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

                              20 N.W. Fourth Street
                         Evansville, Indiana 47741-0001
               (Address of Principal Executive Offices) (Zip Code)

                  VECTREN CORPORATION AT RISK COMPENSATION PLAN
                              (Full title of plan)

                               Ronald E. Christian
              Senior Vice President, General Counsel and Secretary
                               Vectren Corporation
                20 N.W. Fourth Street, Evansville, Indiana 47741
                     (Name and address of agent for service)

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
     Title of securities       Amount to be        Proposed maximum        Proposed maximum           Amount of
      to be registered          registered        offering price per      aggregate offering      registration fee
                                                       unit (1)               price (1)
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                     <C>                     <C>
Common Stock, without par      4,000,000 (2)       $ 21.91                 $ 87,640,000            $  21,910
value per share

Common Share                   4,000,000 (2)       (3)                     (3)                     (3)
Purchase Rights
==================================================================================================================
</TABLE>

(1)    Estimated in accordance  with Rule 457(c) and (h) solely to determine 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 May 16, 2001.

(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.


<PAGE>

(3)    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  At Risk  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  Vectren   Corporation  (the  "Company"  or
"Vectren")  pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated by reference in this Registration Statement.

        o       Annual Report on Form 10-K for the year ended December 31, 2000.
        o       Current Report on Form 8-K filed on January 5, 2001.
        o       Current Report on Form 8-K filed on January 5, 2001.
        o       Current Report on Form 8-K filed on January 16, 2001.
        o       Current Report on Form 8-K filed on January 25, 2001.
        o       Current Report on Form 8-K filed on January 30, 2001.
        o       Current Report on Form 8-K filed on February 13, 2001.
        o       Current Report on Form 8-K filed on March 16, 2001.
        o       Current Report on Form 8-K filed on March 29, 2001.
        o       Current Report on Form 8-K filed on April 2, 2001.
        o       Current Report on Form 8-K filed on April 26, 2001.
        o       Quarterly  Report on Form 10-Q for the  quarter  ended March 31,
                2001.
        o       Registration Statement on Form 8-A filed on November 16, 1999.
        o       Registration Statement on Form 8-A filed on November 16, 1999.


        All reports and other documents  subsequently  filed by Vectren 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.

Item 6. 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 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  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 or she 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.

Item 7. Exemption from Registration Claimed.

        Not Applicable.


<PAGE>



Item 8. Exhibits.

                                  EXHIBIT INDEX

    Exhibit Number      Description

        4.1             Amended  and  Restated   Articles  of  Incorporation  of
                        Vectren   Corporation   (Incorporated  by  reference  to
                        Exhibit  4.1 to  Vectren's  Current  Report  on Form 8-K
                        filed on April 14, 2000)

        4.2             Code of By-Laws of Vectren Corporation  (Incorporated by
                        reference   to  Exhibit  4.2  to   Vectren's   Form  S-3
                        (Registration  No. 333-53930) filed on January 19, 2001)


        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   Vectren's   Form  S-4
                        (Registration No. 333-90763) filed on November 12, 1999)

        5               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)

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.




<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 May 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       April 25, 2001
---------------------------------------  Executive Officer
Niel C. Ellerbrook


(2)  Principal Financial Officer


/s/ Jerome A. Benkert                    Executive Vice           April 25, 2001
---------------------------------------  President and
Jerome A. Benkert                        Chief Financial Officer

(3)  Principal Accounting Officer


/s/ M. Susan Hardwick                    Vice President and       April 25, 2001
---------------------------------------  Controller
M. Susan Hardwick



<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                 April 25, 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/ Jean L. Wojtowicz                    Director
---------------------------------------
Jean L. Wojtowicz
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{"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": "333-61252", "film-number": "1643702"}, "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. 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                                               35-208-6905
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              20 N.W. Fourth Street
                         Evansville, Indiana 47741-0001
               (Address of Principal Executive Offices) (Zip Code)

                  VECTREN CORPORATION AT RISK COMPENSATION PLAN
                              (Full title of plan)

                               Ronald E. Christian
              Senior Vice President, General Counsel and Secretary
                               Vectren Corporation
                20 N.W. Fourth Street, Evansville, Indiana 47741
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service:  812-465-5300
CALCULATION OF REGISTRATION FEE
==================================================================================================================
     Title of securities       Amount to be        Proposed maximum        Proposed maximum           Amount of
      to be registered          registered        offering price per      aggregate offering      registration fee
                                                       unit (1)               price (1)
-------------------------------------------------------------------------------------------------------------------
Common Stock, without par      4,000,000 (2)       $ 21.91                 $ 87,640,000            $  21,910
value per share

Common Share                   4,000,000 (2)       (3)                     (3)                     (3)
Purchase Rights
==================================================================================================================
(1)    Estimated in accordance  with Rule 457(c) and (h) solely to determine 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 May 16, 2001.

(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.
(3)    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  At Risk  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  Vectren   Corporation  (the  "Company"  or
"Vectren")  pursuant to the Securities Exchange Act of 1934 (the "Exchange Act")
are incorporated by reference in this Registration Statement.

        o       Annual Report on Form 10-K for the year ended December 31, 2000.
        o       Current Report on Form 8-K filed on January 5, 2001.
        o       Current Report on Form 8-K filed on January 5, 2001.
        o       Current Report on Form 8-K filed on January 16, 2001.
        o       Current Report on Form 8-K filed on January 25, 2001.
        o       Current Report on Form 8-K filed on January 30, 2001.
        o       Current Report on Form 8-K filed on February 13, 2001.
        o       Current Report on Form 8-K filed on March 16, 2001.
        o       Current Report on Form 8-K filed on March 29, 2001.
        o       Current Report on Form 8-K filed on April 2, 2001.
        o       Current Report on Form 8-K filed on April 26, 2001.
        o       Quarterly  Report on Form 10-Q for the  quarter  ended March 31,
                2001.
        o       Registration Statement on Form 8-A filed on November 16, 1999.
        o       Registration Statement on Form 8-A filed on November 16, 1999.

        All reports and other documents  subsequently  filed by Vectren 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.

Item 6. 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 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  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 or she 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.

Item 7. Exemption from Registration Claimed.

        Not Applicable.
Item 8. Exhibits.

                                  EXHIBIT INDEX

    Exhibit Number      Description

        4.1             Amended  and  Restated   Articles  of  Incorporation  of
                        Vectren   Corporation   (Incorporated  by  reference  to
                        Exhibit  4.1 to  Vectren's  Current  Report  on Form 8-K
                        filed on April 14, 2000)

        4.2             Code of By-Laws of Vectren Corporation  (Incorporated by
                        reference   to  Exhibit  4.2  to   Vectren's   Form  S-3
                        (Registration  No. 333-53930) filed on January 19, 2001)

        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   Vectren's   Form  S-4
                        (Registration No. 333-90763) filed on November 12, 1999)

        5               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)

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.
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 May 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       April 25, 2001
---------------------------------------  Executive Officer
Niel C. Ellerbrook

(2)  Principal Financial Officer

/s/ Jerome A. Benkert                    Executive Vice           April 25, 2001
---------------------------------------  President and
Jerome A. Benkert                        Chief Financial Officer

(3)  Principal Accounting Officer

/s/ M. Susan Hardwick                    Vice President and       April 25, 2001
---------------------------------------  Controller
M. Susan Hardwick
(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                 April 25, 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/ Jean L. Wojtowicz                    Director
---------------------------------------
Jean L. Wojtowicz