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 23, 2002

                         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)

 20 N.W. Fourth Street, Evansville, Indiana              47708
 ------------------------------------------              -----
 (Address of principal executive offices)              (Zip Code)

        Registrant's telephone number, including area code (812)491-4000

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


Item 5.  Other Events

On January 23, 2002, 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 and twelve
month periods ended December 31, 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 - Fourth 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



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.
January 23, 2002

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