UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                                 Amendment No. 1

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For quarterly period ended March 31, 2001

                                       OR

[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                       to
                                    -----------------  -----------------

Commission file number 1-3553

                    SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                    ------------------------------------------
             (Exact name of registrant as specified in its charter)

         INDIANA                                      35-0672570
(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 and Zip Code)

                                 (812) 491-4000
                                 ---------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X]  No [ ]

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

  Common Stock -Without par value      15,754,826          May 10, 2001
-----------------------------------  ----------------   ----------------
            Class                    Number of shares          Date


<PAGE> 2




                                TABLE OF CONTENTS


Item                                                                Page
Number                                                             Number
  1        Financial Statements (Unaudited)
           Southern Indiana Gas and Electric Company
              Condensed Balance Sheets                               3-4
              Condensed Statements of Operations                      5
              Condensed Statements of Cash Flows                      6
           Notes to Condensed Unaudited Financial Statements         7-13
  2        Management's Discussion and Analysis of Results
           of Operations and Financial Condition                    14-20
           Signatures                                                 21


<PAGE> 3


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)


<TABLE>
<CAPTION>
                   SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                            CONDENSED BALANCE SHEETS
                             (Unaudited - Thousands)

                                                              March 31,
                                                       -----------------------  December 31,
                   ASSETS                                 2001          2000         2000
                   ------                              ----------   ----------   ----------
Utility Plant at original cost:
<S>                                                    <C>          <C>          <C>
     Electric                                          $1,171,020   $1,142,496   $1,175,552
     Gas                                                  159,723      157,258      160,872
                                                       ----------   ----------   ----------
                                                        1,330,743    1,299,754    1,336,424
     Less: accumulated depreciation and amortization      661,008      626,545      650,499
                                                       ----------   ----------   ----------
                                                          669,735      673,209      685,925
     Construction work in progress                         57,646       55,909       52,582
                                                       ----------   ----------   ----------
        Net utility plant                                 727,381      729,118      738,507
                                                       ----------   ----------   ----------
Current Assets:
     Cash and cash equivalents                              3,687        2,147        1,613
     Accounts receivable, less reserves of $2,409,
         2,262 and $2,639, respectively                    56,571       34,743       49,554
     Accounts receivable from affiliated company            9,872        8,183       27,829
     Accrued unbilled revenues                             11,370       12,522       24,414
     Inventories                                           27,399       31,657       31,055
     Recoverable fuel and natural gas costs                35,996        6,210       28,703
     Other current assets                                      14        2,239          312
                                                       ----------   ----------   ----------
        Total current assets                              144,909       97,701      163,480
                                                       ----------   ----------   ----------

Other Investments and Property:
     Environmental improvement funds held by trustee        1,057        1,010        1,056
     Nonutility property and other, net                     2,924        2,924        1,960
                                                       ----------   ----------   ----------
         Total other investments and property               3,981        3,934        3,016
                                                       ----------   ----------   ----------
Other Assets:
     Regulatory assets                                     33,445       33,636       33,443
     Deferred charges, net                                 27,815       14,012       12,868
                                                       ----------   ----------   ----------
         Total other assets                                61,260       47,648       46,311
                                                       ----------   ----------   ----------

TOTAL ASSETS                                           $  937,531   $  878,401   $  951,314
                                                       ==========   ==========   ==========
</TABLE>

      The accompanying notes are an integral part of these
        condensed financial statements.


<PAGE>  4

<TABLE>
<CAPTION>
                    SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                            CONDENSED BALANCE SHEETS
                             (Unaudited - Thousands)


                                                               March 31,
                                                          ------------------- December 31,
          SHAREHOLDER'S EQUITY AND LIABILITIES              2001       2000       2000
          ------------------------------------            --------   --------   --------
Capitalization:
<S>                                                       <C>        <C>        <C>
     Common stock                                         $ 78,258   $ 78,258   $ 78,258
     Retained earnings                                     263,405    239,653    258,877
                                                          --------   --------   --------
        Total common shareholder's equity                  341,663    317,911    337,135
     Cumulative nonredeemable preferred stock                8,852     11,090      8,890
     Cumulative redeemable preferred stock                   7,500      7,500      7,500
     Cumulative special preferred stock                        460        576        576
     Long-term debt, net of current maturities             291,550    237,602    237,799
                                                          --------   --------   --------
        Total capitalization, net of current maturities    650,025    574,679    591,900
                                                          --------   --------   --------
Commitments and Contingencies (Notes 6 and 7)

