Exhibit 99-4


      VECTREN CORPORATION 4th QUARTER TELECONFERENCE SCRIPT

                        January 25, 2001
                           9:00 am CT




Steve Schein:   Thank you.  Good morning and welcome to our
teleconference highlighting Vectren's Fourth Quarter and Fiscal
Year 2000 results.  We are pleased that you could join us this
morning. For those of you who have not seen our fourth quarter
earnings release, you may access it on our website,
www.vectren.com, by clicking on News.  As you listen to this
morning's prepared remarks, you may wish to view informational
slides, which can be accessed from our website. Shortly after
this call ends, an audio replay and these slides will be
available there as well.

    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 11th, 2000.

    Shortly you will hear from Vectren's Chairman and CEO Niel
Ellerbrook. Niel will discuss significant fourth quarter events
in both our regulated and non-regulated operations.  He will be
followed by our CFO, Jerry Benkert, who will provide a summary of
fourth quarter and year-end results. As usual, we will allow time
following our remarks for questions and answers. With that, I
will ask Niel to begin his remarks.

Niel Ellerbrook:   Thanks Steve and good morning everyone.
Yesterday, we reported 2000 fiscal year earnings of year-end pre-
merger net income of $108.8 million or $1.78 per share, before
merger and integration related charges. We had a very strong
year,  exceeding analyst expectations and bettering 1999 results,
which were $90.7 million or $1.48 per share.  After reflecting
the merger and integration related costs totaling $36.8 million
net of tax, or $.60 per share, reported earnings per share were
$1.18. re. Contributing heavily to the difference were two
primary factors: weather much closer to normal and our ability to
deliver electricity in the wholesale power market. [We need to
look at the financials to expand.] I will leave Jerry to fill in
the details.

All in all, the past quarters has been both exciting and
challenging for Vectren as we continued to implement our strategy
of strengthening our core utility business and investing in
selected non-regulated opportunities.  The DPL transaction,
completed October 31st, pushed our customer count in the Midwest
to approximately one million gas and/or electric customers
allowing us to grow our customer base and we see it as another
step in our goal of becoming the leading regional provider of
energy and related applied technology solutions to business,
residential and municipal customers.

In mid-December, our non-regulated utility services subsidiary,
Reliant Services, equally owned by subsidiaries of Vectren and
Cinergy Corp., completed the common stock purchase of Miller
Pipeline Corporation from NiSource.  Miller is one of the
nation's premier utility contractors with nearly 50 years of
experience in the construction industry.  It provides underground
pipeline construction, replacement and repair services for
natural gas, water and wastewater utilities, and is preparing to
expand its services to include telecommunication and electric
facilities installation.

Adding Miller sharpens and expands Reliant's role as a quality,
low-cost utility service provider for Vectren's own utilities, as
well as for other regional utility companies, as we manage the
costs of building new infrastructure in growing suburban areas
and replacing aging infrastructures.

Toward the end of 2000, Vectren invested an additional $8.1
million with Utilicom Networks, LLC, our telecommunications
partner. This is part of our overall commitment to invest up to
$100 million, pending completion of all required funding. We
believe our success in Evansville provides a model for future
broadband investments and our commitment will help ventures in
Indianapolis and Dayton and recapitalize our partnership in
Utilicom's initial operation here in Evansville, which is
SIGECOM, LLC. Through the brand name TOTALink, Utilicom builds,
owns and operates high capacity broadband networks that deliver
cable TV, high speed internet, and telephone services. It
partners with affiliates of local electric and gas utilities in
attractive Tier 2 and Tier 3 markets. We are experiencing
penetration rates of approximately 30% in Evansville and expect
SIGECOM to be EBITDA positive in early 2001. We have worked hard
to establish strong brand recognition in Indianapolis, Dayton and
surrounding areas and we believe that building on our existing
customer relationships in these more densely populated markets
provides a tremendous opportunity for success.

To date, we have invested, $25 million in Utilicom as convertible
subordinated debt and $8 million as equity in SIGECOM Holdings.
We expect the construction in Indianapolis and Dayton will be
funded over 5 years, and we do not expect these operations to
have any significant financial impact on earnings in either 2001
or 2002.

