SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

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

         Date of Report (Date of earliest event reported) March 1, 2005


                               VECTREN CORPORATION
             (Exact name of registrant as specified in its charter)


     Commission       Registrant, State of Incorporation,       I.R.S Employer
       File No.          Address, and Telephone Number        Identification No.
                                                                      

        1-15467                Vectren Corporation                35-2086905
                             (An Indiana Corporation)
                              20 N.W. Fourth Street,
                             Evansville, Indiana 47708
                                 (812) 491-4000

        1-16739            Vectren Utility Holdings, Inc.         35-2104850
                            (An Indiana Corporation)
                             20 N.W. Fourth Street,
                             Evansville, Indiana 47708
                                (812) 491-4000


            Former name or address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
 
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) 

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) 

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the 
Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))







Item 1.01.  Entry into a Material Definitive Agreement.

Vectren Corporation (the Company), an energy holding and applied technology
company, executed a new change in control agreement with its chief executive
officer effective March 1, 2005. The contract is attached to this filing.

                                   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 CORPORATION
                               VECTREN UTILITY HOLDINGS, INC.

March 3, 2005


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






                                INDEX TO EXHIBITS

The following Exhibits are filed as part of this Report to the extent described
in Item 1.01:



 Exhibit
 Number        Description
                       
   99-1        Vectren Corporation Change In Control Agreement







                                                                            99-1


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