Current Liabilities:
     Current maturities of adjustable rate bonds
        subject to tender                                        -     53,700     53,700
     Short-term borrowings                                  14,828     10,318     40,154
     Notes payable to affiliated company                    25,000          -          -
     Accounts payable to affiliated company                  6,266      6,468     11,486
     Accounts payable                                       40,578     26,550     60,085
     Dividends payable                                         142        103        144
     Accrued taxes                                          23,246     18,757      9,956
     Accrued interest                                        5,327      5,038      6,047
     Refunds to customers                                    4,229      1,863      3,543
     Deferred income taxes                                  10,271      1,483     11,295
     Other accrued liabilities                               5,225     19,201     14,278
                                                          --------   --------   --------
        Total current liabilities                          135,112    143,481    210,688
                                                          --------   --------   --------

Deferred Credits and Other Liabilities:
     Deferred income taxes                                 112,145    119,421    112,122
     Unamortized investment tax credits                     15,606     17,015     15,944
     Accrued postretirement benefits other
         than pensions                                      14,554     12,889     14,054
     Accrued pensions                                        6,668      8,862      6,310
     Other                                                   3,421      2,054        296
                                                          --------   --------   --------
        Total deferred credits and other liabilities       152,394    160,241    148,726
                                                          --------   --------   --------

TOTAL SHAREHOLDER'S EQUITY AND LIABILITIES                $937,531   $878,401   $951,314
                                                          ========   ========   ========
</TABLE>

      The accompanying notes are an integral part of these
          condensed financial statements.


<PAGE>  5

<TABLE>
<CAPTION>
                    SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                       CONDENSED STATEMENTS OF OPERATIONS
                             (Unaudited - Thousands)

                                           Three Months         Twelve Months
                                          Ended March 31,       Ended March 31,
                                        -------------------   -------------------
                                           2001       2000       2001       2000
                                        --------   --------   --------   --------
      OPERATING REVENUES:
<S>                                     <C>        <C>        <C>        <C>
   Electric revenues                    $ 88,209   $ 72,990   $351,628   $309,572
   Gas revenues                           51,950     29,227    132,007     67,741
                                        --------   --------   --------   --------
     Total operating revenues            140,159    102,217    483,635    377,313
                                        --------   --------   --------   --------

COST OF OPERATING REVENUES:
   Cost of fuel and purchased power       31,137     21,678    121,552     94,494
   Cost of gas                            41,458     19,634    100,727     39,741
                                        --------   --------   --------   --------
     Total cost of operating revenues     72,595     41,312    222,279    134,235
                                        --------   --------   --------   --------
       Total margin                       67,564     60,905    261,356    243,078

OPERATING EXPENSES:
   Operations and maintenance             23,441     21,238    105,256     94,667
   Merger and integration costs              388     12,357      2,103     12,357
   Depreciation and amortization          11,084     11,490     42,808     45,140
   Income taxes                            9,041      4,237     29,636     23,334
   Taxes other than income taxes           3,626      3,233     13,651     12,951
                                        --------   --------   --------   --------
     Total operating expenses             47,580     52,555    193,454    188,449
                                        --------   --------   --------   --------

OPERATING INCOME                          19,984      8,350     67,902     54,629

OTHER INCOME-NET                             859        699      4,834      3,416
                                        --------   --------   --------   --------

INCOME BEFORE INTEREST AND
   PREFERRED STOCK DIVIDEND               20,843      9,049     72,736     58,045

INTEREST EXPENSE                           5,256      4,783     20,367     19,518
                                        --------   --------   --------   --------

INCOME BEFORE CUMULATIVE EFFECT OF
   CHANGE IN ACCOUNTING PRINCIPLE         15,587      4,266     52,369     38,527

CUMULATIVE EFFECT OF CHANGE IN
    ACCOUNTING PRINCIPLE-NET OF TAX        3,938          -      3,938          -
                                        --------   --------   --------   --------

NET INCOME                                19,525      4,266     56,307     38,527

PREFERRED STOCK DIVIDEND                     238        268        987      1,076
                                        --------   --------   --------   --------

NET INCOME APPLICABLE TO
   COMMON SHAREHOLDER                   $ 19,287   $  3,998   $ 55,320   $ 37,451
                                        ========   ========   ========   ========
</TABLE>

       The accompanying notes are an integral part of these
          condensed financial statements.


