Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             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
     incorporation or organization)              Identification No.)


                              20 N.W. Fourth Street
                            Evansville, Indiana 47708
               (Address of Principal Executive Offices) (Zip Code)


                   VECTREN CORPORATION RETIREMENT SAVINGS PLAN
                              (Full title of plan)


                               Ronald E. Christian
     Executive Vice President, Chief Administrative Officer, General Counsel
                             and Corporate Secretary
                               Vectren Corporation
                       20 N.W. Fourth Street, P.O. Box 209
                         Evansville, Indiana 47702-0209
                     (Name and address of agent for service)


    Telephone number, including area code, of agent for service: 812-491-4000

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of securities       Amount to be    Proposed maximum      Proposed maximum         Amount of
  to be registered         registered      offering price      aggregate offering    registration fee
                                            per unit (1)           price (1)
-----------------------------------------------------------------------------------------------------
<S>                      <C>     <C>          <C>                <C>                     <C>
Common Stock, without    800,000 (2)(3)       $ 24.91            $19,928,000.00          $2,524.88
par value per share

Common Share             800,000                 (3)                  (3)                   (3)
Purchase Rights
=====================================================================================================
</TABLE>

(1)  Estimated in accordance with Rule 457 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 Vectren  Corporation as reported on the
     New York Stock Exchange on August 13, 2004.
(2)  Any  additional  shares of  Common  Stock,  and the  related  Common  Share
     Purchase Rights, 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(a).  In  addition,  pursuant  to Rule  416(c),  this
     registration  statement shall be deemed to register an indeterminate amount
     of  interests to be offered or sold  pursuant to the employee  benefit plan
     described herein.
(3)  Any value  attributable to the Common Share Purchase Rights is reflected in
     the value of the Common Stock.



<PAGE>


                      STATEMENT UNDER GENERAL INSTRUCTION E
                      REGISTRATION OF ADDITIONAL SECURITIES

     This Registration  Statement on Form S-8 (the "Registration  Statement") in
being filed  pursuant to General  Instruction E to Form S-8 under the Securities
Act of 1933 to register additional shares of the Registrant's Common Stock under
the Vectren Corporation  Retirement Savings Plan (the "Plan"). This Registration
Statement   incorporates   by  reference   the  contents  of  the   Registrant's
Registration  Statement  on Form S-8  (File No.  333-33684),  which was filed on
March 31,  2000,  and amended by a  post-effective  amendment  filed on June 20,
2000.


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

     The  document(s)  containing  information  specified  by  Part  I  of  this
Registration  Statement  will be sent or given to  participants  in 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 Vectren  Corporation (the "Company") and the Plan pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (a)  (i) The  Company's  Annual  Report  on Form  10-K for the  year  ended
          December 31, 2003.

          (ii) The Plan's Annual Report on Form 11-K for the year ended December
          31, 2003.

     (b)  (i) The Company's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2004.

          (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2004.

          (iii) The Current  Report on Form 8-K filed jointly by the Company and
          its wholly owned subsidiary,  Vectren Utility  Holdings,  Inc., on May
          10, 2004.

     (c)  (i) The  description  of the Company's  Common Stock  contained in the
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          November 16, 1999.

          (ii) The  description of the Company's  Common Share  Purchase  Rights
          contained  in the  Registration  Statement  on Form 8-A filed with the
          Commission on November 16, 1999.

     All reports and other  documents  subsequently  filed by the Company 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,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing such documents.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.




                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers.

     The Company's  Articles and By-laws provide that the Company will indemnify
any individual who is or was a director or officer of the Company,  or is or was
serving at the request of the Company 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.  The Company 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 the  Company if it is  ultimately  determined  that the
director or officer is not entitled to indemnification by the Company.

     The Company's Articles and By-laws provide that the indemnification  rights
described  above are in addition any other  indemnification  rights a person may
have by law or by contract.  The Company expects that employment agreements with
its  executive  officers  will  require the Company 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 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 was acting lawfully or the
director  or officer  had no reason to believe  the  action  was  unlawful.  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 and that
those  making the decision to reimburse  the director  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.

     The Company maintains  directors' and officers' liability insurance with an
annual aggregate limit of $35,000,000 for the current policy period,  subject to
a $500,000  deductible  at the  corporate  level,  for each  wrongful  act where
corporate  reimbursement  is available  to any director or officer.  The Company
also maintains  excess  coverage with an aggregate  annual limit of $50,000,000.
When corporate reimbursement is not available as prescribed by applicable common
law,  statutory  law or the  Company'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.



