SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 27, 2001

                         VECTREN UTILITY HOLDINGS, INC.

             (Exact Name of Registrant as Specified in Its Charter)

                                     INDIANA

                 (State or Other Jurisdiction of Incorporation)

        001-16739                                    35-2104850
(Commission File Number)                  (IRS 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







Item 5.   Other Events.

          Vectren Utility Holdings, Inc. hereby files an Underwriting Agreement,
dated November 27, 2001, attached hereto as Exhibit 1 and incorporated herein by
reference,  in connection with the Vectren Utility  Holdings,  Inc.  issuance of
$250,000,000 aggregate principal amount of its senior debt securities (the "Debt
Securities").

          Vectren  Utility  Holdings,  Inc.  hereby  files  the  form of  Second
Supplemental  Indenture (including the Form of Note), attached hereto as Exhibit
4.1, and  incorporated  herein by reference,  in connection with the issuance by
Vectren Utility Holdings, Inc. of $250,000,000 aggregate principal amount of its
6 5/8% Senior Notes due December 1, 2011.



Item 7.   Financial Statements and Exhibits.

          The following exhibits are filed as part of this report:

          Exhibit 1 - Underwriting  Agreement,  dated  November 27, 2001,  among
Vectren Utility Holdings,  Inc., Indiana Gas Company, Inc., Southern Indiana Gas
and Electric Company and Vectren Energy Delivery of Ohio, Inc.

          Exhibit 4.1 - Form of Second  Supplemental  Indenture,  among  Vectren
Utility  Holdings,  Inc.,  Indiana Gas Company,  Inc.,  Southern Indiana Gas and
Electric  Company,  Vectren  Energy  Delivery of Ohio,  Inc. and U.S. Bank Trust
National Association.






                                   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.
                                         (Registrant)


Dated: November 29, 2001                 By:/s/ M. Susan Hardwick
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                                            M. Susan Hardwick
                                            Vice President and Controller