<PAGE> 6

<TABLE>
<CAPTION>
                    SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (Unaudited - Thousands)

                                                             Three Months           Twelve Months
                                                            Ended March 31,         Ended March 31,
                                                         ---------------------   --------------------
CASH FLOWS FROM OPERATING ACTIVITIES                        2001        2000        2001        2000
                                                         --------    --------    --------    --------
<S>                                                      <C>         <C>         <C>         <C>
    Net income                                           $ 19,525    $  4,266    $ 56,307    $ 38,527
    Adjustments to reconcile net income to cash
        provided from operating activities -
      Depreciation and amortization                        11,084      11,490      42,808      45,140
      Deferred income taxes and investment tax credits       (519)     (2,430)      1,924       1,123
      Allowance for funds used during construction           (329)          -      (2,380)       (296)
      Cumulative effect of accounting change               (3,938)          -      (3,938)          -
      Unrealized gain on derivatives                       (5,498)          -      (5,498)          -
    Changes in assets and liabilities -
      Receivables - net                                    23,984      (1,927)    (21,252)     (8,162)
      Inventories                                           3,656       9,802       4,258      10,246
      Recoverable fuel and natural gas costs               (7,293)       (625)    (29,785)     (1,741)
      Regulatory assets                                        (2)       (843)      1,425        (222)
      Accounts payable                                    (24,727)       (235)     18,520       7,292
      Accrued taxes                                         8,849       9,961         436       3,306
      Refunds to customers                                    686      (3,512)      2,366      (1,610)
      Other assets and liabilities                         (4,488)      6,377     (10,204)      5,869
                                                         --------    --------    --------    --------
      Total adjustments                                     1,465      28,058      (1,320)     60,945
                                                         --------    --------    --------    --------
        Net cash flows from operating activities           20,990      32,324      54,987      99,472
                                                         --------    --------    --------    --------
CASH FLOWS (REQUIRED FOR) FINANCING ACTIVITIES
    Retirement of preferred stock                            (153)       (117)     (2,352)       (116)
    Proceeds from long-term debt                                -           -           -      25,000
    Net change in short-term borrowings and notes
    payable to affiliated company                            (275)     (6,412)     22,928     (72,483)
    Dividends on common and preferred stock                (8,842)     (8,793)    (29,705)    (32,556)
    Other                                                       -         (72)      2,844       3,144
                                                         --------    --------    --------    --------
        Net cash flows (required for) financing
           activities                                      (9,270)    (15,394)     (6,285)    (77,011)
                                                         --------    --------    --------    --------

CASH FLOWS (REQUIRED FOR) INVESTING ACTIVITIES
    Capital expenditures                                   (8,595)    (14,944)    (45,103)    (61,681)
    Other                                                  (1,051)       (288)     (2,059)     (1,345)
                                                         --------    --------    --------    --------
        Net cash flows (required for) investing
          activities                                       (9,646)    (15,232)    (47,162)    (63,026)
                                                         --------    --------    --------    --------

Net increase (decrease) in cash                             2,074       1,698       1,540     (40,565)

Cash and cash equivalents at beginning of period            1,613         449       2,147      42,712
                                                         --------    --------    --------    --------

Cash and cash equivalents at end of period               $  3,687    $  2,147    $  3,687    $  2,147
                                                         ========    ========    ========    ========
</TABLE>

      The accompanying notes are an integral part of these
        condensed financial statements.

<PAGE> 7


                    SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.       Organization and Nature of Operations

Southern Indiana Gas and Electric Company (SIGECO) operates as a separate wholly
owned subsidiary of Vectren Corporation (Vectren) and provides generation,
transmission, distribution and the sale of electric power to Evansville,
Indiana, and 74 other communities, and the distribution and sale of natural gas
to Evansville, Indiana, and 64 communities in ten counties in southwestern
Indiana.

Vectren was organized on June 10, 1999 solely for the purpose of effecting the
merger of Indiana Energy, Inc. (Indiana Energy) and SIGCORP, Inc. (SIGCORP),
SIGECO's former parent company. On March 31, 2000, the merger of Indiana Energy
with SIGCORP and into Vectren was consummated with a tax- free exchange of
shares that has been accounted for as a pooling-of-interests. The merger did not
affect SIGECO's preferred stock or debt securities.

2.       Basis of Presentation

The interim condensed financial statements included in this report have been
prepared by SIGECO, without audit, as provided in the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
omitted as provided in such rules and regulations. SIGECO believes that the
information in this report reflects all adjustments necessary to fairly state
the results of the interim periods reported. These condensed financial
statements and related notes should be read in conjunction with SIGECO's audited
annual financial statements for the year ended December 31, 2000 filed on Form
10-K. Because of the seasonal nature of SIGECO's operations, the results shown
on a quarterly basis are not necessarily indicative of annual results.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Certain reclassifications have been made to prior period financial statements to
conform with the current year classification. These reclassifications have no
impact on previously reported net income.

3.       Merger and Integration Costs

Merger and integration costs incurred for the three and twelve months ended
March 31, 2001 were $0.4 million and $2.1 million, respectively. Merger costs
are reflected in the financial statements of the subsidiaries in which merger
savings are expected to be realized. The continued merger integration activities
will be completed in 2001.