The increased wholesale cost of natural gas is creating
difficulties for customers and utilities alike across the
country.  As all of you know, gas cost increases and decreases
are normally passed through to customers in routine filings with
the Indiana Utility Regulatory Cmmission and other commissions as
well.  Earlier this month however, based on a claim by Indiana's
Office of the Utility Consumer Counselor, the Indiana Utility
Regulatory Commission disallowed a portion of a gas cost
adjustment request filed by our operating company, Indiana Gas.
As a result, we record a one-time, pre-tax charge of $3.8 million
and we booked that in fiscal 2000. We very much disagree with the
Commission's decision and we are concerned about the precedent it
sets and as a result we are considering various options with
respect to the order.  We have not yet decided  to appeal the
decision, but that certainly remains  one of our options.

The acquisition of DPL's gas business, the Miller Pipeline Co.
purchase, an additional investment in Haddington Energy projects,
the funding of broadband cable projects and several other
investments have expanded both our capabilities and our markets.
On January 19th, we filed a registration statement with the SEC
to offer 5.5 million shares of new Vectren common stock in order
to provide some of the necessary permanent financing for these
projects. Historically, it has been a management priority to
maintain a solid balance sheet and to maintain the financial
flexibility a strong balance sheet brings, and we continue to
believe in the importance of a strong balance sheet.

Looking ahead to 2001, we expect to realize merger savings from
the Indiana Energy-SIGCORP combination and synergies from DPL.
In fact we expect to continue to realize synergies over the next
several years.  A new state-of-the-art customer contact center is
slated to open in June.  It will provide more efficient customer
service and reduce costs through new technology and by
centralizing resources.

We have tremendous confidence in the growth capabilities of both
our regulated utility operations as well as our non-regulated
energy and applied technology units. We look forward to
continuing to develop these opportunities, as well as new ones
that are identified and chosen for pursuit.

     With that, I will close my comments and await your comments
and turn it over to Jerry Benkert to discuss the fourth quarter
and 2000 results.  Jerry.

Jerry Benkert:   Thank you.  Late yesterday we released our 2000
fiscal year end fourth quarter results. reporting pre-merger net
income of $35.2 million or $0.57 cents per share exceeding the
$22.2 million or $0.36 cents per share from the same quarter in
1999.  After reflecting the merger-related charges totaling $14.6
million, $9.0 million net of tax or $0.14 cents per share,
reported net income and earnings per share for the current period
were $26.2 million and $0.43 cents per share, respectively.  This
brings merger costs expensed during 2000 to a total of $52.5
million, $36.8 million net of tax or $0.60 cents per share.  As
Niel stated, before merger and integration related costs,
earnings for the year were $108.8 million and earnings per share
were $1.78 compared with last year of $90.7 million and $1.48.
Our utility group contributed $1.37, an increase of 11% and our
non-regulated group contributed $.41, an increase of 64%.
  For the quarter, again reflecting ongoing operations before
merger and integration related costs, earnings were $35.2 million
compared to $22.2 million last year and earnings per share were
$.57 compared to $.36 last year.

All in all, we had a strong fourth quarter reflecting
temperatures that were significantly colder than the fourth
quarter of 1999.  Likewise, we had a very solid year, bolstered
by the strong fourth quarter results, favorable gains from our
wholesale power marketing operations and significant growth in
non-regulated operations.  I will first address the growth on the
utility group margins.

Vectren's gas margin increased $33.1 million in 2000 compared to
the twelve-month period of 1999.  $28.2 million of the increase
reflected the inclusion of the Ohio operation results.  Indiana
Gas and SIGECO gas operations reflect 8% greater throughput due
to much colder temperatures during the fourth quarter than the
1999 period and about 2% growth in customers during 2000,
excluding the addition of the Ohio customers.  Heating degree-
days increased 10% during the current twelve-month period and
approached normal for the year.  These operations provided the
remaining favorable gas margin increase of about $4.9 million,
which was achieved even after reflecting the one-time $3.8
million disallowance of recoverable gas costs by the Indiana
Utility Regulatory Commission which was charged against gas
revenues in December of 2000.

Electric margin rose $8.4 million for the twelve-month period in
2000 compared to the same period in 1999.  Though prices were
softer than in 1999, we did achieve increased margins on sales to
wholesale energy markets with volumes up 39% for 2000.
Additionally, the impact of much colder temperatures on electric
heating sales and about 5% growth in commercial customers were
the primary reasons for the 2000 electric margin increase.  These
electric margin increases were achieved, even with milder early
summer temperatures, which depressed cooling sales and held
cooling degree-days to 93% of normal for the year.

