VECTREN CORP
S-3, 2001-01-19
GAS & OTHER SERVICES COMBINED
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        As Filed With The Securities and Exchange Commission On January 19, 2001
                                                     Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------


                               VECTREN CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

           Indiana                                     35-2086905
(State or Other Jurisdiction of          (I.R.S. Employer Identification Number)
 Incorporation or Organization)

                                ----------------
                              20 N.W. Fourth Street
                            Evansville, Indiana 47741
                                 (812) 491-4000
               (Address, Including Zip Code, and Telephone Number,
        Including Area Code, of Registrant's Principal Executive Offices)
                                ----------------

                               Ronald E. Christian
                     Senior Vice President, General Counsel
                                  and Secretary
                              20 N.W. Fourth Street
                            Evansville, Indiana 47741
                                (812) 491-4000
             (Name, Address, Including Zip Code, and Telephone Number,
                    Including Area Code, of Agent For Service)

                                   COPIES TO:
  Catherine L. Bridge                                   Edward F. Petrosky
  Barnes & Thornburg                                    Brown & Wood LLP
  11 South Meridian Street                              One World Trade Center
  Indianapolis, Indiana 46204                           New York, New York 10048
       (317) 236-1313                                       (212) 839-5300


<PAGE>

         APPROXIMATE  DATE OF  COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  As
soon as practicable after the effective date of this Registration Statement.

         If the only securities  being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. / /

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, please check the following box. / /

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering. / /

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. / /

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box. / /

                            -------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                       Proposed maximum      Proposed maximum
Title of each class of               Amount to be      offering price per    aggregate offering    Amount of
securities to be registered          registered (1)    unit  (2)             price                 registration fee

<S>                                  <C>               <C>                   <C>                   <C>
Common stock, no par value, and
  common stock purchase rights (3)   6,325,000         $23.281               $147,252,325          $36,813.08
</TABLE>

(1)  Includes 825,000 shares which the underwriters  have the option to purchase
     to cover over-allotments, if any.
(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based
     on the average of the high and low sales  prices of the common stock of the
     Registrant reported on the New York Stock Exchange on January 17, 2001.
(3)  No  additional  consideration  will be paid for the common  stock  purchase
     rights.

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act of 1933, as amended,  or until this registration  statement shall
become effective on such date as the commission, acting pursuant to said Section
8(a), may determine.


<PAGE>



The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and we  are  not  soliciting  offers  to buy  these
securities in any jurisdiction where the offer or sale is not permitted.

[Note to  Printer:  legend to be  printed  in red on  left-hand  margin of front
cover]

<PAGE>



                              Subject to Completion
                  Preliminary Prospectus dated January 19, 2001

PROSPECTUS
----------

                                5,500,000 Shares

                               VECTREN CORPORATION


                                     [LOGO]


                                  Common Stock
                       (and Common Stock Purchase Rights)

                             ----------------------


         Vectren  Corporation is selling  5,500,000  shares of common stock with
the related common stock purchase rights.

         The shares trade on the New York Stock Exchange under the symbol "VVC."
On January  17,  2001,  the last sale price of the shares as reported on the New
York Stock Exchange was $23.00 per share.

         Investing in the common stock  involves risks that are described in the
"Risk Factors" section beginning on page 6 of this prospectus.

                             ----------------------

                                                        Per Share         Total

    Public offering price      .......................     $                $
    Underwriting discount      .......................     $                $
    Proceeds, before expenses, to Vectren       ......     $                $

         The underwriters  may also purchase up to an additional  825,000 shares
from  Vectren at the public  offering  price,  less the  underwriting  discount,
within 30 days from the date of this prospectus to cover over-allotments.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

         The shares will be ready for delivery on or about ___________, 2001.

                             ----------------------

MERRILL LYNCH & CO.                                   CREDIT SUISSE FIRST BOSTON
         A.G. EDWARDS & SONS, INC.
                  EDWARD JONES & CO., L.P.
                                  UBS WARBURG LLC

                             ----------------------

               The date of this prospectus is _____________, 2001.
<PAGE>

                                [graphic omitted]

VECTREN

Regulated Subsidiaries

Energy Delivery - Transmits and distributes natural gas and electricity

Power Supply - Generates and markets electric power



Non-Regulated Subsidiaries

Energy Services - Trades and markets natural gas and provides energy performance
contracting

Utility Services - Provides  utility  products and services,  and the mining and
sale of coal

Communications - Provides integrated broadband communication services


         Vectren Corporation is an energy and applied technology holding company
headquartered  in Evansville,  Indiana.  Our operations  began on March 31, 2000
through the combination of two Indiana-based companies, Indiana Energy, Inc. and
SIGCORP,  Inc. On October 31,  2000,  we acquired  the natural gas  distribution
assets of The Dayton Power and Light Company, located in western Ohio. Vectren's
regulated  subsidiaries  provide gas and/or  electricity  to  approximately  one
million customers in adjoining service  territories that cover nearly two-thirds
of Indiana  and 16  counties  in west  central  Ohio,  and  generate  and market
electric power.  Vectren's  non-regulated  subsidiaries and affiliates primarily
consist of three business units providing  services to customers  throughout the
region:  Energy Services,  Utility Services and Communications.  Our strategy is
focused on becoming the leading regional  provider of energy and related applied
technology solutions to business, residential and municipal customers.

                                [graphic omitted]

[Graphic of several midwestern  states,  with Vectren's service area in Southern
and Central Indiana and Eastern Ohio highlighted.]



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

Summary  .................................................................... 4
Risk Factors ................................................................ 6
Forward-Looking Statements................................................... 8
Business .................................................................... 9
Use of Proceeds .............................................................19
Market Price of Common Stock and Dividends ..................................19
Capitalization ..............................................................21
Selected Historical and Pro Forma Consolidated Financial Data................22
Description of Stock ........................................................24
Certain United States Tax Considerations
  for Non-United States Holders..............................................26
Underwriting.................................................................29
Legal Matters ...............................................................32
Experts  ....................................................................32
Where You Can Find More Information .........................................32

                             ----------------------

         You should rely only on the  information  contained or  incorporated by
reference  in this  prospectus.  We have  not,  and the  underwriters  have not,
authorized  anyone to provide you with different or additional  information.  If
anyone  provides you with  different or additional  information,  you should not
rely on it. We are not, and the  underwriters  are not,  making an offer to sell
these  securities  in any  jurisdiction  where the offer is not  permitted.  You
should assume that the information contained in this prospectus is accurate only
as of the  date  on the  cover  page  of  this  prospectus  or,  in the  case of
information contained in documents incorporated by reference in this prospectus,
as of the date of those documents. Our business, financial condition, results of
operations and prospects may have changed since those dates.

                             ----------------------

         Unless  otherwise   indicated,   all  information   contained  in  this
prospectus assumes that the underwriters' over-allotment option is not exercised
and the terms "Vectren," "we," "us" and "our" refer to Vectren  Corporation and,
where appropriate, our subsidiaries.

                             ----------------------

         As used in this  prospectus,  the  abbreviation  "Mdth" means  thousand
decatherms,"MMdth" means million decatherms, "MW" means megawatts, "MWhrs" means
megawatt hours,  "RGUs" means revenue  generating units and  "throughput"  means
combined gas sales and gas transportation volumes.


<PAGE>


                                     SUMMARY

         This summary  provides an overview of the key aspects of the  offering.
This  summary is not complete  and does not contain all of the  information  you
should consider before  purchasing our common stock.  You should read all of the
information contained or incorporated by reference in this prospectus carefully,
including the "Risk  Factors"  section and the financial  statements and related
notes.

                                   Our Company

         Vectren Corporation is an energy and applied technology holding company
headquartered  in Evansville,  Indiana.  Our operations  began on March 31, 2000
through the combination of two Indiana-based companies, Indiana Energy, Inc. and
SIGCORP,  Inc. On October 31,  2000,  we acquired  the natural gas  distribution
assets of The Dayton Power and Light Company, located in western Ohio. Vectren's
regulated  subsidiaries  provide gas and/or  electricity  to  approximately  one
million customers in adjoining service  territories that cover nearly two-thirds
of Indiana  and 16  counties  in west  central  Ohio,  and  generate  and market
electric power.  Vectren's  non-regulated  subsidiaries and affiliates primarily
consist of three business units providing  services to customers  throughout the
region:  Energy Services,  Utility Services and Communications.  Energy Services
trades and  markets  natural gas and  provides  energy  performance  contracting
services.  Utility  Services  provides  utility  products and services,  such as
underground  construction and facilities  locating,  meter reading and materials
management,  and the mining and sale of coal. Communications provides integrated
broadband communications services,  including local and long distance telephone,
internet access and cable television.

         We segregate our businesses into regulated and non-regulated  entities.
At September 30, 2000,  we had $2.1 billion in total  assets,  with $1.7 billion
(80%) being regulated and $0.4 billion (20%) being non-regulated.

                                  Our Strategy

         Our  strategy is focused on becoming the leading  regional  provider of
energy and related  applied  technology  solutions to business,  residential and
municipal  customers.  We believe strong customer  relationships  are key to our
success,  and we will  continue to build upon our strong  utility  foundation to
help  make  our  customers  more  productive,   comfortable  and  secure.   More
specifically,

         o        We will build upon our strong utility  foundation by remaining
                  a low cost,  safe and reliable  provider of energy and related
                  products and services.
         o        We will  continue to build on the loyalty of existing  and new
                  customers  by  anticipating   and  meeting  their  needs  with
                  value-added products and services.
         o        We will grow our core business through the disciplined pursuit
                  of  mergers,  acquisitions,   alliances,  joint  ventures  and
                  partnerships.
         o        We will pursue superior returns for our  shareholders  through
                  our goal of  providing,  on average  over five  years,  annual
                  earnings growth per share of 8% to 10%.

         Vectren was  incorporated  under the laws of Indiana on June 10,  1999.
Our corporate offices are located at 20 N.W. Fourth Street, Evansville,  Indiana
47741. Our telephone number is (812) 491-4000.

<PAGE>



                                  The Offering

         Common stock offered by Vectren.... 5,500,000 shares

         Shares outstanding after
         the offering....................... 66,887,468 shares

         Use of proceeds.................... We estimate  that our net  proceeds
                                             from this offering without exercise
                                             of the underwriters' over-allotment
                                             option   will   be    approximately
                                             $_________.  We  intend  to use the
                                             net  proceeds to repay a portion of
                                             the commercial paper issued to fund
                                             the  acquisition of the natural gas
                                             distribution  assets of The  Dayton
                                             Power and Light Company,  our share
                                             of  the  additional  investment  in
                                             Reliant   Services,   LLC  for  the
                                             purchase price for Miller  Pipeline
                                             Corporation,   and  our  additional
                                             investments  in  Haddington  Energy
                                             Partners    and   the    integrated
                                             broadband    communications   joint
                                             venture  with  Utilicom   Networks,
                                             LLC.

         Risk factors....................... See   "Risk   Factors"   and  other
                                             information       included       or
                                             incorporated  by  reference in this
                                             prospectus   for  a  discussion  of
                                             factors   you   should    carefully
                                             consider  before deciding to invest
                                             in shares of the common stock.

         New York Stock Exchange symbol..... VVC

         The number of shares  outstanding  after the  offering  is based on our
shares  outstanding as of December 31, 2000 and excludes 859,441 shares reserved
for  issuance  under   outstanding   options.   This  number  assumes  that  the
underwriters'  over-allotment  option is not  exercised.  If the  over-allotment
option  is  exercised  in full,  we will  issue and sell an  additional  825,000
shares.


<PAGE>
                                  RISK FACTORS

         You should carefully consider the risk factors described below, as well
as  the  other  information  included  or  incorporated  by  reference  in  this
prospectus,  before  making an  investment  in our common  stock.  The risks and
uncertainties  described  below  are not  the  only  ones  facing  our  company.
Additional  risks and  uncertainties  not  presently  known or that we currently
believe to be immaterial may also adversely affect us.

