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) November 25, 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 November 25, 2002, Moody's Investor's Services (Moody's) issued a press
release regarding the downgrade of credit ratings on various debt instruments
issued by certain of Vectren Corporation's (Vectren) wholly owned subsidiaries,
specifically Vectren Utility Holdings, Inc., Southern Indiana Gas and Electric
Company and Indiana Gas Company, Inc. Moody's also confirmed the existing
ratings on the debt securities of Vectren Capital Corporation and provided a
stable outlook for all ratings. A copy of the press release is attached.

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 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 - Moody's Investor's Services

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.
November 27, 2002

                                       By:  /s/ Jerome A. Benkert, Jr.
                                         Jerome A. Benkert, Jr.
                                         Executive Vice President and Chief
                                         Financial Officer (Principal Financial