Registration No:
================================================================================
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               VECTREN CORPORATION

             (Exact name of registrant as specified in its charter)

          INDIANA                                            35-208-6905
 (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

            20 N.W. Fourth Street
           Evansville, Indiana                                  47741
  (Address of Principal Executive Offices)                    (Zip Code)

                   VECTREN CORPORATION RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

            Niel C. Ellerbrook, President and Chief Executive Officer
                               Vectren Corporation
                20 N.W. Fourth Street, Evansville, Indiana 47741
                     (Name and address of agent for service)

                                 (812) 465-5300
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      Proposed     Proposed
                                      maximum      maximum
                                      offering     aggregate       Amount of
Type of securities    Amount to be    price per    offering        registration
to be registered      registered      unit (1)     price (1)       fee
--------------------------------------------------------------------------------
Common Stock,         1,000,000       $19.50       $19,500,000     $5,148.00
without par value     shares (2)(3)

Common Share          1,000,000           (4)            (4)              (4)
Purchase Rights
================================================================================

(1)  Estimated  solely for the purpose of calculating the  registration  fee and
     based on the  average of the high and low sales  prices per share of common
     stock of Indiana Energy, Inc. as reported on the New York Stock Exchange on
     March 27,  2000,  multiplied  by the  exchange  ratio of 1 share of Vectren
     Corporation  to be issued  for each share of Indiana  Energy,  Inc.  common
     stock in the merger of Indiana Energy, Inc. and SIGCORP,  Inc. into Vectren
     Corporation pursuant to Rule 457(c) and (f).

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(3)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.

(4)  Any value  attributable to the Common Share Purchase Rights is reflected in
     the value of the Common Stock.


<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE

                            SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to participants in the Vectren  Corporation  Retirement  Savings Plan,  formerly
known as the Indiana  Energy,  Inc.  Retirement  Savings Plan (the  "Plan"),  as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement pursuant to Item 3 of part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by Indiana  Energy,  Inc.  ("Indiana  Energy"),
SIGCORP,  Inc.  ("SIGCORP"),  Vectren Corporation (the "Company or "Vectren") or
the Plan pursuant to the Securities  Exchange Act of 1934 (the  "Exchange  Act")
are incorporated by reference in this Registration Statement.
<TABLE>
<CAPTION>


      Indiana Energy SEC Filings (File No. 1-09091)                                 Period
=========================================================== ========================================================
<S>                                                         <C>
Annual Report on Form 10-K                                  Year ended September 30, 1999
Annual Report on Form 10-K/A                                Filed January 7, 2000, amending 10-K for the year
                                                            ended December 31, 1999
Quarterly Report on Form 10-Q                               Quarter ended December 31, 1999
Current Reports on Form 8-K                                 Filed on October 29, November 22, December 15,
                                                            December 16, December 17, December 28 1999 and January
                                                            27, 2000
Joint Proxy Statement/Prospectus included in Form S-4       Filed November 12, 1999 and amended by Amendment No. 1
Registration Statement of Vectren Corporation               to Form S-4 Registration Statement filed on November
(Registration No. 333-90763)                                15, 1999
Annual Report on Form 11-K of Indiana Energy, Inc.          Filed June 30, 1999
Retirement Savings Plan for the year ended December 31,
1998.

          SIGCORP SEC Filings (File No. 1-11603)                                    Period
=========================================================== ========================================================
Annual Report on Form 10-K                                  Year ended December 31, 1999
Current Reports on Form 8-K                                 Filed on February 11, 2000, and February 28, 2000
Joint Proxy Statement/Prospectus included in Form S-4       Filed November 12, 1999 and amended by Amendment No. 1
Registration Statement of Vectren Corporation               to Form S-4 Registration Statement filed on November
(Registration No. 333-90763)                                15, 1999


          Vectren SEC Filings (File No. 1-15467)                                    Period
=========================================================== ========================================================
Annual Report of Form 10-K                                  Year ended December 31, 1999
Current Report on Form 8-K                                  Filed on March 24, 2000
Form S-4 Registration Statement (Registration No.           Filed November 12, 1999 and amended by Amendment No. 1
333-90763) (including Joint Proxy Statement/ Prospectus)    to Form S-4 Registration Statement filed on November
                                                            15, 1999
</TABLE>


         All reports and other  documents  subsequently  filed by Vectren or the
Plan pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, as of the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Vectren's  Articles  and  Vectren's  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  to  any  other
indemnification rights a person may have by law or by contract.  Vectren expects
that 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  Indiana  Business  Corporation  Law
("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
proceedings 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 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.  A  determination  must also be made
that the facts then known to those making the  determination  would not preclude
indemnification.  The  director  will  repay  the  advance  if it is  ultimately
determined  that such director did not meet the standard of conduct  required by
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.