Our acquisitions may not perform as expected.

         We have achieved  growth through  mergers and  acquisitions  and expect
that we will continue to grow, in part, through  acquisitions.  Although each of
the  acquired  businesses  had a  significant  operating  history at the time we
acquired  it, we have a limited  history of owning and  operating  many of these
businesses.  There can be no assurances  that these  businesses  will perform as
expected,  that the returns from these  businesses will support the indebtedness
incurred  to acquire  them or the  capital  expenditures  needed to  maintain or
develop them or that we will realize the  synergies  associated  with our merger
and investment strategies.

We operate in an increasingly  competitive industry, which may affect our future
earnings.

         The utility industry has been undergoing dramatic structural change for
several years,  resulting in increasing  competitive pressures faced by electric
and gas utility companies. Increased competition may create greater risks to the
stability  of  utility  earnings  generally  and may in the  future  reduce  our
earnings  from  retail  electric  and  gas  sales.  Currently,  several  states,
including Ohio, have passed  legislation  that allows  electricity  customers to
choose their  electricity  supplier in a  competitive  electricity  market,  and
several  other states are  considering  such  legislation.  At the present time,
Indiana has not adopted such legislation. Ohio regulation provides for choice of
commodity for all gas customers. We plan to implement this choice for all of our
gas customers in Ohio by 2002. Indiana has not adopted any regulation  requiring
gas choice except for large volume  customers.  We cannot assure that  increased
competition  or other  changes in  legislation,  regulation or policies will not
have a material adverse effect on our business,  prospects,  financial condition
or results of operations.

From  time to  time,  we are  subject  to  material  litigation  and  regulatory
proceedings.

         On November 3, 1999, the United States Environmental  Protection Agency
("USEPA")  filed a lawsuit  against  Southern  Indiana Gas and Electric  Company
("SIGECO"),  a wholly owned  subsidiary of Vectren,  alleging  violations of the
Clean Air Act at the Culley Generating Station.  The lawsuit seeks fines against
SIGECO for as much as  $27,500  per day per  violation  without  specifying  the
number of days or violations  that the USEPA believes  occurred.  The USEPA also
seeks  an  order  requiring  SIGECO  to  install  the  best  available  emission
technology at the Culley Generating Station, the costs of which are estimated to
be $40 million to $50  million.  The majority of these costs are included in the
approximately  $160  million  which  SIGECO  would be  required to expend if the
USEPA's rule requiring certain states,  including Indiana, to file revised state
implementation  plans to reduce  nitrogen  oxide  ("NOx"),  a key  ingredient of
ozone,  emissions  is upheld by a final court order and, as a result,  SIGECO is
required to install  system-wide NOx emission control.  The estimate is based on
the  level of  system-wide  emissions  reductions  ultimately  required  and the
control  technology  utilized  to achieve the  reductions  and is expected to be
expended  during  the  2001-2004  period.   Related  additional   operation  and
maintenance expenses could be an estimated $8 to $10 million annually.

         The Indiana Utility  Regulatory  Commission (the "Indiana  Commission")
has determined  that there should be additional  review of certain pricing terms
for the purchase of gas by Indiana Gas Company,  Inc., a wholly owned subsidiary
of Vectren ("Indiana Gas"), from ProLiance Energy,  LLC  ("ProLiance"),  our 50%
owned  unregulated  marketing  affiliate,  in  a  pending  gas  cost  adjustment
proceeding before the Indiana Commission  involving Indiana Gas and Citizens Gas
& Coke Utility,  a public charitable trust that provides gas service to the City
of Indianapolis ("Citizens Gas"). An affiliate of Citizens Gas is our partner in
the ProLiance joint venture.  A hearing  schedule has not yet been  established.
Pending resolution of these issues, Indiana Gas continues to record gas costs in
accordance  with the  ProLiance  contract  and Vectren  continues  to record its
proportional share of ProLiance's earnings.

         In addition to the matters  described above, we may be subject to other
material  litigation and regulatory  proceedings from time to time. There can be
no assurance that the outcome of these matters will not have a material  adverse
effect on our consolidated financial condition or results of operations.

We may not be able to realize our communications strategy.

         Since  we have a  minority  interest  in our  investments  in  Utilicom
Networks,  LLC  ("Utilicom"),   the  nature  of  our  broadband   communications
investments  and the manner in which we offer such  services  to  customers  may
change.  Further,  we face strong  competition  in the broadband  communications
business.  Competitors include regional,  national and global companies. Many of
our  competitors  are  well-established  and have  larger and  better  developed
networks and systems,  greater name recognition,  longer operating  histories in
certain businesses and significantly greater financial,  technical and marketing
resources.  As a  result,  there  can  be no  assurance  that  we  will  achieve
penetration  rates in Indianapolis,  Indiana,  Dayton,  Ohio or any other future
markets  comparable to the rates  achieved by SIGECOM,  LLC  ("SIGECOM")  in the
Evansville, Indiana market.


<PAGE>


                           FORWARD-LOOKING STATEMENTS

         Statements  contained or  incorporated  by reference in this prospectus
regarding future events and developments are "forward-looking statements" within
the  meaning  of  Section  27A of the  Securities  Act of 1933.  Forward-looking
statements are based on management's beliefs as well as assumptions made by, and
information  currently  available to,  management.  Because such  statements are
based on  expectations  and not  historical  facts,  actual  results  may differ
materially from those projected in the particular statements.  Important factors
that could cause  future  results to differ  include  those  listed  under "Risk
Factors" and the following:

         o        Weather  conditions;

         o        The  federal  and  state  regulatory  environment,   including
                  changes   in   rate-setting   and   cost-recovery    policies,
                  environmental regulations, tax or accounting matters and other
                  laws and regulations to which we are subject;

         o        The economic climate,  including  inflation rates and monetary
                  policies;

         o        Unusual   or   unanticipated   changes   in  normal   business
                  operations, including unusual maintenance or repairs;

         o        Fluctuation  in  supply,  demand,  transmission  capacity  and
                  prices for energy commodities;

         o        Customer growth within our service  territories and changes in
                  customers' usage patterns and energy preferences;

         o        Financial market conditions, including changes in availability
                  of capital or interest rate fluctuations;

         o        Our ability to carry out our marketing and sales plans,  along
                  with the  ability to  realize  synergies  associated  with our
                  merger and investment strategies; and

         o        Employee  workforce  factors,  including changes in collective
                  bargaining unit agreements, strikes or work stoppages.

         These and other matters are  difficult to predict,  and many are beyond
our control,  including those we discuss in this prospectus and our filings with
the Securities and Exchange Commission.  Accordingly, you should not rely on the
accuracy  of  predictions   contained  in  forward-looking   statements.   These
statements  speak  only as of the  date of this  prospectus  or,  in the case of
documents incorporated by reference, as of the date of those documents.


<PAGE>



                                    BUSINESS

                                [graphic omitted]

VECTREN

Regulated Subsidiaries

Energy Delivery - Transmits and distributes natural gas and electricity

Power Supply - Generates and markets electric power



Non-Regulated Subsidiaries

Energy Services - Trades and markets natural gas and provides energy performance
contracting

Utility Services - Provides  utility  products and services,  and the mining and
sale of coal

Communications - Provides integrated broadband communication services



         Vectren Corporation is an energy and applied technology holding company
headquartered  in Evansville,  Indiana.  Our operations  began on March 31, 2000
through the combination of two  Indiana-based  companies,  Indiana Energy,  Inc.
("Indiana  Energy")  and SIGCORP,  Inc.  ("SIGCORP").  On October 31,  2000,  we
acquired  the  natural  gas  distribution  assets of The Dayton  Power and Light
Company  ("Dayton  Power"),  located in western Ohio,  which are now operated by
Vectren  Energy  Delivery of Ohio,  Inc.  ("Vectren  of Ohio"),  a  wholly-owned
subsidiary.  Vectren's regulated  subsidiaries provide gas and/or electricity to
approximately one million customers in adjoining service  territories that cover
nearly  two-thirds of Indiana and 16 counties in west central Ohio, and generate
and market electric power. Vectren's  non-regulated  subsidiaries and affiliates
primarily  consist of three  business  units  providing  services  to  customers
throughout the region:  Energy Services,  Utility  Services and  Communications.
Energy Services  trades and markets natural gas and provides energy  performance
contracting.  Utility Services  provides utility products and services,  such as
underground  construction and facilities  locating,  meter reading and materials
management,  and the mining and sale of coal. Communications provides integrated
broadband communications services,  including local and long distance telephone,
internet access and cable television.

                  We segregate our businesses  into regulated and  non-regulated
entities.  At September 30, 2000, we had $2.1 billion in total assets, with $1.7
billion (80%) being  regulated and $0.4 billion (20%) being  non-regulated.  For
the twelve  months ended  September  30,  2000,  we had $72.6  million  (76%) in
earnings  from our  regulated  entities and $23.1 million (24%) in earnings from
our non-regulated entities.

                                [graphic omitted]

                           Regulated vs. Non-Regulated

Total Assets* (9/30/00)
  $2.1 billion
Regulated 80%
Non-Regulated 20%

*Does not include Vectren of Ohio

Earnings*
Twelve Months Ended 9/30/00
  $95.7 million
Regulated 76%
Non-Regulated 24%

*Before merger costs and does not include Vectren of Ohio


                                  Our Strategy

         Our  strategy is focused on becoming the leading  regional  provider of
energy and related  applied  technology  solutions to business,  residential and
municipal  customers.  We believe strong customer  relationships  are key to our
success,  and we will  continue to build upon our strong  utility  foundation to
help make our customers more productive, comfortable and secure.

         We will build upon our strong  utility  foundation  by  remaining a low
cost,  safe and reliable  provider of energy and related  products and services.
Our strong  utility  foundation is built upon low cost electric  generating  and
energy distribution  assets. We have aligned our business groups and have formed
strategic  alliances and partnerships to utilize our core  competencies,  reduce
costs and better manage our operations.

         We will  continue to build on the loyalty of existing and new customers
by anticipating and meeting their needs with value-added  products and services.
Customer-care  is a primary  focus,  and we have  implemented  a  customer  care
organization,  including  marketing and sales and a  centralized  call center in
Evansville. This helps position us to provide future products and services.

         We will grow our core  business  through  the  disciplined  pursuit  of
mergers,  acquisitions,   alliances,  joint  ventures  and  partnerships.   Most
recently, we successfully  completed the merger of Indiana Energy and SIGCORP to
form  Vectren,  acquired  the natural gas assets of Dayton  Power and  acquired,
through a joint venture,  Miller Pipeline Corporation  ("Miller  Pipeline").  We
will   opportunistically   pursue  other  businesses  where  we  have  developed
expertise.  We will also look to divest certain businesses judged to be non-core
to Vectren's customer relationship focused strategy.

         We will pursue superior returns for our shareholders. It is our goal to
produce,  on average over five years,  annual earnings growth per share of 8% to
10%. Our goal is to grow  regulated  earnings on average up to 4%.  Furthermore,
our goal is for non-regulated operations,  which contribute approximately 24% of
consolidated  earnings,  to contribute as much as 35% in five years.  We plan to
continue to grow our cash dividend and maintain  investment grade credit ratings
for our debt.

