16 of weather and the $.07 one-time
gain on restructuring the SIGECOM investment. When
considering these results and our 10% average growth target
over time we find the street consensus for 2001 earnings of
$1.77 is below the lower end of our expected pre-merger
earnings range.

With that I will stop and ask for questions.

S. Schein:
As always, we appreciate your time and interest in Vectren.
Please let us know if we can provide any additional
information regarding this teleconference or other topics.
We look forward to talking to you in the future.