         Vectren maintains  directors' and officers' liability insurance with an
annual aggregate limit of $35,000,000 for the current policy period,  subject to
a $200,000  deductible  at the  corporate  level,  for each  wrongful  act where
corporate  reimbursement  is available to any director or officer.  Vectren also
maintains  excess coverage with an aggregate  annual limit of $90,000,000.  When
corporate reimbursement is not available as prescribed by applicable common law,
statutory law or Vectren's governing  documents,  the insurer will reimburse the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.




<PAGE>



Item 8.  Exhibits.

                                  EXHIBIT INDEX

       Exhibit Number                                            Description

        4-A    Articles of Incorporation of Vectren Corporation (incorporated by
               reference to Exhibit 3(a) to Vectren's Form S-4 (Registration No.
               333-90763) filed on November 12, 1999)

        4-B    Bylaws of  Vectren  Corporation  (incorporated  by  reference  to
               Exhibit  3(b)  to  Registrant's   Form  S-4   (Registration   No.
               333-90763) filed on November 12, 1999)

        4-C    Shareholder Rights Agreement dated as of October 21, 1999 between
               Vectren  Corporation and EquiServ 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      Opinion of Barnes & Thornburg **

        23-A   Consent of Arthur Andersen LLP (re: Indiana Energy, Inc.)

        23-B   Consent of Arthur Andersen LLP (re: SIGCORP, Inc.)

        23-C   Consent of Arthur Andersen LLP (re: Vectren Corporation)

        23-D   Consent of Barnes & Thornburg (in Exhibit 5)

**       The Registrant  undertakes that Registrant has submitted or will submit
         the Plan and all  amendments  thereto to the Internal  Revenue  Service
         ("IRS") in a timely manner and has made all changes required by the IRS
         in order to qualify the Plan.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date  hereof (or the most  recent  post-effective
         amendment hereof) which, individually or in the aggregate,  represent a
         fundamental  change in the information  set forth in this  registration
         statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information  in  this
         registration statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment 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.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes 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 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.

         (c)  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 Act 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 it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<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-8 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 March 30, 2000.

                                            VECTREN CORPORATION


                                            By:  /s/ Niel C. Ellerbrook
                                                 ----------------------
                                                 Niel C. Ellerbrook, President
                                                 and Chief Executive Officer

         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 date indicated.

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

1.  Principal Executive Officer,
    Principal Financial and
    Accounting Officer:


/s/ Niel C. Ellerbrook        President and Chief Executive       March 30, 2000
----------------------------- Officer, Chief Financial Officer
Niel C. Ellerbrook            and Director

/s/ Andrew E. Goebel          Vice President, Chief Operating     March 30, 2000
--------------------          Officer and Director
Andrew E. Goebel



<PAGE>




         VECTREN   CORPORATION   RETIREMENT   SAVINGS  PLAN.   Pursuant  to  the
requirements  of the  Securities  Act of 1933,  the Plan  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 March 30, 2000.

                                VECTREN CORPORATION
                                RETIREMENT SAVINGS PLAN

                                By: Vectren Corporation, the Plan Administrator

                                    By:  /s/ Niel C. Ellerbrook
                                         ----------------------------------
                                         Niel C. Ellerbrook, President
                                         and Chief Executive Officer
[{"type": "S-8", "sequence": "1", "description": "VECTREN CORPORATION RETIREMENT SAVINGS PLAN", "secsgml_size_bytes": 20875}]
{"company-data": {"conformed-name": "VECTREN CORP", "cik": "0001096385", "assigned-sic": "4932", "irs-number": "352086905", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33684", "film-number": "590451"}, "business-address": {"street1": "20 NW FOURTH ST", "city": "EVANSVILLE", "state": "IN", "zip": "47741", "phone": "3179263351"}, "mail-address": {"street1": "20 NW FOURTH ST", "city": "EVANSVILLE", "state": "IN", "zip": "47741"}}
Registration No:
================================================================================
                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               VECTREN CORPORATION