                            Our Competitive Strengths

     We believe we have developed  competitive  strengths that will enable us to
successfully execute our strategy. These strengths include:

         o        Customer focus
         o        Superior service
         o        Experienced management team
         o        Solid, cost conscious utility foundation
         o        Low cost provider of electric generation
         o        Successful non-regulated growth strategy
         o        Market  leading  supplier of gas to  industrial  customers and
                  municipal utilities
         o        Disciplined approach to growth through business combinations
         o        Outstanding dividend record


                        Regulated Business Segment Review

                                [graphic omitted]

                                Gas vs. Electric
                         (Twelve Months Ended 9/30/00)

Gas-Revenues*

Residential 62%
Commercial 21%
Industrial 9%
Other 8%

*Does not include Vectren of Ohio

Electric - Revenues

Residential       28%
Industrial        26%
Commercial        22%
Wholesale         22%
Other             2%

Earnings*

Gas 51%
Electric 49%

*Before merger costs and does not include Vectren of Ohio


Energy Delivery

         With  the  addition  of the  Vectren  of Ohio  operations,  which  were
acquired on October 31, 2000, our Energy Delivery group provides natural gas and
electric  service to  approximately  one million  customers  in Indiana and west
central Ohio. Through Energy Delivery, we strive to remain a safe, reliable, low
cost provider of energy to our customers  helping to make them more  productive,
comfortable and secure.

         Energy Delivery is made up of three utility companies. SIGECO currently
markets  and  delivers  electricity  and natural  gas to  approximately  150,000
customers in southwestern Indiana. Indiana Gas provides natural gas distribution
to approximately 510,000 customers in central Indiana.  Vectren of Ohio provides
natural gas  distribution  to  approximately  305,000  customers in west central
Ohio.  Indiana Gas, SIGECO and Vectren of Ohio are wholly owned  subsidiaries of
Vectren.


<PAGE>


                                [graphic omitted]

                          Gas Throughput and Customers

                                         1998     1999     2000*

Gas throughput MDth (000's)               139     151      151
Heating Degree Days - % of Normal          80      87       85
   *Does not include Vectren of Ohio
    *Twelve months 9/30/00


                                         1998     1999     2000*


Natural Gas Customers (000's)             598     611      621
         Does not include Vectren of Ohio
         *As of 9/30/00

         Gas  volumes  steadily   increased  in  recent  years  as  measured  by
throughput.  Throughput in 2000 was 151 MMdth  compared to 151 MMdth in 1999 and
139 MMdth in 1998.  Customer counts were approximately  621,000 in 2000, 611,000
in 1999 and 598,000 in 1998.  Growth in gas  throughput was impacted by weather,
favorable economic conditions and customer growth.

                                [graphic omitted]
                          Electric Sales and Customers

                                     1998     1999     2000*

Electric Sales - Mwh (000's)        6,859   6,941    7,091
Cooling Degree Days - % of Normal     120%     91%      90%

         *Twelve months ended 9/30/00



                                     1998     1999     2000*

Electric Customers (000's)            123      125     127

         *As of 9/30/00



         Electric sales totaled approximately 7,091,000 MWhrs in 2000, 6,941,000
MWhrs  in 1999  and  6,859,000  MWhrs in 1998.  Electric  customer  counts  were
approximately  128,000 in 2000,  125,000 in 1999 and  123,000 in 1998.  Electric
sales grew despite milder than normal  weather,  as measured in terms of cooling
degree days. These results reflect customer growth and our successful efforts to
market our low cost excess generating capacity to wholesale customers.

Energy Delivery Strategic Objectives

         o        Be a top  quartile  performer  in the  industry  in  terms  of
                  customer service, safety, operating costs and prices
         o        Enhance  customer  relationships  to serve as a foundation for
                  providing additional products and services
         o        Continually  improve through process revisions and development
                  of new technology

Power Supply

         Our Power Supply group operates and maintains  Vectren's six coal fired
electric power plants and five peaking units in southwest  Indiana and contracts
for purchased  power and sells power in the wholesale  market.  We presently own
1,256 MWs of installed  operating  generating  capacity.  Coal-fired  generating
units  provide  1,041 MWs of capacity,  and gas or oil-fired  turbines  used for
peaking or emergency  conditions provide 215 MWs. We have 50 MWs available under
firm contracts and 120 MWs available under interruptible contracts. We also have
80 MWs under development, which will be fueled by natural gas.

                                [graphic omitted]


                                                   (Left Graph)

Firm Capacity (1,306 MWs)

Coal                       80%
Oil & Gas                  16%
Purchased Power             4%

                                                   (Right Graph)

Source of Supply in 2000 (MWhrs)

Coal                       87%
Purchased Power            12%
Oil & Gas                  1%



         In  addition,   our  Power  Supply  group  has  interconnections   with
Louisville Gas and Electric Company,  Cinergy Services, Inc., Indianapolis Power
& Light Company,  Hoosier Energy Rural  Electric  Cooperative,  Inc., Big Rivers
Electric  Corporation,  Wabash Valley Power  Association and the City of Jasper,
providing an ability to simultaneously interchange approximately 750 MWs.

         We believe  that a distinct  competitive  advantage of our Power Supply
group is the low cost  generation of electric  power made  possible  through low
production costs. Our power production costs,  which include coal costs, in 1999
were  approximately  1.75 cents per kilowatt  hour,  placing us among the lowest
cost providers in the nation, as demonstrated by the following graph:

                                [graphic omitted]


                        Electric Cost of Production (1)
                                      1999

                  SIGECO           ECAR Average               National Average
Cents per KWh     1.75                 1.93                            1.86

(1)      Electric  Cost of Production is defined as total fuel cost and non-fuel
         operation and maintenance cost

Source: Resource Data International, Inc.

         This  advantage  allows us to make sales into the public power markets.
While we must  first  serve our Energy  Delivery  group,  excess  power has been
available for sale to other buyers during non-peak load periods.  Low production
costs enable us to sell a greater volume of power at favorable market prices.

Power Supply Strategic Objectives

         o        Maximize return on generation assets
         o        Maintain position as a low cost, reliable producer of electric
                  power
         o        Operate in a manner  that  reflects  Vectren's  commitment  to
                  environmental stewardship.

                      Non-Regulated Business Segment Review

Energy Services

         Our Energy Services group relies heavily upon a customer focused, value
added strategy.  The group provides gas marketing and fuel supply  management to
over 600  customers  in twelve  states  across  the  Midwest,  as well as market
intelligence  through  disciplined  trading.  In  addition  to  being a  leading
provider of these services to municipal utilities,  we serve large end users and
other  utilities.  This group is also the gas supplier  for our Energy  Delivery
group. At year-end 2000, Energy Services had 616 customers, up from 377 in 1998.
Volume has grown about 38%, with customer growth as volumes traded  increased to
336 MMdth in 2000, up from 244 MMdth in 1998.

                                [graphic omitted]

(Left Graph)


                                     1998              1999             2000*

Customers                            377               472              616

*2000 Projected


(Right Graph)


                                     1998              1999             2000*

Throughput Volumes in Mdth (000's)   244               287              336

*2000 Projected



         The  Energy  Services  group  includes  two  gas  marketing  companies.
ProLiance is 50% owned by Vectren and 50% owned by an affiliate of Citizens Gas.
SIGCORP  Energy  Services,  Inc. is a wholly  owned  subsidiary  of Vectren.  In
addition,  Energy Services Group,  LLC provides energy  performance  contracting
facility  upgrades  through  its design  and  installation  of  energy-efficient
equipment.  Energy Systems Group,  LLC is a venture between Vectren and Citizens
Gas, with Vectren owning 67%.

Energy Services Strategic Objectives

         o        Deploy a customer relationship strategy
         o        Continue to build natural gas marketed volumes
         o        Develop a platform  to sell  power to end users and  municipal
                  customers

Utility Services

         Our  Utility  Services  group is a low  cost  provider  of  outsourcing
services for electric,  gas, water and  telecommunication  utilities,  including
Vectren's  Energy  Delivery   businesses.   Those  outsourced  services  include
underground construction and facilities locating, meter reading, warehousing and
distribution of materials and third party  collections.  In addition,  the group
provides Vectren's Power Supply group with a dependable, low cost source of coal
from its own mines in southwest Indiana. It also markets coal to other utilities
and wholesale customers.

         This group includes the following entities:  Reliant Services,  LLC, an
equally owned strategic alliance with Cinergy Corp. ("Reliant");  CIGMA, LLC, an
equally  owned  strategic  alliance  with an  affiliate  of  Citizens  Gas;  IEI
Financial  Services,  LLC, a wholly  owned  subsidiary  of Vectren;  and Vectren
Fuels, Inc., a wholly owned subsidiary of Vectren.

Utility Services Strategic Objectives

         o        Continue  to optimize  core  competencies  and expand  service
                  offerings to other utilities
         o        Provide   improved   service  and  reduced  costs  to  utility
                  affiliates

Communications

         Our  Communications  group provides  services to  approximately  23,000
residential and commercial  customers in the greater Evansville area in southern
Indiana  through an 880-mile fiber  network.  This network has been active since
mid-2000.  The present  customer  base has yielded  approximately  52,400  RGUs,
indicating  multiple lines and/or  services being utilized by the same customer.
Penetration   of  our  existing   energy   customer  base  in  Evansville   with
communications  services has been in excess of one-third.  The Evansville system
is operated in a joint venture with Utilicom.  Utilicom is a provider of bundled
communications  services that focuses on last mile delivery to  residential  and
commercial customers in second and third tier markets.

                                [graphic omitted]

                                                     1999               2000

Communications Customers

         Total Passing                               43,100            83,400
         Customers Served                            11,150            23,000
         RGUs                                        18,000            52,400


         Our  Communications  strategy  is to be  the  first  mover  to  connect
customers in the second and third tier markets in Indiana and west central Ohio.
We intend to execute our strategy by investing in broadband cable overbuilds and
by optimizing the existing  relationships  between our other business groups and
their customers.

         In addition to the operating Evansville  network, we have invested $8.1
million in  Utilicom  and have also  committed  to invest up to $100  million in
Utilicom in the form of convertible  subordinated debt, subject to obtaining all
required financing.  Vectren's  commitment will support Utilicom's plan to raise
$600 million of additional capital to fund ventures in Indianapolis, Indiana and
Dayton,  Ohio.  Utilicom has also obtained  $220 million of capital  commitments
from  Blackstone  Capital  Partners III,  First Union Capital  Partners,  and JP
Morgan  Capital.  These  commitments  are also subject to the achievement of the
funding of the entire $600 million of additional capital.

Communications Strategic Objectives

         o        Generate  positive  EBITDA from the  Evansville  investment in
                  2001
         o        Begin  construction of broadband  strategy in Indianapolis and
                  Dayton

Corporate and Other

         In addition to the non-regulated  business groups previously discussed,
our Corporate and Other group invests in and realizes tax credits from:

         o        a portfolio  of energy  development  projects in gas  storage,
                  gathering and processing, and fuel cells and other distributed
                  generation projects;
         o        real  estate,   including  structured  finance  and  leveraged
                  leases, as well as low income housing projects;
         o        projects to develop coal based synthetic fuels; and
         o        corporate  information   technology,   including  billing  and
                  financial reporting systems.

Major  investments  include  Haddington  Energy  Partners,   L.P.   ("Haddington
Energy"),  Southern Indiana  Properties,  Inc., Pace Carbon Synfuels  Investors,
L.P., Energy Realty, Inc. and Vectren Resources LLC.

                               Recent Developments

Acquisition of the Gas Utility Assets of The Dayton Power and Light Company

         Vectren  purchased the natural gas distribution  assets of Dayton Power
for a purchase  price of  approximately  $465 million on October 31,  2000.  The
acquisition added approximately  305,000 gas utility customers in 16 counties in
western  Ohio.  Vectren  acquired the gas utility  assets as a tenancy in common
through  two  separate  subsidiaries.  Indiana  Gas  acquired  a  47%  undivided
ownership  interest in the assets and Vectren of Ohio acquired the remaining 53%
undivided  ownership  interest.  Vectren of Ohio is the  operator  of all of the
assets. Because Ohio law requires domestic incorporation of any entity providing
utility services in Ohio,  Indiana Gas has  incorporated  under Ohio, as well as
Indiana, law.