Since March 31, 2000, $14.5 has been expensed associated with merger and
integration activities. Accruals were established at March 31, 2000 totaling
$7.4 million. Of this amount, $0.7 million related to employee and executive


<PAGE> 8

severance and $6.7 million related to transaction costs and filing fees. At
March 31, 2001, the accrual remaining for such costs totaled $0.4 million, all
related to severance costs. Of the $14.5 million expensed, the remaining $7.1
million was expensed through March 31, 2001 ($6.7 million in 2000 and $0.4 in
2001) for accounting fees resulting from merger related filing requirements,
consulting fees related to integration activities such as organization
structure, employee travel between company locations as part of integration
activities, internal labor of employees assigned to integration teams, and
investor relations communications activities.

The integration activities experienced by the company included such things as
information system consolidation, process review and definition, organization
design and consolidation, and knowledge sharing.

4.       Long - Term Debt

SIGECO has $53.7 million of adjustable rate pollution control series first
mortgage bonds which could, at the election of the bondholder, be tendered to
SIGECO when the interest rates are reset. Prior to the latest reset on March 1,
2001, the interest rates were reset annually, and the bonds subject to tender
were presented in the Balance Sheets as current liabilities. Effective March 1,
2001, the bonds were reset for a five-year period and have been classified as
long-term debt. Resulting from the reset, the interest rate on the $31.5 million
Series A bonds increased from 4.30 % to 4.75 %, and the interest rate on the
$22.2 million Series C bonds increased from 4.45 % to 5.00 %.

5.       New Accounting Principle

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133), which
requires that every derivative instrument be recorded on the balance sheet as an
asset or liability measured at its fair value and that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met.

SFAS 133, as amended, is effective for fiscal years beginning after June 15,
2000 and must be applied to derivative instruments and certain derivative
instruments embedded in hybrid contracts that were issued, acquired or
substantively modified after December 31, 1998. SIGECO has completed the process
of identifying all derivative instruments, determining fair market values of
these derivatives, designating and documenting hedge relationships, and
evaluating the effectiveness of those hedge relationships. As a result of the
successful completion of this process, SIGECO adopted SFAS 133 as of January 1,
2001.

SFAS 133 requires that as of the date of initial adoption, the difference
between the fair market value of derivative instruments recorded on the balance
sheet and the previous carrying amount of those derivatives be reported in net
income or other comprehensive income, as appropriate, as the cumulative effect
of a change in accounting principle in accordance with APB 20, "Accounting
Changes."

A limited number of SIGECO's contracts are defined as derivatives under SFAS
133. These derivatives are forward physical contracts for both the purchase and
sale of electricity.

SIGECO uses derivative and non-derivative forward contracts in its power
marketing operations to effectively manage the utilization of its generation
capacity. Certain forward sales contracts are used to sell the excess generation


<PAGE> 9

capacity of SIGECO when demand conditions warrant this activity. These contracts
involve the normal sale of electricity and therefore do not require fair value
accounting under SFAS 133. Certain forward purchase and sale contracts entered
into as part of "buy-sell" transactions with other utilities and power marketers
are derivatives but do not qualify for hedge accounting. The mark to market
impact of these derivatives upon adoption of SFAS 133 is reflected as part of
the transition adjustment recorded to earnings on January 1, 2001. This
cumulative impact is an earnings gain of approximately $6.3 million ($3.9
million after tax).

As of March 31, 2001, the fair value of power marketing derivative contracts
total $11.8 million and is included in deferred charges, net in the Condensed
Balance Sheets. The difference between the current market value and the market
value on the date of adoption of $5.5 million is reflected in cost of fuel and
purchased power in the Condensed Statements of Operations.

6.       Contingencies

SIGECO is party to various legal proceedings arising in the normal course of
business. In the opinion of management, with the exception of the litigation
matter related to the Clean Air Act (See Note 7), there are no legal proceedings
pending against SIGECO that are likely to have a material adverse effect on its
financial position or results of operations.

7.       Environmental Matters

NOx SIP Call Matter
In October 1997, the United States Environmental Protection Agency (USEPA)
proposed a rulemaking that could require uniform nitrogen oxide (NOx) emissions
reductions of 85 % by utilities and other large sources in a 22-state region
spanning areas in the Northeast, Midwest, Great Lakes, Mid-Atlantic and South.
This rule is referred to as the "NOx SIP call." The USEPA provided each state a
proposed budget of allowed NOx emissions, a key ingredient of ozone, requiring a
significant reduction of such emissions. Under that budget, utilities may be
required to reduce NOx emissions to a rate of 0.15 lb/mmBtu below levels already
imposed by Phase I and Phase II of the Clean Air Act Amendments of 1990 (the
Act).