             (Exact name of registrant as specified in its charter)

          INDIANA                                            35-208-6905
 (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

            20 N.W. Fourth Street
           Evansville, Indiana                                  47741
  (Address of Principal Executive Offices)                    (Zip Code)

                   VECTREN CORPORATION RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

            Niel C. Ellerbrook, President and Chief Executive Officer
                               Vectren Corporation
                20 N.W. Fourth Street, Evansville, Indiana 47741
                     (Name and address of agent for service)

                                 (812) 465-5300
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      Proposed     Proposed
                                      maximum      maximum
                                      offering     aggregate       Amount of
Type of securities    Amount to be    price per    offering        registration
to be registered      registered      unit (1)     price (1)       fee
--------------------------------------------------------------------------------
Common Stock,         1,000,000       $19.50       $19,500,000     $5,148.00
without par value     shares (2)(3)

Common Share          1,000,000           (4)            (4)              (4)
Purchase Rights
================================================================================

(1)  Estimated  solely for the purpose of calculating the  registration  fee and
     based on the  average of the high and low sales  prices per share of common
     stock of Indiana Energy, Inc. as reported on the New York Stock Exchange on
     March 27,  2000,  multiplied  by the  exchange  ratio of 1 share of Vectren
     Corporation  to be issued  for each share of Indiana  Energy,  Inc.  common
     stock in the merger of Indiana Energy, Inc. and SIGCORP,  Inc. into Vectren
     Corporation pursuant to Rule 457(c) and (f).

(2)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(3)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.

(4)  Any value  attributable to the Common Share Purchase Rights is reflected in
     the value of the Common Stock.
PART I

                           INFORMATION REQUIRED IN THE

                            SECTION 10(A) PROSPECTUS

         The document(s) containing information specified by part I of this Form
S-8 Registration Statement (the "Registration  Statement") will be sent or given
to participants in the Vectren  Corporation  Retirement  Savings Plan,  formerly
known as the Indiana  Energy,  Inc.  Retirement  Savings Plan (the  "Plan"),  as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement pursuant to Item 3 of part II hereof), a prospectus that
meets the requirements of Section 10(a) of the 1933 Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by Indiana  Energy,  Inc.  ("Indiana  Energy"),
SIGCORP,  Inc.  ("SIGCORP"),  Vectren Corporation (the "Company or "Vectren") or
the Plan pursuant to the Securities  Exchange Act of 1934 (the  "Exchange  Act")
are incorporated by reference in this Registration Statement.
Indiana Energy SEC Filings (File No. 1-09091)                                 Period
=========================================================== ========================================================
Annual Report on Form 10-K                                  Year ended September 30, 1999
Annual Report on Form 10-K/A                                Filed January 7, 2000, amending 10-K for the year
                                                            ended December 31, 1999
Quarterly Report on Form 10-Q                               Quarter ended December 31, 1999
Current Reports on Form 8-K                                 Filed on October 29, November 22, December 15,
                                                            December 16, December 17, December 28 1999 and January
                                                            27, 2000
Joint Proxy Statement/Prospectus included in Form S-4       Filed November 12, 1999 and amended by Amendment No. 1
Registration Statement of Vectren Corporation               to Form S-4 Registration Statement filed on November
(Registration No. 333-90763)                                15, 1999
Annual Report on Form 11-K of Indiana Energy, Inc.          Filed June 30, 1999
Retirement Savings Plan for the year ended December 31,
1998.

          SIGCORP SEC Filings (File No. 1-11603)                                    Period
=========================================================== ========================================================
Annual Report on Form 10-K                                  Year ended December 31, 1999
Current Reports on Form 8-K                                 Filed on February 11, 2000, and February 28, 2000
Joint Proxy Statement/Prospectus included in Form S-4       Filed November 12, 1999 and amended by Amendment No. 1
Registration Statement of Vectren Corporation               to Form S-4 Registration Statement filed on November
(Registration No. 333-90763)                                15, 1999

          Vectren SEC Filings (File No. 1-15467)                                    Period
=========================================================== ========================================================
Annual Report of Form 10-K                                  Year ended December 31, 1999
Current Report on Form 8-K                                  Filed on March 24, 2000
Form S-4 Registration Statement (Registration No.           Filed November 12, 1999 and amended by Amendment No. 1
333-90763) (including Joint Proxy Statement/ Prospectus)    to Form S-4 Registration Statement filed on November
                                                            15, 1999
All reports and other  documents  subsequently  filed by Vectren or the
Plan pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, as of the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Vectren's  Articles  and  Vectren's  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  to  any  other
indemnification rights a person may have by law or by contract.  Vectren expects
that 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  Indiana  Business  Corporation  Law
("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
proceedings 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 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.  A  determination  must also be made
that the facts then known to those making the  determination  would not preclude
indemnification.  The  director  will  repay  the  advance  if it is  ultimately
determined  that such director did not meet the standard of conduct  required by
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.