         Vectren Utility Holdings, Inc. ("Utility Holdings") is the intermediate
holding  company for Vectren's  utility  interests.  As part of the  acquisition
financing,  Utility  Holdings  borrowed  approximately  $435  million  under its
commercial  paper  program.  From the  proceeds of this  financing,  Indiana Gas
borrowed  $189  million and Vectren of Ohio  borrowed  $246 million from Utility
Holdings.  Indiana Gas also  borrowed  $29 million  under its  commercial  paper
program.  Indiana Gas and Vectren of Ohio each applied these proceeds to pay its
respective  share of the  purchase  price for the gas  utility  assets of Dayton
Power.  On December 28, 2000,  Utility  Holdings issued $150 million in floating
rate notes due  December  27, 2001 and  applied  the net  proceeds to reduce the
balance  outstanding  under its  commercial  paper  program.  These  notes  bear
interest at a floating  annual rate equal to the three month U.S.  dollar  LIBOR
rate plus .75%.  Concurrently with completion of this financing, a floating rate
to fixed  rate swap was  executed  which in effect  resulted  in a fixed rate of
6.64%  on this  debt.  We  anticipate  that the  related  commercial  paper  and
short-term  financings  will be  replaced  over time with  permanent,  long term
financing.

Additional Investment in Utilicom

     On December 21, 2000,  Vectren  invested $8.1 million in Utilicom.  Vectren
has also  committed  to invest up to $100  million  in  Utilicom  in the form of
convertible  subordinated  debt,  subject to obtaining  all required  financing.
Vectren is a current  partner in  Utilicom's  initial  operation in  Evansville,
Indiana,  operating  under the brand  name of  SIGECOM,  a  TOTALink  affiliate.
Utilicom,  operating  under the brand name  TOTALink,  is a provider  of bundled
communications  services,  focusing  on last mile  delivery to  residential  and
commercial  customers  in second and third  tier  markets.  It builds,  owns and
operates  high  capacity  broadband  networks and delivers  cable TV, high speed
internet  service  and  telephone  service  to  customers  in  partnership  with
affiliates of local electric and gas utilities.

         Vectren's  commitment  will  support the plan of Utilicom to raise $600
million of  additional  capital to fund  ventures in  Indianapolis,  Indiana and
Dayton,  Ohio, where Utilicom has recently  received  authorization to build and
operate  networks,  and to recapitalize the SIGECOM  venture.  Utilicom has also
obtained $220 million of capital  commitments  from Blackstone  Capital Partners
III, First Union Capital Partners,  and JP Morgan Capital. These commitments are
also subject to the funding of the entire $600 million of additional capital.

         A launch date of late 2001 is expected  for both the  Indianapolis  and
Dayton  projects.  The  Indianapolis  venture,  TOTALink of Indiana,  LLC,  will
consist of approximately  3,400 miles of broadband network passing 350,000 homes
and  businesses.  The Dayton  venture,  TOTALink  of Ohio LLC,  will  consist of
approximately  1,100  miles of  broadband  network  passing  120,000  homes  and
businesses.

         Vectren   has  a  14%  equity   interest  in  SIGECOM   following   the
recapitalization of Utilicom in January 2000. Upon completion of all new funding
and  later  conversion  of  convertible  debt,  Vectren  would  have up to a 31%
ownership  in  both  the   Indianapolis   and  Dayton  ventures  and  would  own
approximately 8% of Utilicom. With the $8.1 million investment,  Vectren has now
invested $25 million in Utilicom as convertible subordinated debt and $8 million
as equity in SIGECOM Holdings, Inc. Vectren does not expect the Indianapolis and
Dayton investments to have any significant  financial impact on earnings in 2001
or 2002.  Construction in  Indianapolis  and Dayton will be funded over the next
five years.

Acquisition of Miller Pipeline Corporation

         On  December  13,  2000,  Reliant,  a joint  venture  equally  owned by
subsidiaries   of  Cinergy   Corp.   and   Vectren,   purchased   the  stock  of
Indianapolis-based  Miller Pipeline from NiSource Inc. for  approximately  $68.3
million. Miller Pipeline is one of the nation's premier natural gas distribution
contractors with nearly 50 years of experience in the construction industry. The
acquisition  will expand our  utility  services  business by adding  underground
pipeline  construction,  replacement  and  repair  to our  current  services  of
underground  facility  locating,  contract  meter  reading and  installation  of
telecommunications and electric facilities.

Increased Gas Costs and Gas Cost Adjustment Proceedings

         Commodity  prices for natural gas purchases during the winter months of
calendar year 2001 have unexpectedly increased  significantly,  primarily due to
the  expectation  of a colder  winter,  which has led to  increased  demand  and
tighter supplies. Subject to regulatory approval, Vectren's utility subsidiaries
charge their customers the actual cost they pay for the natural gas purchased on
their customers' behalf. As a result,  profit margins on gas sales should not be
impacted.  In 2001, Vectren's utility subsidiaries may experience higher working
capital   requirements,   increased  expenses,   including  interest  costs  and
uncollectibles,  and possibly some level of price sensitive reduction in volumes
sold. To the extent  significantly  increased  prices are  accompanied by colder
than normal weather,  higher volumes may be sold, providing increased margins as
an offset to the unfavorable results mentioned above.

         On October 11, 2000,  Indiana Gas filed for  approval of its  quarterly
gas cost adjustment. In early December, the Indiana Commission issued an interim
order approving the request by Indiana Gas for a gas cost adjustment  factor for
December 2000. On January 4, 2001, the Indiana  Commission  approved the January
and February  2001 gas cost  adjustment as filed.  The order also  addressed the
claim  by the  Office  of  Utility  Consumer  Counselor  that a  portion  of the
requested  gas cost  adjustment be  disallowed  because  Indiana Gas should have
entered into  additional  commitments  for this winter's gas supply in late 1999
and early 2000.  In procuring  gas supply for this winter,  Indiana Gas followed
the practices  that it had employed in the past and which were subject to review
by the  Indiana  Commission.  In  response to the claim by the Office of Utility
Consumer  Counselor,  the  Indiana  Commission  found  that  there  should  be a
one-time,  $3.8 million  disallowance related to gas procurement for this winter
season.  As a result,  Indiana Gas expects to recognize a pre-tax charge of $3.8
million during fiscal year 2000.  Indiana Gas or the Office of Utility  Consumer
Counselor could file appeals to the Indiana  Commission's order through February
4, 2001. To date, no appeals have been filed.

                                 USE OF PROCEEDS

         We  estimate  that we will  receive  net  proceeds  from this  offering
without  exercise of the  underwriters'  over-allotment  option of approximately
$____ million  ($_____  million if the  underwriters'  over-allotment  option is
exercised in full),  after deducting the  underwriting  discount and commissions
and estimated offering expenses payable by us. We intend to use the net proceeds
to repay a portion of the commercial paper of Utility Holdings outstanding as of
December 31, 2000,  which has a weighted average interest rate of 6.8% per annum
as of January  18, 2001 and has  maturities  ranging  from 1 day to 60 days.  We
issued  the  commercial  paper  to  fund  the  acquisition  of the  natural  gas
distribution  assets of Dayton Power, our share of the additional  investment in
Reliant  for  the  purchase  price  for  Miller   Pipeline  and  our  additional
investments  in Haddington  Energy and the integrated  broadband  communications
joint venture with Utilicom.

                   MARKET PRICE OF COMMON STOCK AND DIVIDENDS

         Our shares of common  stock are  traded on the New York Stock  Exchange
under the symbol  "VVC." The high and low sales  prices for our common  stock as
reported on the New York Stock Exchange composite  transactions reporting system
and dividends paid are shown in the following table for the periods indicated.


                               Quarterly Cash               Price Range
                                  Dividends            High              Low
                               --------------          ----              ---
2000:
         Second Quarter           $0.2425            $21.3125          $15.7500
         Third Quarter             0.2425             20.3750           17.5625
         Fourth Quarter            0.2550             26.5000           20.0000

2001:
         First Quarter
              (through January 5)      (1)           $24.1875          $22.0625

-----------------------

(1)      A dividend has not been  declared or paid for the first fiscal  quarter
         of 2001.

         The last  reported sale price of our common stock on the New York Stock
Exchange on January 17, 2001 was $23.000 per share, and, as of January 12, 2001,
there were 14,904 shareholders of record of common stock.

         Additional  dividends  for  fiscal  2001  have  not been  declared  and
dividends  on our shares of common  stock are payable at the  discretion  of our
board of directors out of legally available funds. Future payments of dividends,
and the  amounts of these  dividends,  will depend on our  financial  condition,
results of operations, capital requirements and other factors.

         The  mortgage  indenture  and the  terms of  preferred  stock of SIGECO
contained in its articles of incorporation  could limit the ability of SIGECO to
pay  dividends  to  Vectren.  Under the  applicable  provisions,  SIGECO may pay
dividends on common stock from accumulated  surplus earned subsequent to 1947 to
the extent this surplus  exceeds two times the annual  dividend  requirements on
preferred stock. The amount restricted against cash dividends on common stock at
September 30, 2000 under the  restriction  was $1,926,000  leaving  $249,930,000
unrestricted for the payment of dividends.


<PAGE>

                                 CAPITALIZATION

         The following table sets forth our  capitalization  as of September 30,
2000:

         o    on an actual basis;

         o    on a pro forma basis to reflect the acquisition of the natural gas
              distribution  assets  of  Dayton  Power  for a  purchase  price of
              approximately  $465  million,  the  issuance  by  Indiana  Gas  on
              December 28, 2000 of $70,000,000 in insured  quarterly notes in an
              underwritten public offering, and the issuance by Vectren Capital,
              Corp.  ("Vectren  Capital") on December 21, 2000 of $78,000,000 in
              senior notes in a private placement with institutional  investors;
              and

         o    on an adjusted basis,  which gives effect to the sale of 5,500,000
              shares in this  offering  at a public  offering  price of  $23.00,
              after  deducting the  underwriting  discount and  commissions  and
              estimated  offering expenses payable by us, and application of the
              net  proceeds  of  $120,934,000  to repay  outstanding  commercial
              paper, as if the issuance occurred on September 30, 2000.

You  should  read this  table in  conjunction  with the  consolidated  financial
statements  and related  notes  included or  incorporated  by  reference in this
prospectus.
<TABLE>
<CAPTION>

                                                             As of September 30, 2000
                                                             ------------------------
                                                                  (In thousands)
                                                Actual              Pro Forma               Pro Forma
                                                ------              ---------               As Adjusted (1)
                                                                                            -----------
Short-term debt
<S>                                           <C>                   <C>                      <C>
  Current maturities of long term debt        $     258             $     258                $     258
  Other short-term borrowings                   364,245               680,246                  559,312
                                                -------               -------                  -------
          Total short term-debt                 364,503               680,504                  559,570
                                                -------               -------                  -------


Long-term debt and other obligations            484,074               632,074                  632,074
                                                -------               -------                  -------

Shareholders equity:
  Preferred stock of subsidiary                  16,965                16,965                   16,965
  Common stock (no par value)                   213,742               213,742                  334,676
  480,000 shares authorized;
  61,219 shares issued and outstanding
  Retained earnings                             495,886               495,886                  495,886
  Accumulated other comprehensive income             74                    74                       74
                                                -------               -------                  -------
           Total common
                shareholders' equity            709,702               709,702                  830,636
                                                -------               -------                  -------

Total capitalization                         $1,575,244            $2,039,245               $2,039,245
                                             ==========            ==========               ==========
</TABLE>

(1)     The "As  Adjusted"  column does not include up to 825,000  shares of our
        common  stock   issuable   upon  the   exercise  of  the   underwriters'
        over-allotment option.


