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) April 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 No.)

           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 April 23, 2002, Vectren Corporation (Vectren), the parent company of Vectren
Utility Holdings, Inc, along with Citizens Gas & Coke Utility (Citizens), the
Indiana Office of Utility Consumer Counselor (OUCC), the Citizens Action
Coalition (CAC), and a group of industrial customers filed an agreement in
principle at the Indiana Utility Regulatory Commission (Commission). The
agreement sets forth the basic framework for an anticipated settlement of
numerous pending issues related to ProLiance Energy, LLC (ProLiance). The
parties' final agreement, if approved by the Commission, would bring closure to
over six years of litigation related to Citizens' and Vectren's receipt of gas
supply services from ProLiance. The tentative settlement is outlined in the
press release attached as Exhibit 99-1 to this filing.

Proliance is a jointly-owned unconsolidated energy marketing affiliate of
Vectren and Citizens.

Item 7.  Exhibits

99-1 Press Release - Consumer Groups and Utilities Announce Proposed Agreement
     on Gas Supply Services from ProLiance


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.
April 24, 2002

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