                                       3
<PAGE>

Item 8.  Exhibits.

         Exhibit
         Number   Description
         -------  -----------
           4.1    Amended and Restated Articles of the Company.
           4.2    Code of By-Laws of the Company as amended and restated through
                  October 29, 2003.
           4.3    Rights Agreement, dated as of October 21, 1999, between the
                  Company and EquiServe Trust Company, N.A., as Rights Agent.
           5      Opinion of Barnes & Thornburg LLP*
          23.1    Consent of Deloitte & Touche LLP
          23.2    Consent of McGladrey & Pullen LLP
          23.3    Consent of Barnes & Thornburg LLP (included in Exhibit 5)
          24      Power of Attorney

          * The Company  undertakes  that the Company 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 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 of this  Registration  Statement  (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 with the Securities and Exchange  Commission 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  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.


                                       4
<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 August 20, 2004.


                              VECTREN CORPORATION


                              By: /s/ Ronald E. Christian
                                  ----------------------------------------------
                                  Ronald E. Christian, Executive Vice President,
                                  Chief Administrative Officer, General Counsel
                                  and Corporate Secretary


     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                                           August 20, 2004
--------------------------------     Chairman, President and
Niel C. Ellerbrook                   Chief Executive Officer




(2) Principal Financial Officer


/s/ Jerome A. Benkert, Jr.                                       August 20, 2004
--------------------------------     Executive Vice President
Jerome A. Benkert, Jr.               and Chief Financial
                                     Officer

(3) Principal Accounting Officer


/s/ M. Susan Hardwick                                            August 20, 2004
--------------------------------     Vice President and
M. Susan Hardwick                    Controller






                                       5
<PAGE>


(4) A Majority of the Board of Directors


                                           Director             July 28, 2004
-----------------------------------------
John M. Dunn


/s/ Niel C. Ellerbrook                     Director             July 28, 2004
-----------------------------------------
Niel C. Ellerbrook


/s/ John D. Engelbrecht                    Director             July 28, 2004
-----------------------------------------
John D. Engelbrecht


/s/ Anton H. George                        Director             July 28, 2004
-----------------------------------------
Anton H. George


                                           Director             July 28, 2004
-----------------------------------------
Robert L. Koch II


/s/ William G. Mays                        Director             July 28, 2004
-----------------------------------------
William G. Mays


                                           Director             July 28, 2004
-----------------------------------------
J. Timothy McGinley


/s/ Richard P. Rechter                     Director             July 28, 2004
-----------------------------------------
Richard P. Rechter


/s/ Ronald G. Reherman                     Director             July 28, 2004
-----------------------------------------
Ronald G. Reherman


/s/ R. Daniel Sadlier                      Director             July 28, 2004
-----------------------------------------
R. Daniel Sadlier


/s/ Richard W. Shymanski                   Director             July 28, 2004
-----------------------------------------
Richard W. Shymanski


/s/ Jean L. Wojtowicz                      Director             July 28, 2004
-----------------------------------------
Jean L. Wojtowicz





                                       6
<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 August 20, 2004.

                                 Vectren Corporation
                                 Retirement Savings Plan

                                 By: Vectren Corporation, the Plan Administrator



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







                                       7
<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number            Description                            Location
-------           -----------                            --------

 4.1      Amended and Restated Articles of    Incorporated by reference to
          the Company.                        Exhibit 4.1 to the Company's
                                              Current Report on Form 8-K filed
                                              on April 14, 2000.

 4.2      Code of By-Laws of the Company      Incorporated by reference to
          as amended and restated through     Exhibit 3.1 to the Company's
          October 29, 2003.                   Quarterly Report on Form 10-Q for
                                              the quarter ended September 30,
                                              2003, and filed on November 13,
                                              2003.

 4.3      Rights Agreement, dated as of       Incorporated by reference to
          October 21, 1999, between the       Exhibit 4 to the Company's
          Company and EquiServe Trust         Registration Statement on Form S-4
          Company, N.A., as Rights Agent.     (Registration No. 333-90763) filed
                                              on November 12, 1999.

  5       Opinion of Barnes & Thornburg LLP   Attached

 23.1     Consent of Deloitte & Touche LLP    Attached

 23.2     Consent of McGladrey & Pullen LLP   Attached

 23.3     Consent of Barnes & Thornburg LLP   (Included in Exhibit 5)

 24       Power of Attorney                   Attached




                                       8
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Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             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
     incorporation or organization)              Identification No.)