Our non-regulated operations also showed excellent growth,
contributing $.41 to year 2000 earnings per share before merger
and integration related costs, as compared with a $.25
contribution in 1999.

The Communications group posted a $.07 one-time gain during 2000
due primarily to the first quarter gain recognized on the
restructuring of the SIGECOM investment.

Our Energy Services group contributed $.12 per share and added
$.04 to the increas in earnings per share through growing
earnings in our gas marketing and our performance contracting
affiliates.

The Financial Group contributed $.16 per share, up $.07 over 1999
due to additional tax credits related to tax-advantaged
investments and increased earnings on leveraged lease
investments.

Earnings from other non-regulated operations and investments, on
a before merger cost basis, declined slightly by $.02 per share
during 2000.

The growth in utility margins and our much improved non-regulated
results highlight our favorable year 2000.  I would also like to
point out the impact of merger costs and the inclusion of two
months of the Ohio gas distribution operation results on our
consolidated results.

Vectren's operation and maintenance expenses increased $10.0
million to $199.6 million for the twelve-month period in 2000
over 1999, including a $7.1 million which was related to the Ohio
operations.  The balance of the increase, $2.9 million, primarily
reflects greater expenses at our growing non-regulated
operations.

Merger and integration related costs of $41.1 million incurred
during 2000 relate primarily to transaction costs, employee
severance costs and branding, which include signage, advertising
and communication programs.  Additionally, $1.8 million of the
costs relate to the integration of the Ohio gas distribution
operations and are included.

Additional merger costs were reflected in depreciation. The
acceleration of depreciation on certain information systems to be
retired in 2001 as a result of the Vectren merger increased
depreciation expense by $11.4 million, representing the majority
of an $18.7 million increase in depreciation and amortization
expense for 2000.  Additionally, depreciation of Ohio's utility
plant and amortization of goodwill related to the acquisition for
two months increased expense $1.7.  The remaining $5.6 million
increase reflects depreciation for normal additions to utility
plant.

We expect fiscal 2001 will include merger and related expense
charges of approximately $12 million.  These costs will be
primarily related to the accelerated depreciation of information
systems which are soon to be replaced due to the merger.

Of the $8.1 million increase in taxes other than income taxes for
2000, $7.1 million is related to Ohio's operations and incurred
during the fourth quarter, primarily Ohio's state excise tax of
$5.1 million on the November and December revenues.

Interest expense for the twelve month period in 2000 rose $14.1
million compared to 1999 and was up $6.9 million during the
fourth quarter.  The increase was primarily the result of higher
customer receivables driven by extremely high natural gas market
prices and increased customer consumption, as well as interest on
additional non-regulated investments, and interest related to the
financing of the Dayton asset acquisition during the fourth
quarter.

Income tax expense declined $11.5 million compared to 1999 due to
a reduction in pre-tax income and an effective tax rate of about
32%, reflecting our increasing level of tax credits.

As Niel said, all in all, 2000 was a strong year.  As we look
forward to 2001, we know it presents both opportunities and
challenges.  Our goal has been to grow earnings per share on
average between 8 and 10% annually over a five-year time horizon.
We believe we have the foundation in place.  In most cases the
street estimates exclude the one-time SIGECOM restructuring gain
of $.07 from our fiscal 2000 before merger and integration
related earnings of $1.78.  This would adjust our 2000 earnings
per share to $1.71, comparing very favorably to Vectren combined
operations of $1.48 and $1.41 for 1999 and 1998 respectively.

Street projections for Vectren's year 2001 earnings per share
range from $1.72 to $1.85.  As I stated earlier, our goal is to
grow earnings per share on average by 8 to 10 percent over time.
While much to early to quantify, we do expect to experience some
adverse consequences from the higher gas costs in 2001, including
interest expense to fund higher working capital requirements,
higher uncollectibles, greater contributions to low income
assistance programs, and possibly some level of price sensitive
reduction in volumes sold.

This concludes our prepared remarks, but I would like to add one
cautionary note before questions.  Since we are in the
registration process, there are of course constraints on our
ability to provide you with forward looking or other predictive
information.  Please understand that this may cause us to decline
to answer questions which we might otherwise be comfortable in
answering.  Thank you for your understanding at this point.