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 Utility Holdings,
Inc. 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 Vectren Utility Holdings, Inc.' and its subsidiaries' documents or
oral presentations, 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 Utility Holdings,
Inc. and its subsidiaries' actual results to differ materially from those
contemplated in any forward-looking statements included, among others, the
following:

|X|  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.

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

|X|  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.

|X|  Financial or regulatory accounting principles or policies imposed by the
     Financial Accounting Standards Board, the Securities and Exchange
     Commission (Commission), the Federal Energy Regulatory Commission, state
     public utility commissions, state entities which regulate natural gas
     transmission, gathering and processing, and similar entities with
     regulatory oversight.

|X|  Economic conditions including the effects of an economic downturn or
     recession, inflation rates, and monetary fluctuations.

|X|  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.

|X|  Availability or cost of capital, resulting from changes in Vectren Utility
     Holdings, Inc. and its subsidiaries, including its securities ratings,
     changes in interest rates, and/or market perceptions of the utility
     industry and energy-related industries.

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

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

|X|  Costs and other effects of legal and administrative proceedings,
     settlements, investigations, claims, and other matters, including, but not
     limited to, those described in periodic filings made with the Commission by
     Vectren Corporation and its subsidiaries, Vectren Utility Holdings, Inc.,
     Indiana Gas Company, Inc. and Southern Indiana Gas and Electric Company.

|X|  Changes in federal, state or local legislature requirements, such as
     changes in tax laws or rates, environmental laws and regulations.

Vectren Utility Holdings, Inc. 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.