VECTREN CORP
8-A12B, 1999-11-16
GAS & OTHER SERVICES COMBINED
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                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                             FORM 8-A


        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934


                       Vectren Corporation
      (Exact name of registrant as specified in its charter)



                 Indiana                   35-2086905
        (State of incorporation)(I.R.S. Employer Identification No.)

          20 N.W Fourth Street
            Evansville, Indiana              47741
           (Address of principal           (Zip Code)
           executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:


            Title of each class   Name of each exchange on which
            to be so registered   each class is to be registered

        Common Shares, no par value  New York Stock Exchange


If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check the following box. X

If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), check the following box.

Securities Act registration statement file number to which this form
relates:

     333-90763      (if applicable)
__________________________________

Securities to be registered pursuant to Section 12(g) of the Act:


                               None
                         (Title of Class)


Item 1.   Description of Registrant's Securities to be Registered

     On October 21, 1999, the directors of Vectren Corporation
declared a dividend of shareholder rights (the "Rights") for
existing and future shareholders of the Company and adopted a
Rights Agreement, payable to shareholders of record as of October
25, 1999.  Initially, shareholders will not receive a separate
certificate for the Rights. The Rights will be represented by the
outstanding Common Share certificates with a copy of this Summary
of Rights attached thereto and the Rights cannot be bought, sold or
otherwise traded separately from the Common Shares.  Certificates
for Common Shares issued after the initial Record Date carry a
notation that indicates that Rights are attached to the Common
Shares and that the terms of the Rights Agreement are incorporated
therein.

Separate certificates representing the Rights will be
distributed as soon as practicable after the "Distribution Date,"
which is the earliest to occur of:

(1)  10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person")
has (a) acquired beneficial ownership of 15% or more of the
outstanding Common Shares or (b) become the beneficial owner of an
amount of the outstanding Common Shares (but not less than 10%)
which the Board of Directors determines to be substantial and which
ownership the Board of Directors determines is intended or may be
reasonably anticipated, in general, to cause the Company to take
actions determined by the Board of Directors to be not in the
Company's best long-term interests (an "Adverse Person"), or

(2)  10 days (or such later date as may be determined by
action of the Board of Directors prior to the time any person or
group becomes an Acquiring Person) following the commencement or
announcement of an intention to make a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding
Common Shares.

Until the Distribution Date (or earlier exchange, redemption
or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate.  As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and,
thereafter, such separate Right Certificates alone will evidence
the Rights.


Exercisability and Expiration

The holders of the Rights are not required to take any action
until the Rights become exercisable.  As described above, the
Rights are not exercisable until the Distribution Date.  Holders of
the Rights will be notified that the Rights have become exercisable
when the Rights Agent mails the Rights Certificates.  The Rights
will expire on October 25, 2009 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights
are earlier redeemed by the Company, in each case, as described
below.


Adjustments

In order to protect the value of the Rights to the holders,
the Purchase Price payable and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time (1) in the event of a stock
dividend on, or a subdivision, combination or reclassification of,
the Common Shares, (2) upon the grant to holders of the Common
Shares of certain rights or warrants to subscribe for or purchase
Common Shares at a price, or securities convertible into Common
Shares with a conversion price less than the then current market
price of Common Shares, or (3) upon the distribution to holders of
the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Common Shares) or of subscription
rights or warrants, other than those referred to above.

These adjustments are called anti-dilution provisions and are
intended to ensure that a holder of Rights will not be adversely
affected by the occurrence of such events.  With certain
exceptions, the Company is not required to adjust the Purchase
Price until cumulative adjustments require a change of at least 1%
in the Purchase Price.  No fractional Common Shares will be issued
and in lieu thereof, an adjustment in cash will be made based on
the market price of the Common Shares on the last trading day prior
to the date of exercise.

Flip-over Events and Flip-in Events

In the event that (1) the Company is acquired in a merger or
other business combination transaction and the Company is not the
surviving corporation, or (2) any person consolidates or merges
with the Company and all or part of the Company's Common Shares are
exchanged for securities, cash or property of any other person, or
(3) 50% or more of the Company's consolidated assets or earning
power are sold (collectively, "Flip-Over Events"), proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right.
In the event that a person (1) acquires 15% or more of the
outstanding Common Shares (an "Acquiring Person") or (2) is
declared an Adverse Person by the Board of Directors of the
Company,(collectively, "Flip-In Events"), proper provision shall be
made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price
of the Right.

Exchange Option

At any time after a person becomes an Acquiring Person, and
prior to the acquisition by such Acquiring Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such
person or group which have become void), in whole or in part, at an
exchange ratio of one Common Share per Right (subject to
adjustment).


Redemption

At any time prior to the tenth calendar day following the date
of a public announcement that a person or group has become an
Acquiring Person, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption Price").  The redemption of the Rights may be made
effective at such time, on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to
exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

If the Board of Directors' ability to redeem the Rights
pursuant to the Rights Agreement has expired because a person or
group has become an Acquiring Person, but a Flip-Over Event or
certain Flip-In Events have not yet occurred, the redemption right
will be reinstated if the Acquiring Person disposes of a sufficient
number of the Company's Common Shares so that such person then owns
only 10% or less of the outstanding Company's Common Shares and if
certain other conditions are met.


The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the
Rights, except that from and after such time as any person becomes
an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights.

Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.

A copy of the Rights Agreement is available from the Company
at no charge upon written request.  This summary description of the
Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, which is
incorporated herein by this reference.

Item 2.   Exhibits

     Rights Agreement, dated as of October 25, 1999 between Vectren
Corporation and EquiServe Trust Company, N.A., as Rights Agent
(incorporated by reference to Exhibit 4(a) to the registrant's
Registration Statement on Form S-4 filed November 12, 1999
(registration number 333-90763).
<PAGE>
                           SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.


                              VECTREN CORPORATION

Date:  November 16, 1999


                              By:  /s/ Niel C. Ellerbrook

                                   Niel C. Ellerbrook
                                   Chairman of the Board
                                   and Chief Executive Officer




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