<PAGE>


                        SELECTED HISTORICAL AND PRO FORMA
                           CONSOLIDATED FINANCIAL DATA

                    Selected Historical Financial Information

         The following  table  presents  selected  financial data for our fiscal
years 1995,  1996, 1997, 1998 and 1999 and for the 12 months ended September 30,
2000,  and  should  be read  in  conjunction  with  the  consolidated  financial
statements  of  Vectren  incorporated  by  reference  in this  prospectus.  This
information  has been  restated to reflect the pooling of interests  transaction
pursuant to which each of Indiana Energy and SIGCORP merged into Vectren.
<TABLE>
<CAPTION>

                                                                                                           Twelve Months
                                                         Year Ended December 31                            Ended Sept. 30
                                     ------------------------------------------------------------------------------------
                                       1995            1996        1997            1998          1999            2000
                                       ----            ----        ----            ----          ----            ----
                                                  (in thousands, except per share data)                      (unaudited)
Operating Data
<S>                                  <C>             <C>          <C>            <C>          <C>             <C>
Operating revenue                    $805,828      $965,335      $972,081        $997,706     $1,068,417      $1,249,957
Operating income                     $126,650      $159,897      $124,556 (1)    $148,537       $160,772        $117,937 (2)
Net income                            $85,994       $83,657       $67,714 (1)     $86,600        $90,748         $68,091 (2)
Average common shares                  61,567        61,522        61,611          61,578         61,306          61,269
  outstanding
Basic earnings per share on             $1.40         $1.36         $1.10 (1)       $1.41          $1.48           $1.11 (2)
  common stock
Diluted earnings per share              $1.40         $1.36         $1.10           $1.41          $1.48           $1.11
  on common stock
Dividends per share on                  $0.83         $0.85         $0.88           $0.90          $0.94           $0.96
  common stock


                                                           As of December 31,                              As of Sept. 30
                                     ------------------------------------------------------------------------------------
                                       1995            1996        1997            1998          1999           2000
                                       ----            ----        ----            ----          ----           ----
                                                        (in thousands, except per share data)                (unaudited)
Balance Sheet Data
Total assets                       $1,673,310    $1,719,547    $1,758,634      $1,798,840     $1,980,467      $2,072,968
Redeemable preferred stock             $8,424        $8,424        $8,424          $8,308         $8,192          $8,076
Long-term obligations                $460,379      $409,058      $475,490        $388,938       $486,726        $484,074
Common stock equity                  $607,967      $639,067      $653,666        $677,914       $709,757        $709,702
</TABLE>


(1)      During  1997,   the   Indiana   Gas   Board  of   Directors  authorized
management to undertake the actions  necessary and  appropriate  to  restructure
Indiana Gas' operations and recognize a resulting  restructuring charge of $39.5
million  ($24.5  million after tax) which  included  estimated  costs related to
involuntary workforce reductions.
(2)      Merger  costs  incurred  for  twelve   months ended  September 30, 2000
totaled  $31.3  million.  These costs  relate  primarily to  transaction  costs,
severance and other merger  integration  activities.  Vectren expects to realize
net  merger  savings  of nearly  $200  million  over the next ten years from the
elimination  of  duplicate  corporate  and  administrative  programs and greater
efficiencies in operations, business processes and purchasing.
         The continued merger integration  activities,  which will contribute to
the merger  savings,  will be  substantially  complete  by 2001.  As a result of
merger integration  activities,  management has identified  certain  information
systems that are expected to be retired in 2001.  Accordingly,  the useful lives
of these assets have been  shortened to reflect this  decision,  resulting in an
increase in depreciation  expense of  approximately  $6.7 million for the twelve
months ended September 30, 2000.
         In total, such costs incurred for the twelve months ended September 30,
2000 were $38.0 million ($27.6 million after tax) or $.45 per share.

<PAGE>

               Selected Pro Forma Condensed Financial Information

         The accompanying pro forma financial information presents the condensed
unaudited  pro forma  balance  sheet of Vectren as of September 30, 2000 and the
unaudited pro forma  statement of income for the nine months ended September 30,
2000 and for the year ended December 31, 1999.

         On October 31, 2000,  Vectren  completed its acquisition of the natural
gas distribution  assets of Dayton Power for approximately $465 million pursuant
to an Asset Purchase Agreement dated December 14, 1999. Vectren acquired the gas
utility  assets  as a  tenancy  in  common  through  two  separate  wholly-owned
subsidiaries.  Operations  will be conducted  under the name of Vectren of Ohio.
Under the acquisition  structure Indiana Gas, one of Vectren's  operating public
utilities,  holds a 47% undivided  ownership  interest and Vectren of Ohio has a
53% undivided ownership interest.

         The  unaudited  condensed pro forma  balance  sheet  information  as of
September 30, 2000 is presented as if the  acquisition had occurred on September
30, 2000. The unaudited condensed pro forma income statement information for the
nine month period ended  September 30, 2000 and for the year ended  December 31,
1999 are presented as if the acquisition had occurred at January 1, 1999.

         Preparation  of the  pro  forma  financial  information  was  based  on
assumptions deemed appropriate by us. The pro forma information is unaudited and
is not necessarily  indicative of the results which actually would have occurred
if the  transaction  had  been  consummated  at  the  beginning  of  the  period
presented,  nor does it purport to represent the future  financial  position and
results of operations for future periods.  The pro forma  information  should be
read in  conjunction  with the  audited  consolidated  financial  statements  of
Vectren  filed on Form 8-K for the year ended  December 31, 1999,  the unaudited
financial  statements  of  Vectren  filed  on Form  10-Q for the  quarter  ended
September 30, 2000, and the audited financial statements of The Dayton Power and
Light  Company  Natural  Gas  Distribution  Business  and  pro  forma  financial
statements of Vectren filed on Form 8-K on January 16, 2001.

                                         Year Ended           Nine Months Ended
                                      December 31, 1999       September 30, 2000
                                      ----------------------  ------------------
                                         (in thousands, except per share data)

Income Statement Information,
 For Period Ended
     Operating revenue                   $1,287,283               $1,108,471
     Operating income                       182,979                   96,880
     Net income                              87,402                   45,007
     Basic earnings per share
       on common stock                       $ 1.43                    $ .73
     Diluted earnings per share on
       common Stock                          $ 1.42                    $ .73
Balance Sheet Information,
 At Period End
     Cash and Cash Equivalents                                       $17,353
     Total Assets                                                  2,544,830
     Short Term Debt                                                 828,484
     Long Term Debt                                                  484,074
     Preferred Stock                                                  16,965
     Common Stock Equity                                             709,702



         The following pro forma information  reflects the effects of the Dayton
Power acquisition,  as well as the issuance  by Indiana Gas on December 28, 2000
of $70,000,000 in insured  quarterly  notes;  the issuance by Vectren Capital on
December 21, 2000 of $78,000,000 in senior notes,  and the common stock offering
and use of related net proceeds of $120,934,000 to repay outstanding  commercial
paper.  Pro forma net income and  earnings  per share is  presented  as if these
events had occurred as of January 1, 1999. Pro forma short-term debt,  long-term
debt and common  stock equity are  presented  as if these events  occurred as of
September 30, 2000.

         Pro  forma  net  income  for the  year  ended  December  31,  1999  was
$92,552,000  and  for the  nine  month  period  ended  September  30,  2000  was
$48,870,000.  Basic  earnings per share for the year ended December 31, 1999 was
$1.39 and for the nine month period ended  September 30, 2000 was $.73.  Diluted
earnings  per share for the year ended  December  31, 1999 was $1.38 and for the
nine month period ended  September  30, 2000 was $.73. As of September 30, 2000,
short term debt was  $559,312,  long-term  debt was  $632,074  and common  stock
equity was $830,636.

                              DESCRIPTION OF STOCK

General

         The total amount of authorized  capital stock of Vectren is 480,000,000
shares of common stock and 20,000,000  shares of preferred  stock. As of January
11, 2001,  61,387,468  shares of common  stock and no shares of preferred  stock
were issued and  outstanding.  The  following  summary  highlights  the material
provisions of our Articles of Incorporation, our bylaws and the Indiana Business
Corporation Law ("IBCL") relating to our capital stock.

Board of Directors

         Our Articles and bylaws contain provisions that are intended to enhance
the  likelihood of continuity  and stability in the  composition of our board of
directors and which may have the effect of delaying,  deferring, or preventing a
future takeover or change in control of Vectren unless the takeover or change in
control is approved by the board.  The Articles provide for a minimum of one and
a maximum of 16 members of the board,  the actual  number to be specified by the
bylaws,  which  currently  set the number of directors at 16. The Articles  also
provide that the bylaws may provide for classes of directors,  and in accordance
therewith,  there are currently three classes of directors on the board.  Notice
of nominations of persons to the board may be made by our  shareholders and must
be sent to us not less  than 90 nor more than 120 days  before  the  meeting  at
which directors will be elected.

Common Stock

Dividends and Rights upon Liquidation

         The holders of outstanding Vectren common stock are entitled to receive
dividends out of assets legally  available at the time and in the amounts as the
board of  directors  may from time to time  determine.  Our common  stock is not
convertible or  exchangeable  into other  securities,  and the holders of common
stock  have  no  preemptive  or  subscription  rights  to  purchase  any  of our
securities. Upon liquidation,  dissolution or winding up of Vectren, the holders
of our common stock are entitled to receive pro rata the assets of Vectren which
are legally  available  for  distribution,  after payment of all debts and other
liabilities  and subject to the prior rights of any holders of  preferred  stock
then outstanding.

Voting Rights

         Each  outstanding  Vectren  common share is entitled to one vote on all
matters submitted to a vote of our shareholders. Except as otherwise required by
law or our  Articles,  the holders of Vectren  common stock vote together on all
matters  submitted  to a vote of the  shareholders,  including  the  election of
directors. The bylaws provide that the representation,  in person or proxy, of a
majority  of the  stock  outstanding  and  entitled  to  vote  at a  meeting  of
shareholders  constitutes a quorum for conducting business. The Articles provide
that the  following  actions  may be taken  only  with the  affirmative  vote of
holders of 80% of the combined  voting power of the  outstanding  Vectren  stock
entitled to vote:

         o        removal for cause of a director;

         o        amendment  or  repeal  of  the  provision  regarding  director
                  removal for cause; and

         o        certain business  combinations unless the business combination
                  is  approved  by a majority  of  continuing  directors  or the
                  business combination satisfies a fair price test.

A "continuing  director" means any member of the board who is unaffiliated  with
the other party to a business  combination which is the beneficial owner of more
than 10% of the voting power of Vectren  stock and who was a member of the board
prior to the time that such  other  party to a business  combination  became the
beneficial  owner of more than 10% of the voting power of Vectren stock, and any
successor of a continuing director who is unaffiliated with the other party to a
business  combination  and is recommended to succeed a continuing  director by a
majority of continuing directors then on the board.

Advance Notice of Shareholder Business; Special Meetings of Shareholders

         Notice  of  any  business  proposed  by a  Vectren  shareholder  to  be
conducted at any meeting of shareholders must be sent to us not less than 90 nor
more than 120 days before the meeting at which the  business is  conducted.  The
board  or  our  Chief  Executive  Officer  may  call  special  meetings  of  our
shareholders.  Our  shareholders  have no right to call a special meeting of the
shareholders or to amend the bylaws.

         Our shares of common  stock are  traded on the New York Stock  Exchange
under the symbol "VVC." The transfer  agent and  registrar for Vectren's  common
stock is EquiServe Trust Company N.A.

Preferred Stock

         The board may, without further action by our shareholders, from time to
time,  direct the issuance of preferred  stock in series and may, at the time of
issuance,  determine the rights,  preferences  and  limitations  of each series.
Satisfaction  of any dividend  preferences of outstanding  preferred stock would
reduce the amount of funds  available for the payment of dividends on our common
stock.  Holders of  preferred  stock may be  entitled  to  receive a  preference
payment in the event of any  liquidation,  dissolution  or winding-up of Vectren
before any payment is made to the holders of our common  stock.  The issuance of
preferred stock may render more difficult or tend to discourage a merger, tender
offer or proxy  contest,  the assumption of control by a holder of a large block
of our  securities or the removal of incumbent  management.  The board,  without
shareholder  approval,  may issue  preferred  stock with  voting and  conversion
and/or exchange  rights,  which could adversely affect the holders of our common
stock. There are no shares of preferred stock outstanding.

