SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT
                Pursuant to Section 13 of 15(d) of the Securities
                              Exchange Act of 1934
        Date of Report (Date of earliest event reported) October 23, 2001


                         VECTREN UTILITY HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)






          Indiana                1-16739                  35-2104850
          -------                -------                  ----------
(State of Incorporation)   (Commission File Number)    (I.R.S. 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


                                       N/A
             (Former name or address, if changed since last report.)






Item 5.  Other Events

On October 23, 2001, Vectren Corporation (the Company), the parent company of
Vectren Utility Holdings, Inc. released financial information to the investment
community regarding the Company's results of operations for the three, nine and
twelve month periods ended September 30, 2001. The financial information
released is included herein. This information does not include footnote
disclosures and should not be considered complete financial statements.

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby filing cautionary
statements identifying important factors that could cause actual results of the
Company and its subsidiaries, including Vectren Utility Holdings, Inc., Indiana
Gas Company, Inc. and Southern Indiana Gas and Electric Company, to differ
materially from those projected in forward-looking statements of the Company and
its subsidiaries made by, or on behalf of, the Company and its subsidiaries.

Item 7. Exhibits

99-1  Press Release - Third Quarter 2001 Vectren Corporation Earnings

99-2  Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
      Private Securities Litigation Reform Act of 1995











                                   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.





                                           VECTREN UTILITY HOLDINGS, INC.
October 23, 2001


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