On October 27, 1998, USEPA issued a final rule "Finding of Significant
Contribution and Rulemaking for Certain States in the Ozone Transport Assessment
Group Region for Purposes of Reducing Regional Transport of Ozone," (63 Fed.
Reg. 57355). The final rule requires that 23 states and jurisdictions must file
revised state implementation plans (SIPs) with the USEPA by no later than
September 30, 1999, which was essentially unchanged from its October 1997,
proposed rule. The USEPA has encouraged states to target utility coal-fired
boilers for the majority of the reductions required, especially NOx emissions.
Northeastern states have claimed that ozone transport from midwestern states
(including Indiana) is the primary reason for their ozone concentration
problems. Although this premise is challenged by others based on various air
quality modeling studies, including studies commissioned by the USEPA, the USEPA
intends to incorporate a regional control strategy to reduce ozone transport.
The USEPA's final ruling is being litigated in the federal courts by
approximately ten midwestern states, including Indiana.

On March 3, 2000, the United States Circuit Court of Appeals for the District of
Columbia (D.C. Court of Appeals) upheld the USEPA's October 27, 1998 final rule
requiring 23 states and the District of Columbia to file revised SIPs with the
USEPA. Numerous petitioners, including several states, filed petitions for


<PAGE> 10

rehearing with the D.C. Court of Appeals. On June 22, 2000, the D.C. Court of
Appeals denied petition for rehearing en banc. Following this decision, on
August 30, 2000, the D.C. Court of Appeals issued an extension of the SIP Call
implementation deadline to May 31, 2004. On September 20, 2000, petitioners
filed a Petition of Writ of Certiori with the United States Supreme Court
requesting review of the D.C. Court of Appeals March 3, 2000 Order, which was
denied. Therefore, SIGECO's compliance date remains May 31, 2004.

The proposed NOx emissions budget for Indiana stipulated in the USEPA's final
ruling requires a 36 % reduction in total NOx emissions from Indiana. The
ruling, pending finalization of state rule making, could require SIGECO to lower
its system-wide emissions by approximately 70 %. Depending on the level of
system-wide emissions reductions ultimately required, and the control technology
utilized to achieve the reductions, the estimated construction costs of the
control equipment could reach $160 million, which are expected to be expended
during the 2001-2004 period, and related additional operation and maintenance
expenses could be an estimated $8 million to $10 million, annually. No accrual
has been recorded by the company related to the NOx SIP Call matter. The rules
governing NOx emissions, once finalized, are to be applied prospectively.

Culley Generating Station Investigation Matter
The USEPA initiated an investigation under Section 114 of the Act of SIGECO's
coal-fired electric generating units in commercial operation by 1977 to
determine compliance with environmental permitting requirements related to
repairs, maintenance, modifications and operations changes. The focus of the
investigation was to determine whether new source performance standards should
be applied to the modifications and whether the best available control
technology was, or should have been, used. Numerous other electric utilities
were, and are currently, being investigated by the USEPA under an industry-wide
review for similar compliance. SIGECO responded to all of the USEPA's data
requests during the investigation. In July 1999, SIGECO received a letter from
the Office of Enforcement and Compliance Assurance of the USEPA discussing the
industry-wide investigation, vaguely referring to the investigation of SIGECO
and inviting SIGECO to participate in a discussion of the issues. No specifics
were noted; furthermore, the letter stated that the communication was not
intended to serve as a notice of violation. Subsequent meetings were conducted
in September and October with the USEPA and targeted utilities, including
SIGECO, regarding potential remedies to the USEPA's general allegations.

On November 3, 1999, the USEPA filed a lawsuit against seven utilities,
including SIGECO. The USEPA alleges that, beginning in 1992, SIGECO violated the
Act by: (i) making modifications to its Culley Generating Station in Yankeetown,
Indiana without obtaining required permits; (ii) making major modifications to
the Culley Generating Station without installing the best available emission
control technology; and (iii) failing to notify the USEPA of the modifications.
In addition, the lawsuit alleges that the modifications to the Culley Generating
Station required SIGECO to begin to comply with federal new source performance
standards.

SIGECO believes it performed only maintenance, repair and replacement activities
at the Culley Generating Station, as allowed under the Act. Because proper
maintenance does not require permits, application of the best available emission
control technology, notice to the USEPA, or compliance with new source
performance standards, SIGECO believes that the lawsuit is without merit, and
intends to vigorously defend the lawsuit.