Shareholder Rights Agreement

         The board has adopted a Shareholder Rights Agreement which is generally
designed  to deter  coercive  takeover  tactics  and to  encourage  all  persons
interested in potentially acquiring control of Vectren to treat each shareholder
on a fair and equal basis. Under the Shareholder Rights Agreement, the board has
declared  a  dividend  distribution  of one right for each  outstanding  Vectren
common  share.  A right will attach to each common share  Vectren  issues.  Each
right  entitles the holder to purchase from Vectren one share of common stock at
a price of  $65.00  per share  (subject  to  adjustment  to  prevent  dilution).
Initially, the rights will not be exercisable.  The rights become exercisable 10
days  following a public  announcement  that a person or group of  affiliated or
associated  persons (a  "Vectren  Acquiring  Person")  has  acquired  beneficial
ownership  of 15% or more of the  outstanding  Vectren  common  stock  (or a 10%
acquiror who is determined by the Vectren board to be an adverse person),  or 10
days  following  the  announcement  of an  intention  to make a tender  offer or
exchange  offer the  consummation  of which would  result in any person or group
becoming a Vectren Acquiring Person.  The Vectren  Shareholder  Rights Agreement
expires October 25, 2009.

Indiana Statutes

         The IBCL limits some  transactions  between an Indiana  company and any
person who acquires 10% or more of the  company's  common stock (an  "interested
shareholder").  During the five-year period after the acquisition, an interested
shareholder  cannot enter into a business  combination  with the company unless,
before  the  interested  shareholder  acquired  the common  stock,  the board of
directors of the company  approved the  acquisition  of common stock or approved
the business combination.  After the five-year period, an interested shareholder
can enter into only the following three types of business  combinations with the
company:  (i) a business  combination  approved by the board of directors of the
company  before the  interested  shareholder  acquired the common stock;  (ii) a
business  combination  approved by holders of a majority of the common stock not
owned by the interested  shareholder;  and (iii) a business combination in which
the  shareholders  receive a price for their  common  stock at least  equal to a
formula price based on the highest price per common share paid by the interested
shareholder.

         In  addition,  a person  who makes a tender  offer  for,  or  otherwise
acquires  shares  giving  that  person  more than 20%,  33 1/3%,  and 50% of the
outstanding  voting securities of an Indiana  corporation that is subject to the
"Control Share Acquisitions  Statute" of the IBCL may lose the right to vote the
shares which take the acquiror over these respective levels of ownership. Before
an acquiror  may vote the shares  that take the  acquiror  over these  ownership
thresholds, the acquiror must obtain the approval of a majority of the shares of
each class or series of shares  entitled  to vote  separately  on the  proposal,
excluding  shares held by  officers  of the  corporation,  by  employees  of the
corporation  who are directors  thereof and by the  acquiror.  The Control Share
Acquisitions  Statute also authorizes a corporation to redeem the shares held by
a person that exceed the ownership thresholds in the statute,  provided that the
corporation's  articles or bylaws authorized such a redemption prior to the date
the person  acquires  such  shares.  Our  articles  and bylaws do not  include a
provision  authorizing  such a  redemption.  An  Indiana  corporation  otherwise
subject to the Control Share Acquisitions Statute may elect not to be covered by
the statute by so providing in its articles of incorporation or bylaws.  Because
we have not made such an election in our articles or bylaws, acquisitions of our
shares remain subject to the statute.

                    CERTAIN UNITED STATES TAX CONSIDERATIONS
                          FOR NON-UNITED STATES HOLDERS

         The following is a general  discussion of certain U.S.  federal  income
and estate tax consequences of the ownership and disposition of the common stock
by holders who are not U.S. persons  (non-United States holders) and who acquire
and own the common stock as capital assets within the meaning of Section 1221 of
the Internal  Revenue  Code of 1986,  as amended  (Code).  For this  purpose,  a
"non-United States holder" is any holder that is not a "U.S. person" (as defined
below).  For purposes of this  discussion,  the term "U.S.  person"  means (i) a
citizen or resident of the United States,  (ii) a corporation,  partnership,  or
other entity  created or organized in the United States or under the laws of the
United States or of any political  subdivision  of the United  States,  (iii) an
estate whose income is  includible in gross income for U.S.  federal  income tax
purposes  regardless  of its  source,  or (iv) a trust whose  administration  is
subject to the  primary  supervision  of a U.S.  court and which has one or more
U.S. persons who have the authority to control all substantial  decisions of the
trust.  This discussion does not address all aspects of U.S.  federal income and
estate taxation that may be relevant in light of any non-United  States holder's
particular facts and  circumstances  (such as being a U.S.  expatriate) and does
not address any tax consequences  arising under the laws of any state,  local or
non-U.S. taxing jurisdiction.  Furthermore, the following discussion is based on
current provisions of the Code and administrative and judicial  interpretations,
all as in effect on the date of this prospectus supplement, and all of which are
subject  to change,  possibly  with  retroactive  effect.  Prospective  non-U.S.
investors  are urged to consult their tax advisors  regarding the U.S.  federal,
state, local and non-U.S.  income,  estate, and other tax consequences of owning
and disposing of the common stock.

Dividends

         If we pay a dividend,  the amount payable to a non-United States holder
of common stock whose income with respect to its investment in a common stock is
not effectively connected with the conduct of a U.S. trade or business generally
will be  subject  to U.S.  withholding  tax either at a rate of 30% of the gross
amount of the dividend or such lower rate as may be  specified by an  applicable
tax treaty.  A non-United  States holder who is an individual or corporation (or
an entity  treated as a corporation  for federal  income tax  purposes)  holding
common  stock  on its  own  behalf  will  be  required  to  submit  to the  last
Withholding  Agent, as defined below,  an Internal  Revenue Service ("IRS") Form
W-8BEN or other  permitted  documentation  certifying its  entitlement to treaty
relief from withholding.  A "Withholding Agent" is the United States payor (or a
Non-United States payor who is a qualified intermediary,  U.S. branch of foreign
person,  or withholding  foreign  partnership)  in the chain of payment prior to
payment  to a  Non-U.S.  Holder,  which  itself  is  not  a  Withholding  Agent.
Non-United  States  holders  should  consult their tax advisors on submission of
such documentation.

         Dividends  received by a non-United  States holder that are effectively
connected  with a U.S.  trade or business  conducted by such  non-United  States
holder are exempt from  withholding  tax provided the  non-United  States holder
filed IRS Form W-8ECI.  However,  such effectively  connected dividends,  net of
certain deductions and credits, are taxed at the same graduated rates applicable
to U.S. persons.

         In addition to the graduated tax described above, dividends received by
a corporate non-United States holder that are effectively  connected with a U.S.
trade or business of the corporate  non-United States holder may also be subject
to a branch  profits tax at a rate of 30% or such lower rate as may be specified
by an applicable tax treaty.

Gain on Disposition of Common Stock

         A  non-United  States  holder  generally  will not be  subject  to U.S.
federal  income tax on any gain realized upon the sale or other  disposition  of
common stock unless: (i) such gain is effectively connected with a U.S. trade or
business of the non-United  States holder,  (ii) the non-United States holder is
an  individual  who holds common stock as a capital  asset and who is present in
the United  States for a period or periods  aggregating  183 days or more during
the calendar  year in which such sale or  disposition  occurs and certain  other
conditions  are met, or (iii) we are or have been a "United States real property
holding  corporation"  for  federal  income tax  purposes at any time within the
shorter of the five-year  period  preceding  such  disposition  or such holder's
holding  period.  Although  we believe we are not and are  unlikely  to become a
United States real property holding corporation, we may be one, or we may become
one,  because of our ownership of  substantial  real estate assets in the United
States.  If we were to be  treated  as a United  States  real  property  holding
company, a non-United States holder who holds, directly or indirectly, more than
5% of our common stock will be subject to U.S.  federal  income  taxation on any
gain  realized  from the sale or exchange of such stock,  unless an exemption is
provided under an applicable treaty.

Backup Withholding and Information Reporting

         Generally,  we must report to the IRS the amount of dividends paid, the
name and address of the recipient,  and the amount,  if any, of tax withheld.  A
similar  report  is  sent to the  holder.  Pursuant  to tax  treaties  or  other
agreements,  the IRS may make its reports  available to tax  authorities  in the
recipient's country of residence.

         Backup  withholding  (which is  generally  imposed  at a rate of 31% on
certain  payments  to persons  who fail to furnish  certain  information  to the
payer) will generally not apply to dividends to which the 30% gross  withholding
tax would otherwise  apply,  absent  certification  for entitlement to a reduced
withholding  rate  (unless  the  payer  has  knowledge  that the payee is a U.S.
person).  Dividends paid to a non-United  States holder at an address within the
United  States  may be  subject  to backup  withholding  at a rate of 31% if the
non-United  States holder fails to establish that it is entitled to an exemption
or to provide a correct taxpayer  identification number and other information to
the payer.

         Generally,  the payment of the  proceeds of the  disposition  of common
stock to or  through  the U.S.  office of a broker  is  subject  to  information
reporting and backup  withholding  at a rate of 31% unless the holder  certifies
its non-U.S.  status on IRS Form W-8BEN or similar form or otherwise establishes
an exemption.  A U.S. holder that certifies its U.S. status by providing a valid
IRS Form W-9 will not be subject to backup withholding.

         Backup  withholding is not an additional tax. Rather, the tax liability
of persons  subject to backup  withholding  will be reduced by the amount of tax
withheld.  If  withholding  results in an  overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the IRS.

Estate Tax

         Individual  non-United  States holders who own common stock at the time
of their deaths or made certain lifetime  transfers of interests in common stock
will be  required  to  include  the value of such  common  stock in their  gross
estates for U.S.  federal estate tax purposes,  unless an applicable  estate tax
treaty provides otherwise.

         THE FOREGOING  DISCUSSION IS A SUMMARY OF THE PRINCIPAL  FEDERAL INCOME
AND ESTATE TAX  CONSEQUENCES  OF THE  OWNERSHIP,  SALE OR OTHER  DISPOSITION  OF
COMMON STOCK BY NON-UNITED STATES HOLDERS.  ACCORDINGLY,  INVESTORS ARE URGED TO
CONSULT  THEIR OWN TAX ADVISORS WITH RESPECT TO THE INCOME TAX  CONSEQUENCES  OF
THE OWNERSHIP AND  DISPOSITION OF COMMON STOCK,  INCLUDING THE  APPLICATION  AND
EFFECT OF THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION.


<PAGE>

                                  UNDERWRITING

         We intend to offer the shares of common stock through the  underwriters
named below,  for whom Merrill Lynch,  Pierce,  Fenner & Smith  Incorporated  is
acting as  representative.  Subject to the terms and  conditions  described in a
purchase agreement among us and the underwriters,  we have agreed to sell to the
underwriters,  and the  underwriters  severally have agreed to purchase from us,
the number of shares listed opposite their names below.

                  Underwriter                                   Number of Shares
                  -----------                                   ----------------
     Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated ...............................
     Credit Suisse First Boston Corporation...................
     A.G. Edwards & Sons, Inc.................................
     Edward Jones & Co., L.P..................................
     UBS Warburg LLC..........................................


                  Total ......................................
                                                                  ==========


         The  underwriters  have agreed to purchase all of the shares sold under
the purchase  agreement if any of these shares are purchased.  If an underwriter
defaults,  the purchase agreement provides that the purchase  commitments of the
nondefaulting  underwriters  may be increased or the purchase  agreement  may be
terminated.

         We  have  agreed  to  indemnify  the   underwriters   against   certain
liabilities, including liabilities under the Securities Act, or to contribute to
payments  the  underwriters  may  be  required  to  make  in  respect  of  those
liabilities.