         Vectren maintains  directors' and officers' liability insurance with an
annual aggregate limit of $35,000,000 for the current policy period,  subject to
a $200,000  deductible  at the  corporate  level,  for each  wrongful  act where
corporate  reimbursement  is available to any director or officer.  Vectren also
maintains  excess coverage with an aggregate  annual limit of $90,000,000.  When
corporate reimbursement is not available as prescribed by applicable common law,
statutory law or Vectren's governing  documents,  the insurer will reimburse the
directors and officers with no  deductible  with respect to losses  sustained by
them for specified wrongful acts while acting in their capacities,  individually
or collectively, as such directors or officers.

Item 7.  Exemption from Registration Claimed.

         Not applicable.
Item 8.  Exhibits.

                                  EXHIBIT INDEX

       Exhibit Number                                            Description

        4-A    Articles of Incorporation of Vectren Corporation (incorporated by
               reference to Exhibit 3(a) to Vectren's Form S-4 (Registration No.
               333-90763) filed on November 12, 1999)

        4-B    Bylaws of  Vectren  Corporation  (incorporated  by  reference  to
               Exhibit  3(b)  to  Registrant's   Form  S-4   (Registration   No.
               333-90763) filed on November 12, 1999)

        4-C    Shareholder Rights Agreement dated as of October 21, 1999 between
               Vectren  Corporation and EquiServ 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      Opinion of Barnes & Thornburg **

        23-A   Consent of Arthur Andersen LLP (re: Indiana Energy, Inc.)

        23-B   Consent of Arthur Andersen LLP (re: SIGCORP, Inc.)

        23-C   Consent of Arthur Andersen LLP (re: Vectren Corporation)

        23-D   Consent of Barnes & Thornburg (in Exhibit 5)

**       The Registrant  undertakes that Registrant has submitted or will submit
         the Plan and all  amendments  thereto to the Internal  Revenue  Service
         ("IRS") in a timely manner and has made all changes required by the IRS
         in order to qualify the Plan.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus  required by section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date  hereof (or the most  recent  post-effective
         amendment hereof) which, individually or in the aggregate,  represent a
         fundamental  change in the information  set forth in this  registration
         statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information  in  this
         registration statement;

provided,  however,  that the  undertakings set forth in paragraphs (i) and (ii)
above  do  not  apply  if  the   information   required  to  be  included  in  a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  registrant  pursuant  to  section  13 or  section  15(d)  of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment 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.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  registrant hereby undertakes 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 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.

         (c)  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 Act 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 it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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-8 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 March 30, 2000.

                                            VECTREN CORPORATION

                                            By:  /s/ Niel C. Ellerbrook
                                                 ----------------------
                                                 Niel C. Ellerbrook, President
                                                 and Chief Executive Officer

         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 date indicated.

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

1.  Principal Executive Officer,
    Principal Financial and
    Accounting Officer:

/s/ Niel C. Ellerbrook        President and Chief Executive       March 30, 2000
----------------------------- Officer, Chief Financial Officer
Niel C. Ellerbrook            and Director

/s/ Andrew E. Goebel          Vice President, Chief Operating     March 30, 2000
--------------------          Officer and Director
Andrew E. Goebel
VECTREN   CORPORATION   RETIREMENT   SAVINGS  PLAN.   Pursuant  to  the
requirements  of the  Securities  Act of 1933,  the Plan  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 March 30, 2000.

                                VECTREN CORPORATION
                                RETIREMENT SAVINGS PLAN

                                By: Vectren Corporation, the Plan Administrator

                                    By:  /s/ Niel C. Ellerbrook
                                         ----------------------------------
                                         Niel C. Ellerbrook, President
                                         and Chief Executive Officer