On June 24, 2009, the Boards of Directors of Vectren Corporation (Vectren) and Vectren Utility Holdings, Inc. (Utility Holdings) adopted an amendment to their respective by-laws to opt out of the Indiana Code Section 23-1-33-6 (c), which is effective July 1, 2009. As recently amended, this sub section mandates Vectren and Utility Holdings stagger the terms of their directors unless each corporation adopts a by-law amendment no later than July 31, 2009, electing not to be governed thereby. By opting out of this amended statute, Vectren and Utility Holdings' directors will continue to be elected annually.

A copy of Vectren's amended by-laws is attached herewith as Exhibit 3.1 to this Current Report on Form 8-K (Article 4, Section 4.1.1 contains the amended language). A copy of Utility Holdings' amended by-laws is attached herewith as exhibit 3.2 to this Current Report on Form 8-K (Article 3, Section 11 contains the amended language).

Item 9.01.   Exhibits.

(d)  Exhibits

Exhibit
 Number      Description

  3.1        Code of By-Laws of Vectren Corporation as Most Recently
             Amended as of June 24, 2009.

  3.2        Code of By-Laws of Vectren Utility Holdings, Inc. as
             Amended as of June 24, 2009.