The lawsuit seeks fines against SIGECO in the amount of $27,500 per day per
violation. The lawsuit does not specify the number of days or violations the
USEPA believes occurred. The lawsuit also seeks a court order requiring SIGECO


<PAGE> 11

to install the best available emissions technology at the Culley Generating
Station. If the USEPA is successful in obtaining an order, SIGECO estimates that
it would incur capital costs of approximately $40 million to $50 million
complying with the order. In the event that SIGECO is required to install
system-wide NOx emission control equipment, as a result of the NOx SIP call
issue, the majority of the $40 million to $50 million for best available
emissions technology at Culley Generating Station would be included in the $160
million expenditure previously discussed.

The USEPA has also issued an administrative notice of violation to SIGECO making
the same allegations, but alleging that violations began in 1977.

While it is possible that SIGECO could be subjected to criminal penalties if the
Culley Generating Station continues to operate without complying with the new
source performance standards and the allegations are determined by a court to be
valid, SIGECO believes such penalties are unlikely as the USEPA and the electric
utility industry have a bonafide dispute over the proper interpretation of the
Act. Accordingly, no accrual has been recorded by the company, and SIGECO
anticipates at this time that the plant will continue to operate while the
matter is being decided.

Information Request
On January 23, 2001, SIGECO received an information request from the USEPA under
Section 114(a) of the Act for historical operational information on the Warrick
and A.B. Brown generating stations. SIGECO has provided all information
requested, and management believes that no significant issues will arise from
this request.

8.       Rate and Regulatory Matters

Commodity prices for natural gas purchases have increased significantly,
primarily due to a colder winter, increased demand and tighter supplies. SIGECO
is allowed full recovery of such changes in purchased gas and fuel costs for its
retail customers through commission-approved gas and fuel cost adjustment
mechanisms.

As a result of the ongoing appeal of a generic order issued by the IURC in
August 1999 regarding guidelines for the recovery of purchased power costs,
SIGECO entered into a settlement agreement with the Indiana Office of Utility
Consumer Counselor (OUCC) that provides certain terms with respect to the
recoverability of such costs. The settlement, originally approved by the IURC on
August 9, 2000, has been extended by agreement through March 2002. Under the
settlement, SIGECO can recover the entire cost of purchased power up to an
established benchmark, and during forced outages, SIGECO will bear a limited
share of its purchased power costs regardless of the market costs at that time.
Based on this agreement, SIGECO believes it has limited its exposure to
unrecoverable purchased power costs.

9.       Affiliate Transactions

Certain wholly owned subsidiaries of Vectren began providing support services to
SIGECO beginning April 1, 2000. As of March 31, 2000, certain assets owned by
SIGECO were contributed to a wholly owned subsidiary of Vectren (Vectren
Resources, LLC). The contribution of assets was reflected as a reduction of
common shareholder's equity and is omitted from the Condensed Statements of Cash
Flows.


<PAGE> 12

Vectren and certain subsidiaries of Vectren have provided certain corporate
general and administrative services to the company including legal, finance,
tax, risk management and human resources. The costs have been allocated to
SIGECO using various allocators, primarily number of employees, number of
customers and/or revenues. Allocations are based on cost. Management believes
that the allocation methodology is reasonable and approximates the costs that
would have been incurred had SIGECO secured those services on a stand alone
basis. SIGECO received corporate allocations totaling $11.1 million and $41.1
million for the three and twelve months ended March 31, 2001, respectively.
Prior to April 1, 2000, these costs were incurred by SIGECO directly.

Vectren Fuels, Inc., a wholly owned subsidiary of Vectren, owns and operates
coal mines from which SIGECO purchases fuel used for electric generation.
Amounts paid for such purchases for the three months ended March 31, 2001 and
2000 were $10.4 million and $6.6 million respectively. Amounts paid for such
purchases for the twelve months ended March 31, 2001 and 2000 were $28.6 million
and $22.2 million, respectively. Amounts charged by Vectren Fuels, Inc. are
market based.

SIGECO also participates in a centralized cash management program with its
parent, affiliated companies and banks which permits funding of checks as they
are presented.

Amounts owed to wholly owned subsidiaries of Vectren as of March 31, 2001, March
31, 2000 and December 31, 2000 totaled $31.3 million, $6.5 million and $11.5
million, respectively, and are included in accounts payable to affiliated
company. Amounts due from wholly owned subsidiaries of Vectren as of March 31,
2001, March 31, 2000 and December 31, 2000 totaled $9.9 million, $8.2 million,
and $27.8 million, respectively, and are included in accounts receivable from
affiliated company.

10.      Segment Reporting

Operating segments are defined as components of an enterprise for which separate
financial information is available and evaluated regularly by the chief
operating decision makers in deciding how to allocate resources and in the
assessment of performance.