         Merrill  Lynch  will be  facilitating  Internet  distribution  for this
offering  to certain  of its  Internet  subscription  customers.  Merrill  Lynch
intends to allocate a limited number of shares for sale to its online  brokerage
customers.  An electronic  prospectus is available on the Web site maintained by
Merrill Lynch.  Other than the prospectus in electronic  format, the information
on the Merrill  Lynch Web site  relating to this  offering is not a part of this
prospectus.

         The underwriters are offering the shares,  subject to prior sale, when,
as and if issued to and accepted by them,  subject to approval of legal  matters
by their  counsel,  including the validity of the shares,  and other  conditions
contained in the purchase agreement,  such as the receipt by the underwriters of
officer's certificates and legal opinions. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject orders in whole or
in part.

Commissions and Discounts

         The  representative  has  advised  us  that  the  underwriters  propose
initially to offer the shares to the public at the initial public offering price
on the  cover  page of this  prospectus  and to  dealers  at that  price  less a
concession not in excess of $____ per share. The underwriters may allow, and the
dealers  may  reallow,  a  discount  not in  excess  of $___ per  share to other
dealers.   After  the  initial  public  offering,  the  public  offering  price,
concession and discount may be changed.

         The  following  table  shows the public  offering  price,  underwriting
discount and proceeds before  expenses to us. The information  assumes either no
exercise or full exercise by the underwriters of their over-allotment option.

                                       Per Share    Without Option   With Option
                                       ---------    --------------   -----------

   Public Offering Price...............$            $                $
   Underwriting discount...............
   Proceeds, before expenses, to
   Vectren.............................

         The expenses of the offering,  not including the underwriting discount,
are estimated at $_________ and are payable by us.

Over-allotment Option

         We have granted an option to the underwriters to purchase up to 825,000
additional  shares at the public offering price less the underwriting  discount.
The  underwriters  may  exercise  this  option for 30 days from the date of this
prospectus  solely to cover any  over-allotments.  If the underwriters  exercise
this option,  each will be  obligated,  subject to  conditions  contained in the
purchase agreement,  to purchase a number of additional shares  proportionate to
that underwriter's initial amount reflected in the above table.

No Sale of Similar Securities

         We,  our  directors,   our  executive   officers  and  certain  of  our
stockholders  have agreed,  with exceptions,  not to sell or transfer any common
stock for 90 days after the date of this prospectus  without first obtaining the
written  consent  of  the  representative.  Specifically,  we  and  these  other
individuals have agreed not to directly or indirectly

         o        offer, pledge, sell or contract to sell any common stock,

         o        sell any option or contract to purchase any common stock,

         o        purchase any option or contract to sell any common stock,

         o        grant any option,  right or warrant for the sale of any common
                  stock,

         o        lend or otherwise dispose of or transfer any common stock,

         o        request  or  demand  that  we  file a  registration  statement
                  related to the common stock, or

         o        enter  into any swap or other  agreement  that  transfers,  in
                  whole or in part, the economic consequence of ownership of any
                  common stock,  whether any such swap or  transaction  is to be
                  settled by delivery of shares or other securities,  in cash or
                  otherwise.

         This  lockup  provision  applies  to  common  stock  and to  securities
  convertible  into or  exchangeable or exercisable for or repayable with common
  stock.  It also  applies to common  stock owned now or  acquired  later by the
  person executing the agreement or for which the person executing the agreement
  later acquires the power of disposition.

  New York Stock Exchange Listing

         Our shares of common  stock are  traded on the New York Stock  Exchange
under the symbol "VVC."

  Price Stabilization and Short Position

          Until the distribution of the shares offered hereby is completed,  SEC
  rules may limit the underwriters and selling group members from bidding for or
  purchasing  our  common  stock.  However,  the  representative  may  engage in
  transactions  that  stabilize the price of our common  stock,  such as bids or
  purchases that peg, fix or maintain that price.

          If the  underwriters  create a short  position in the common  stock in
  connection  with the offering,  i.e., if they sell more shares than are listed
  on the cover page of this prospectus, the representative may reduce that short
  position by purchasing shares in the open market.  The representative may also
  elect  to  reduce  any  short  position  by  exercising  all  or  part  of the
  over-allotment  option  described  above.  Purchases  of the  common  stock to
  stabilize  its price or to reduce a short  position may cause the price of the
  common stock to be higher than it might be in the absence of such purchases.

          Neither we nor any of the  underwriters  makes any  representation  or
  prediction   as  to  the  direction  or  magnitude  of  any  effect  that  the
  transactions  described  above may have on the price of the common  stock.  In
  addition, neither we nor any of the underwriters makes any representation that
  the   representative   will  engage  in  these   transactions  or  that  these
  transactions, once commenced, will not be discontinued without notice.

  Other Relationships

          Some of the underwriters and their affiliates have engaged in, and may
  in the future engage in, investment  banking and other commercial  dealings in
  the ordinary course of business with us and our affiliates. They have received
  customary fees and commissions for these previous transactions.

                                  LEGAL MATTERS

         The  validity  of the shares of common  stock  offered  hereby  will be
  passed upon for us by Barnes & Thornburg, Indianapolis, Indiana. Certain legal
  matters  will be passed  upon for the  underwriters  by Brown & Wood LLP,  New
  York, New York.

                                     EXPERTS

         The audited consolidated financial statements of Vectren Corporation as
  of  December  31,  1999 and 1998 and for each of the years in the  three  year
  period ended December 31, 1999  incorporated  by reference in this  prospectus
  and  elsewhere  in the  registration  statement  have been  audited  by Arthur
  Andersen LLP,  independent  public  accountants,  as indicated in their report
  with respect  thereto,  and are included herein in reliance upon the authority
  of said firm as experts in accounting and auditing in giving said report.

         The audited  financial  statements of Dayton Power's natural gas retail
  distribution  business  as of  December  31,  1999 and for the year then ended
  incorporated in this prospectus by reference to Vectren  Corporation's Current
  Report on Form 8-K  dated  January  16,  2001  have  been so  incorporated  in
  reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
  given on the authority of said firm as experts in auditing and accounting.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
  other  information  with the  Securities  and  Exchange  Commission  under the
  Securities Exchange Act of 1934, as amended.  Our filings are available on the
  SEC's  web  site at  http://www.sec.gov.  You may  also  read  and  copy  this
  information at the following locations of the SEC:

   Public Reference Room      7 World Trade Center       Citicorp Center
   450 Fifth Street, N.W.     Suite 1300                 500 West Madison Street
   Washington, D.C. 20549     New York, New York 10048   Suite 1400
                                                         Chicago, Illinois 60661

You can obtain copies of this information by mail from the Public Reference Room
of the SEC, 450 Fifth  Street,  N.W.,  Room 10024,  Washington  D.C.  20549,  at
prescribed  rates.  You may obtain  information  on the  operation of the Public
Reference  Room by  calling  the SEC at (800)  SEC-0330.  Our  filings  are also
available at the offices of the New York Stock Exchange,  Inc., 20 Broad Street,
New York, New York 10005.

         Our common  stock is listed on the New York Stock  Exchange and you can
inspect reports,  proxy statements and other information about us at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005

         We have filed with the SEC a  registration  statement  on Form S-3 that
registers the securities we are offering. The registration statement,  including
the attached exhibits and schedules,  contains additional  relevant  information
about us and the securities offered.  The rules and regulations of the SEC allow
us to omit certain information included in the registration  statement from this
prospectus.

         The SEC allows us to "incorporate by reference"  information  into this
prospectus.  This means that we can  disclose  important  information  to you by
referring you to another document filed separately with the SEC. The information
incorporated  by reference is considered to be part of this  prospectus,  except
for any  information  that is  superseded  by  information  that is contained or
otherwise incorporated by reference in this prospectus.

         This prospectus  includes by reference the documents  listed below that
we have previously  filed with the SEC and that are not included in or delivered
with this  document and any future  filings we make with the SEC under  Sections
13(a),  13(c),  14, or 15(d) of the Securities  Exchange Act of 1934 (i) between
the date of this  preliminary  prospectus and prior to the  effectiveness of the
registration  statement  that  registers the securities we are offering and (ii)
until  the  termination  of the  offering  being  made by this  prospectus.  Our
Commission File No. is 1-15467.

         o        Annual  Report on Form 10-K for the year  ended  December  31,
                  1999;

         o        Quarterly  Report on Form 10-Q for the quarter ended March 31,
                  2000;

         o        Quarterly  Report on Form 10-Q for the quarter  ended June 30,
                  2000;

         o        Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 2000;

         o        Amendment  to  Quarterly  Report on Form 10-Q for the  quarter
                  ended September 30, 2000;

         o        Current Report on Form 8-K filed on March 24, 2000;

         o        Current Report on Form 8-K filed on April 14, 2000;

         o        Current  Reports  on Form 8-K  filed on April  27,  2000  (two
                  filings);

         o        Current Report on Form 8-K filed on May 31, 2000;

         o        Current Report on Form 8-K filed on July 11, 2000;

         o        Current Report on Form 8-K filed on July 28, 2000;

         o        Current Report on Form 8-K filed on November 15, 2000;

         o        Current Report on Form 8-K filed on December 15, 2000;

         o        Current Report on Form 8-K filed on December 22, 2000;

         o        Current Report on Form 8-K filed on December 27, 2000;

         o        Current  Reports  on Form 8-K  filed on  January  5, 2001 (two
                  filings);

         o       Current Report on Form 8-K filed on January 16, 2001; and

         o       The   description   of  our  common  stock   contained  in  our
                 registration statement on Form 8-A filed on November 16, 1999.

         o       The description of our common stock purchase  rights  contained
                 in our registration statement on Form 8-A filed on November 16,
                 1999.

         You can obtain any of the documents  incorporated  by reference in this
document  from us without  charge,  excluding  any  exhibits to those  documents
unless the exhibit is  specifically  incorporated  by reference as an exhibit to
this  prospectus.  You can obtain  documents  incorporated  by reference in this
prospectus  by  requesting  them  in  writing  or by  telephone  from  us at the
following address:

                               Investor Relations
                               Vectren Corporation
                              20 N.W. Fourth Street
                            Evansville, Indiana 47741
                                 (812) 491-4000


<PAGE>



                               [INSIDE BACK COVER]


<PAGE>

                                5,500,000 Shares

                               VECTREN CORPORATION

                                     [LOGO]

                                  Common Stock
                       (and Common Stock Purchase Rights)

                             ----------------------

                                   PROSPECTUS

                             ----------------------






                               MERRILL LYNCH & CO.

                           CREDIT SUISSE FIRST BOSTON

                            A.G. EDWARDS & SONS, INC.

                            EDWARD JONES & CO., L.P.

                                 UBS WARBURG LLC

                              ______________, 2001


<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

         The aggregate estimated expenses, other than underwriting discounts and
commissions,  in  connection  with the  offering  pursuant to this  registration
statement are currently anticipated to be as follows (all amounts except for the
Securities and Exchange Commission filing fee are estimated):

         Registration Fee
         New York Stock Exchange Filing Fee
         NASD Filing Fee
         Printing and Engraving Expenses
         Legal Fees and Expenses
         Accounting Fees and Expenses
         Miscellaneous                                                 ________

         Total                                                         $
                                                                       ========

* to be provided by amendment

Item 15. Indemnification of Directors and Officers.