                              20 N.W. Fourth Street
                            Evansville, Indiana 47708
               (Address of Principal Executive Offices) (Zip Code)

                   VECTREN CORPORATION RETIREMENT SAVINGS PLAN
                              (Full title of plan)

                               Ronald E. Christian
     Executive Vice President, Chief Administrative Officer, General Counsel
                             and Corporate Secretary
                               Vectren Corporation
                       20 N.W. Fourth Street, P.O. Box 209
                         Evansville, Indiana 47702-0209
                     (Name and address of agent for service)

    Telephone number, including area code, of agent for service: 812-491-4000
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of securities       Amount to be    Proposed maximum      Proposed maximum         Amount of
  to be registered         registered      offering price      aggregate offering    registration fee
                                            per unit (1)           price (1)
-----------------------------------------------------------------------------------------------------
Common Stock, without    800,000 (2)(3)       $ 24.91            $19,928,000.00          $2,524.88
par value per share

Common Share             800,000                 (3)                  (3)                   (3)
Purchase Rights
=====================================================================================================
(1)  Estimated in accordance with Rule 457 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 Vectren  Corporation as reported on the
     New York Stock Exchange on August 13, 2004.
(2)  Any  additional  shares of  Common  Stock,  and the  related  Common  Share
     Purchase Rights, 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(a).  In  addition,  pursuant  to Rule  416(c),  this
     registration  statement shall be deemed to register an indeterminate amount
     of  interests to be offered or sold  pursuant to the employee  benefit plan
     described herein.
(3)  Any value  attributable to the Common Share Purchase Rights is reflected in
     the value of the Common Stock.
STATEMENT UNDER GENERAL INSTRUCTION E
                      REGISTRATION OF ADDITIONAL SECURITIES

     This Registration  Statement on Form S-8 (the "Registration  Statement") in
being filed  pursuant to General  Instruction E to Form S-8 under the Securities
Act of 1933 to register additional shares of the Registrant's Common Stock under
the Vectren Corporation  Retirement Savings Plan (the "Plan"). This Registration
Statement   incorporates   by  reference   the  contents  of  the   Registrant's
Registration  Statement  on Form S-8  (File No.  333-33684),  which was filed on
March 31,  2000,  and amended by a  post-effective  amendment  filed on June 20,
2000.

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

     The  document(s)  containing  information  specified  by  Part  I  of  this
Registration  Statement  will be sent or given to  participants  in 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 Vectren  Corporation (the "Company") and the Plan pursuant
to the Securities  Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference in this Registration Statement:

     (a)  (i) The  Company's  Annual  Report  on Form  10-K for the  year  ended
          December 31, 2003.

          (ii) The Plan's Annual Report on Form 11-K for the year ended December
          31, 2003.

     (b)  (i) The Company's  Quarterly Report on Form 10-Q for the quarter ended
          March 31, 2004.

          (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 2004.

          (iii) The Current  Report on Form 8-K filed jointly by the Company and
          its wholly owned subsidiary,  Vectren Utility  Holdings,  Inc., on May
          10, 2004.

     (c)  (i) The  description  of the Company's  Common Stock  contained in the
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          November 16, 1999.

          (ii) The  description of the Company's  Common Share  Purchase  Rights
          contained  in the  Registration  Statement  on Form 8-A filed with the
          Commission on November 16, 1999.

     All reports and other  documents  subsequently  filed by the Company 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,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       2
Item 6.  Indemnification of Directors and Officers.

     The Company's  Articles and By-laws provide that the Company will indemnify
any individual who is or was a director or officer of the Company,  or is or was
serving at the request of the Company 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.  The Company 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 the  Company if it is  ultimately  determined  that the
director or officer is not entitled to indemnification by the Company.

     The Company's Articles and By-laws provide that the indemnification  rights
described  above are in addition any other  indemnification  rights a person may
have by law or by contract.  The Company expects that employment agreements with
its  executive  officers  will  require the Company 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 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 was acting lawfully or the
director  or officer  had no reason to believe  the  action  was  unlawful.  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 and that
those  making the decision to reimburse  the director  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.

     The Company maintains  directors' and officers' liability insurance with an
annual aggregate limit of $35,000,000 for the current policy period,  subject to
a $500,000  deductible  at the  corporate  level,  for each  wrongful  act where
corporate  reimbursement  is available  to any director or officer.  The Company
also maintains  excess  coverage with an aggregate  annual limit of $50,000,000.
When corporate reimbursement is not available as prescribed by applicable common
law,  statutory  law or the  Company'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.