There were two operating segments of SIGECO during the reported periods: (1)
Electric Utility Services and (2) Gas Utility Services. The Electric Utility
Services segment generates, transmits, distributes and sells electricity
primarily within southwestern Indiana and in periods of under utilized capacity,
sells excess electricity to other wholesale customers. The Gas Utility Services
segment distributes, transports and sells natural gas to Evansville, Indiana and
64 communities in ten counties in southwestern Indiana. Revenues for each
segment are attributable to customers in the United States. Effective January 1,
2001, SIGECO announced the reorganization of its utility operations into two
primary business units: Energy Delivery and Power Supply. During 2001,
organizational alignment will occur along with the development of management
reporting processes. As a result, SIGECO will report segment information as Gas
Utility Services and Electric Utility Services.



<PAGE> 13


Certain information relating to SIGECO's business segments is presented below.

                                       Three Months         Twelve Months
                                      Ended March 31,       Ended March 31,
                                    -------------------   -------------------
In thousands                           2001       2000       2001       2000
                                    --------   --------   --------   --------
Operating Revenues:
     Electric Utility Services      $ 88,209   $ 72,990   $351,628   $309,572
     Gas Utility Services             51,950     29,227    132,007     67,741
                                    --------   --------   --------   --------
         Total operating revenues   $140,159   $102,217   $483,635   $377,313
                                    ========   ========   ========   ========

Net Income Applicable to
  Common Shareholder:
     Electric Utility Services      $ 16,869   $  2,607   $ 51,072   $ 35,017
     Gas Utility Services              2,418      1,391      4,248      2,434
                                    --------   --------   --------   --------
         Net income applicable to
          common shareholder        $ 19,287   $  3,998   $ 55,320   $ 37,451
                                    ========   ========   ========   ========


                                March 31,  March 31, December 31,
                                   2001       2000       2000
                                --------   --------   --------
Identifiable Assets:
Electric Utility Services       $788,506   $755,884   $799,104
Gas Utility Services             149,025    122,517    152,210
                                --------   --------   --------
    Total identifiable assets   $937,531   $878,401   $951,314
                                ========   ========   ========



<PAGE> 14


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION

                    SOUTHERN INDIANA GAS AND ELECTRIC COMPANY

                           Description of the Business

Southern Indiana Gas and Electric Company (SIGECO) operates as a separate wholly
owned subsidiary of Vectren Corporation (Vectren) and provides generation,
transmission, distribution and the sale of electric power to Evansville,
Indiana, and 74 other communities, and the distribution and sale of natural gas
to Evansville, Indiana, and 64 communities in ten counties in southwestern
Indiana.

Vectren was organized on June 10, 1999 solely for the purpose of effecting the
merger of Indiana Energy, Inc. (Indiana Energy) and SIGCORP, Inc. (SIGCORP),
SIGECO's former parent company. On March 31, 2000, the merger of Indiana Energy
with SIGCORP and into Vectren was consummated with a tax- free exchange of
shares that has been accounted for as a pooling-of-interests. The merger did not
affect SIGECO's preferred stock or debt securities.

                              Results of Operations

Net Income Applicable to Common Shareholder

For the three months ended March 31, 2001, net income applicable to common
shareholder was $19.3 million. Net income applicable to common shareholder
before merger and integration costs and the cumulative effect of the accounting
change (adoption of FAS 133) was $15.6 million, compared to net income
applicable to common shareholder before merger and integration costs for the
first quarter of 2000 of $13.0 million. (See discussion of merger and
integration costs and cumulative effect of change in accounting principle
below.)

For the twelve months ended March 31, 2001, net income applicable to common
shareholder was $55.3 million. Net income applicable to common shareholder
before merger and integration costs and the cumulative effect of the accounting
change (adoption of FAS 133) was $53.2 million, compared to net income
applicable to common shareholder before merger and integration costs for the
twelve months ended March 31, 2000 of $46.5 million.

Utility Margin (Operating Revenues Less Cost of Fuel, Purchased Power and Cost
 of Gas)

Electric Utility Margin
Electric Utility margin for the three months ended March 31, 2001 of $57.1
million, increased $5.8 million, or 11 %, over 2000 primarily due to a $5.5
million gain recorded to reflect certain wholesale power marketing purchase and
sale contracts at current market values as required by Statement of Financial
Accounting Standard No. 133 "Accounting for Derivative Instruments and Hedging
Activities" (SFAS 133).

