Washington, DC 20549

                                   FORM 8-K/A
                                 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)

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  set forth the basic  framework  for  settlement  of numerous  pending
issues  related  to  ProLiance  Energy,  LLC  (ProLiance).  The  parties'  final
agreement was approved by the Commission on July 24, 2002. This agreement brings
closure to over six years of  litigation  related  to  Citizens'  and  Vectren's
receipt of gas supply services from ProLiance.  The final 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 - ProLiance Settlement Approved,
                         Customers Save Millions, Utilities Receive Certainty


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.
July 24, 2002

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