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) January 28, 2004



                               VECTREN CORPORATION
             (Exact name of registrant as specified in its charter)



     Commission     Registrant, State of Incorporation,       I.R.S Employer
      File No.         Address, and Telephone Number        Identification No.
     ----------     -----------------------------------     ------------------
      1-15467               Vectren Corporation                 35-2086905
                         (An Indiana Corporation)
                          20 N.W. Fourth Street,
                        Evansville, Indiana 47708
                              (812) 491-4000

      1-16739           Vectren Utility Holdings, Inc.          35-2104850
                           (An Indiana Corporation)
                            20 N.W. Fourth Street,
                          Evansville, Indiana 47708
                               (812) 491-4000

      1-3553      Southern Indiana Gas and Electric Company     35-0672570
                          (An Indiana Corporation)
                           20 N.W. Fourth Street,
                         Evansville, Indiana 47708
                              (812) 491-4000

      1-6494             Indiana Gas Company, Inc.              35-0793669
                         (An Indiana Corporation)
                          20 N.W. Fourth Street,
                         Evansville, Indiana 47708
                              (812) 491-4000











Item 12.  Results of Operations and Financial Condition


The following information regarding an earnings release is furnished to the
Securities and Exchange Commission under Item 12.

On January 28, 2004, Vectren Corporation (the Company) released financial
information to the investment community regarding the Company's results of
operations for the three and twelve month periods ended December 30, 2003. The
financial information released is included herein as Exhibit 99-1. This
information does not include footnote disclosures and should not be considered
complete financial statements.

Vectren Corporation is the parent Company of Vectren Utility Holdings, Inc.
(VUHI). VUHI serves as the intermediate holding company of the Company's three
operating public utilities, which include Southern Indiana Gas and Electric
Company and Indiana Gas Company, Inc.

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.


99-1    Press Release - Vectren Corporation Reports Third Quarter 2003 Results
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 CORPORATION
                               VECTREN UTILITY HOLDINGS, INC.
                               SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                               INDIANA GAS COMPANY, INC.
Janaury 28, 2004


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