         The Vectren  Articles and the Vectren  bylaws provide that Vectren will
indemnify any individual  who is or was a director or officer of Vectren,  or is
or was  serving at the  request of Vectren as a  director,  officer,  partner or
trustee of another foreign or domestic corporation,  partnership, joint venture,
trust,  employee  benefit  plan or other  enterprise  whether or not for profit,
against liability and expenses, including attorneys fees, incurred by him in any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative, and whether formal or informal, in which he is made or threatened
to be made a party by reason of being or having  been in any such  capacity,  or
arising out of his status as such,  except (i) in the case of any action,  suit,
or  proceeding  terminated by judgment,  order,  or  conviction,  in relation to
matters as to which he is  adjudged  to have  breached  or failed to perform the
duties of his office and the  breach or failure to perform  constituted  willful
misconduct  or  recklessness;  and (ii) in any other  situation,  in relation to
matters as to which it is found by a majority  of a  committee  composed  of all
directors  not involved in the matter in  controversy  (whether or not a quorum)
that the person  breached  or failed to perform the duties of his office and the
breach or failure to perform  constituted  willful  misconduct or  recklessness.
Vectren may pay for or reimburse  reasonable  expenses incurred by a director or
officer in defending  any action,  suit,  or  proceeding in advance of the final
disposition  thereof upon receipt of (i) a written affirmation of the director's
or  officer's  good faith  belief  that such  director  or  officer  has met the
standard of conduct  prescribed by Indiana law; and (ii) an  undertaking  of the
director  or  officer to repay the  amount  paid by Vectren if it is  ultimately
determined  that the director or officer is not entitled to  indemnification  by
Vectren.

         The  Vectren   Articles  and  the  Vectren   bylaws  provide  that  the
indemnification rights described above are in addition any other indemnification
rights a person may have by law. The  employment  agreements  with its executive
officers will require Vectren to indemnify the executive  officers in accordance
with  its  indemnification  policies  for  its  senior  executives,  subject  to
applicable law.

         Section   23-1-37  et  seq.  of  the  IBCL   provides  for   "mandatory
indemnification,"  unless  limited by the  articles,  by a  corporation  against
reasonable  expenses  incurred by a director  who is wholly  successful,  on the
merits or otherwise,  in the defense of any proceeding to which the director was
a party by  reason  of the  director  being or  having  been a  director  of the
corporation.  Section  23-1-37-10 of the IBCL states that a corporation  may, in
advance of the final disposition of a proceeding,  reimburse reasonable expenses
incurred by a director who is a party to a proceeding if the director  furnishes
the corporation  with a written  affirmation of the director's good faith belief
that the director acted in good faith and  reasonably  believed the actions were
in the  best  interest  of the  corporation  (or if the  actions  are  not in an
official  capacity,  the actions  were not opposed to the best  interests of the
corporation)  if the  proceeding  is a civil  proceeding.  If the  proceeding is
criminal,  the director must furnish a written affirmation that the director had
reasonable  cause to believe he or she was acting  lawfully  or the  director or
officer  had no reason to believe the action was  unlawful.  The  director  must
undertake to repay the advance if it is ultimately determined that such director
did not meet the standard of conduct  required by the IBCL.  In addition,  those
making the decision to reimburse the director must determine that the facts then
known would not preclude indemnification under the IBCL.

         The IBCL  permits  a  corporation  to grant  indemnification  rights in
addition to those provided by statute,  limited only by the fiduciary  duties of
the directors  approving the indemnification and public policies of the State of
Indiana.

Item 16. Exhibits.

Number   Description
------   -----------

1.1      Form of Purchase Agreement
2.1      Agreement  and Plan of Merger  dated as of June 11, 1999 among  Indiana
         Energy,  Inc.,  SIGCORP,  Inc.  and Vectren  Corporation  (the  "Merger
         Agreement")  (Incorporated  by reference  to Exhibit 2 to  Registrant's
         Form S-4 (Registration No. 333-90763) filed on November 12, 1999)
2.2      Amendment  No.  1 to the  Merger  Agreement  dated  December  14,  1999
         (Incorporated  by  reference  to  Exhibit 2 to Indiana  Energy,  Inc.'s
         (Commission  File No.  1-09091)  Current  Report  on Form 8-K  filed on
         December 16, 1999)
2.3      Asset  Purchase  Agreement  dated  December  14, 1999  between  Indiana
         Energy,  Inc. and The Dayton  Power and Light  Company and Number -3CHK
         with a commitment  letter for a 364-Day Credit  Facility dated December
         16, 1999  (Incorporated  by  reference to Exhibit 2 and 99.1 of Indiana
         Energy, Inc.'s Current Report on Form 8-K dated December 28, 1999.)
4.1      Amended and Restated  Articles of Incorporation of Vectren  Corporation
         effective March 31, 2000  (Incorporated  by reference to Exhibit 4.1 to
         the Current Report on Form 8-K of Registrant filed on April 14, 2000)
4.2      Code of By-Laws of Vectren Corporation
4.3      Shareholders  Rights  Agreement  dated as of October 21,  1999  between
         Vectren Corporation and Equiserve Trust Company,  N.A., as Rights Agent
         (Incorporated  by  reference  to  Exhibit  4 to  Registrant's  Form S-4
         (Registration No. 333-90763) filed on November 12, 1999)
5.1      Opinion of Barnes and Thornburg
23.1     Consent of Arthur Andersen LLP
23.2     Consent of PricewaterhouseCoopers LLP
23.3     Consent of Barnes and Thornburg (included in Exhibit 5.1)
24.1     Power of Attorney
<PAGE>

Item 17.  Undertakings.

        The undersigned hereby undertakes:

                  (1) That, for purposes of determining  any liability under the
        Securities Act of 1933,  each filing of the  registrant's  annual report
        pursuant to Section  13(a) or Section 15(d) of the  Securities  Exchange
        Act of 1934 (and, where  applicable,  each filing of an employee benefit
        plan's  annual  report  pursuant  to  Section  15(d)  of the  Securities
        Exchange  Act  of  1934)  that  is  incorporated  by  reference  in  the
        registration  statement  shall  be  deemed  to  be  a  new  registration
        statement relating to the securities  offered therein,  and the offering
        of such  securities  at that time shall be deemed to be the initial bona
        fide offering thereof.

                  (2) Insofar as indemnification  for liabilities  arising under
        the Securities  Act of 1933 may be permitted to directors,  officers and
        controlling   persons  of  the  Registrant  pursuant  to  the  foregoing
        provisions,  or otherwise,  the  Registrant has been advised that in the
        opinion of the Securities and Exchange  Commission such  indemnification
        is against  public policy as expressed in the Securities Act of 1933 and
        is,   therefore,   unenforceable.   In  the  event   that  a  claim  for
        indemnification against such liabilities,  other than the payment by the
        Registrant  of  expenses  incurred  or paid by a  director,  officer  or
        controlling  person of the Registrant in the  successful  defense of any
        action,  suit or proceeding,  is asserted by such  director,  officer or
        controlling  person in connection with the securities being  registered,
        the Registrant will, unless in the opinion of its counsel the matter has
        been settled by controlling precedent,  submit to a court of appropriate
        jurisdiction  the  question  whether such  indemnification  by itself is
        against  public  policy as expressed in the  Securities  Act of 1933 and
        will be governed by the final adjudication of such issue.

                  (3) That, for purposes of determining  any liability under the
        Securities  Act of  1933,  the  information  omitted  from  the  form of
        prospectus filed as part of this registration statement in reliance upon
        Rule 430A and contained in a form of prospectus  filed by the registrant
        pursuant to Rule  424(b)(1)  or (4) or 497(h) under the  Securities  Act
        shall be deemed to be part of this registration statement as of the time
        it was declared effective.

                  (4) That, for the purpose of determining  any liability  under
        the Securities Act of 1933, each post-effective  amendment that contains
        a form of prospectus shall be deemed to be a new registration  statement
        relating to the  securities  offered  therein,  and the offering of such
        securities  at that time  shall be deemed  to be the  initial  bona fide
        offering thereof.


<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Evansville, State of Indiana, on January 18, 2001.

                             VECTREN CORPORATION


                             By:      /s/ Ronald E. Christian
                                      ------------------------------------------
                                      Ronald E. Christian, Senior Vice
                                        President, Secretary and General Counsel

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                             Title                     Date
    ---------                             -----                     ----

(1)  Principal Executive Officer

/s/ Niel C. Ellerbrook
------------------------------------  Chairman and Chief        January 18, 2001
Niel C. Ellerbrook                    Executive Officer


(2)  Principal Financial Officer

/s/ Jerome A. Benkert
------------------------------------  Executive Vice President  January 18, 2001
Jerome A. Benkert                     and Chief Financial
                                      Officer

(3)  Principal Accounting Officer

/s/ M. Susan Hardwick
------------------------------------  Vice President and        January 18, 2001
M. Susan Hardwick                     Controller


<PAGE>



(4)  A Majority of the Board of Directors

/s/ John M. Dunn                               Director
--------------------------------------
John M. Dunn

/s/ Niel C. Ellerbrook                         Director
--------------------------------------
Niel C. Ellerbrook

/s/ John D. Engelbrecht                        Director
--------------------------------------
John D. Engelbrecht

/s/ Lawrence A. Ferger                         Director
--------------------------------------
Lawrence A. Ferger

/s/ Anton H. George                            Director
--------------------------------------
Anton H. George

/s/ Andrew E. Goebel                           Director         January 18, 2001
--------------------------------------
Andrew E. Goebel

/s/ Robert L. Koch II                          Director
--------------------------------------
Robert L. Koch II

/s/ William G. Mays                            Director
--------------------------------------
William G. Mays

/s/ J. Timothy McGinley                        Director
--------------------------------------
J. Timothy McGinley

/s/ Donald A. Rausch                           Director
--------------------------------------
Donald A. Rausch

/s/ Richard P. Rechter                         Director
--------------------------------------
Richard P. Rechter

/s/ Ronald G. Reherman                         Director
--------------------------------------
Ronald G. Reherman

/s/ James C. Shook                             Director
--------------------------------------
James C. Shook

/s/ Richard W. Shymanski                       Director
--------------------------------------
Richard W. Shymanski

/s/ James S. Vinson                            Director
--------------------------------------
James S. Vinson

/s/ Jean L. Wojtowicz                          Director
--------------------------------------
Jean L. Wojtowicz


<PAGE>


                                  EXHIBIT INDEX

         Number   Description
         ------   -----------
         1.1      Form of Purchase Agreement
         2.1      Agreement  and Plan of Merger  dated as of June 11, 1999 among
                  Indiana Energy,  Inc.,  SIGCORP,  Inc. and Vectren Corporation
                  (the "Merger Agreement") (Incorporated by reference to Exhibit
                  2 to Registrant's  Form S-4 (Registration No. 333-90763) filed
                  on November 12, 1999)
         2.2      Amendment  No. 1 to the Merger  Agreement  dated  December 14,
                  1999  (Incorporated  by  reference  to  Exhibit  2 to  Indiana
                  Energy, Inc.'s (Commission File No. 1-09091) Current Report on
                  Form 8-K filed on December 16, 1999)
         2.3      Asset  Purchase  Agreement  dated  December  14, 1999  between
                  Indiana  Energy,  Inc. and The Dayton Power and Light  Company
                  and Number -3CHK with a commitment letter for a 364-Day Credit
                  Facility dated December 16, 1999 (Incorporated by reference to
                  Exhibit 2 and 99.1 of Indiana Energy, Inc.'s Current Report on
                  Form 8-K dated December 28, 1999.)
         4.1      Amended  and  Restated  Articles of  Incorporation  of Vectren
                  Corporation   effective  March  31,  2000   (Incorporated   by
                  reference to Exhibit 4.1 to the Current  Report on Form 8-K of
                  Registrant filed on April 14, 2000)
         4.2      Code of By-Laws of Vectren Corporation
         4.3      Shareholders  Rights  Agreement  dated as of October  21, 1999
                  between Vectren Corporation and Equiserve Trust Company, N.A.,
                  as Rights  Agent  (Incorporated  by  reference to Exhibit 4 to
                  Registrant's  Form S-4  (Registration  No. 333-90763) filed on
                  November 12, 1999)
         5.1      Opinion of Barnes and Thornburg
         23.1     Consent of Arthur Andersen LLP
         23.2     Consent of PricewaterhouseCoopers LLP
         23.3     Consent of Barnes and Thornburg (included in Exhibit 5.1)
         24.1     Power of Attorney





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