                                       3
Item 8.  Exhibits.

         Exhibit
         Number   Description
         -------  -----------
           4.1    Amended and Restated Articles of the Company.
           4.2    Code of By-Laws of the Company as amended and restated through
                  October 29, 2003.
           4.3    Rights Agreement, dated as of October 21, 1999, between the
                  Company and EquiServe Trust Company, N.A., as Rights Agent.
           5      Opinion of Barnes & Thornburg LLP*
          23.1    Consent of Deloitte & Touche LLP
          23.2    Consent of McGladrey & Pullen LLP
          23.3    Consent of Barnes & Thornburg LLP (included in Exhibit 5)
          24      Power of Attorney

          * The Company  undertakes  that the Company 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 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 of this  Registration  Statement  (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 with the Securities and Exchange  Commission 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  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.

                                       4
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 August 20, 2004.

                              VECTREN CORPORATION

                              By: /s/ Ronald E. Christian
                                  ----------------------------------------------
                                  Ronald E. Christian, Executive Vice President,
                                  Chief Administrative Officer, General Counsel
                                  and Corporate Secretary

     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                                           August 20, 2004
--------------------------------     Chairman, President and
Niel C. Ellerbrook                   Chief Executive Officer

(2) Principal Financial Officer

/s/ Jerome A. Benkert, Jr.                                       August 20, 2004
--------------------------------     Executive Vice President
Jerome A. Benkert, Jr.               and Chief Financial
                                     Officer

(3) Principal Accounting Officer

/s/ M. Susan Hardwick                                            August 20, 2004
--------------------------------     Vice President and
M. Susan Hardwick                    Controller

                                       5
(4) A Majority of the Board of Directors

                                           Director             July 28, 2004
-----------------------------------------
John M. Dunn

/s/ Niel C. Ellerbrook                     Director             July 28, 2004
-----------------------------------------
Niel C. Ellerbrook

/s/ John D. Engelbrecht                    Director             July 28, 2004
-----------------------------------------
John D. Engelbrecht

/s/ Anton H. George                        Director             July 28, 2004
-----------------------------------------
Anton H. George

                                           Director             July 28, 2004
-----------------------------------------
Robert L. Koch II

/s/ William G. Mays                        Director             July 28, 2004
-----------------------------------------
William G. Mays

                                           Director             July 28, 2004
-----------------------------------------
J. Timothy McGinley

/s/ Richard P. Rechter                     Director             July 28, 2004
-----------------------------------------
Richard P. Rechter

/s/ Ronald G. Reherman                     Director             July 28, 2004
-----------------------------------------
Ronald G. Reherman

/s/ R. Daniel Sadlier                      Director             July 28, 2004
-----------------------------------------
R. Daniel Sadlier

/s/ Richard W. Shymanski                   Director             July 28, 2004
-----------------------------------------
Richard W. Shymanski

/s/ Jean L. Wojtowicz                      Director             July 28, 2004
-----------------------------------------
Jean L. Wojtowicz

                                       6
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 August 20, 2004.

                                 Vectren Corporation
                                 Retirement Savings Plan

                                 By: Vectren Corporation, the Plan Administrator

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

                                       7
EXHIBIT INDEX

Exhibit
Number            Description                            Location
-------           -----------                            --------

 4.1      Amended and Restated Articles of    Incorporated by reference to
          the Company.                        Exhibit 4.1 to the Company's
                                              Current Report on Form 8-K filed
                                              on April 14, 2000.

 4.2      Code of By-Laws of the Company      Incorporated by reference to
          as amended and restated through     Exhibit 3.1 to the Company's
          October 29, 2003.                   Quarterly Report on Form 10-Q for
                                              the quarter ended September 30,
                                              2003, and filed on November 13,
                                              2003.

 4.3      Rights Agreement, dated as of       Incorporated by reference to
          October 21, 1999, between the       Exhibit 4 to the Company's
          Company and EquiServe Trust         Registration Statement on Form S-4
          Company, N.A., as Rights Agent.     (Registration No. 333-90763) filed
                                              on November 12, 1999.

  5       Opinion of Barnes & Thornburg LLP   Attached

 23.1     Consent of Deloitte & Touche LLP    Attached

 23.2     Consent of McGladrey & Pullen LLP   Attached

 23.3     Consent of Barnes & Thornburg LLP   (Included in Exhibit 5)

 24       Power of Attorney                   Attached

                                       8