Electric Utility margin for the twelve months ended March 31, 2001 of $230.1
million, increased $15.0 million, or 7 % over 2000 primarily due to the current
quarter $5.5 million gain recorded to reflect certain wholesale power marketing
purchase and sale contracts at current market values as required by SFAS 133.
The remaining $9.5 million increase results from increased margin from sales to
wholesale energy markets with volumes increasing 69 % over 2000, and a 5 %


<PAGE> 15

increase in sales to retail customers for the period due to the impact of colder
weather on retail electric heating sales and an increasing customer base.

Total cost of fuel for electric generation and purchased power increased $9.5
million, or 44 %, and $27.1 million, or 29 %, for the three and twelve month
periods ended March 31, 2001, compared to the same periods in the prior year due
primarily to increased purchased power related to the greater sales to other
utilities and power marketers.

Gas Utility Margin
Gas Utility margin for the three months ended March 31, 2001 of $10.5 million
increased $0.9 million, or 9 %, compared to 2000. The increase is due to an 8 %
increase in throughput resulting primarily from temperatures being 16 % colder
than the previous year. These favorable impacts were partially offset by reduced
consumption and the cost of unaccounted for gas due to much higher gas costs
(see below).

Total cost of gas sold was $41.5 million for the three months ended March 31,
2001 compared to $19.6 million in 2000. This increase of $21.8 million, or 111 %
is primarily due to significantly higher average per unit purchased gas costs.
The total average cost per dekatherm of gas purchased by SIGECO for the three
months ended March 31, 2001 was $6.74 compared to $3.86 for the same period in
2000.

Gas Utility margin for the twelve months ended March 31, 2001 of $31.3 million
increased $3.3 million, or 12 %, compared to 2000. The increase is due to a 15 %
increase in throughput resulting primarily from temperatures being 27 % colder
than the previous year and a 2 % increase in the residential customer base.
These favorable impacts on gas margin were partially offset by the cost of
unaccounted for gas due to higher gas costs.

Total cost of gas sold was $100.7 million for the twelve months ended March 31,
2001 and $39.7 million in 2000. This increase of $61.0 million, or 153 %,
compared to 2000 is primarily due to significantly higher per unit purchased gas
costs.

Commodity prices for natural gas purchases have increased significantly,
primarily due to a colder winter, increased demand and tighter supplies. Subject
to compliance with applicable state laws, SIGECO is allowed full recovery of
such charges in purchased gas costs from their retail customers through
commission-approved gas cost adjustment mechanisms, and margin on gas sales
should not be impacted. However, in 2001, SIGECO has experienced and may
continue to experience higher working capital requirements, increased expenses
including unrecoverable interest costs, uncollectibles and unaccounted for gas,
and some level of price sensitive reduction in volumes sold.

Operating Expenses

Operations and Maintenance
Operations and maintenance expenses increased $2.2 million, or 10 %, for the
three months ended March 31, 2001 compared to the prior year, and operations and
maintenance expenses increased $10.6 million, or 11 % for the twelve months
ended March 31, 2001. The increases reflect primarily higher general and
administrative costs and plant and system maintenance.



<PAGE> 16


Depreciation and Amortization
Depreciation and amortization decreased $0.4 million and $2.3 million for the
three and twelve months ended March 31, 2001, respectively, compared to the
prior year due to the contribution of certain information systems and equipment
to a wholly owned subsidiary of Vectren.

Income Taxes
Federal and state income taxes increased $4.8 million and $6.3 million for the
three and twelve months ended March 31, 2001,respectively, compared to the prior
year due primarily to higher pre-tax earnings, partially offset by normal
effective tax rates in 2001. The effective tax rate for the three month period
in 2000 was higher as a result of the non-deductibility of certain merger and
integration costs.

Taxes Other Than Income Taxes
Taxes other than income taxes increased $0.4 million and $0.7 million for the
three and twelve month periods ended March 31, 2001, respectively. The increases
result from increases in gross receipts and property taxes.

Merger and Integration Costs

Merger and integration costs incurred for the three and twelve months ended
March 31, 2001, totaled $0.4 million ($0.2 million after tax) and $2.1 million
($1.8 million after tax) respectively, and for both the three and twelve months
ended March 31, 2000 totaled $12.4 million ($9.0 million after tax). Vectren
expects to realize net merger savings of nearly $200 million over the next ten
years from the elimination of duplicate corporate and administrative programs
and greater efficiencies in operations, business processes and purchasing. The
continued merger integration activities, which will contribute to the merger
savings, will be completed in 2001. Merger costs are reflected in the financial
statements of Vectren's operating subsidiaries in which merger savings are
expected to be realized.

Since March 31, 2000, $14.5 million has been expensed associated with merger and
integration activities. Accruals were established at March 31, 2000 totaling
$7.4 million. Of this amount, $0.7 million related to employee and executive
severance costs and $6.7 related to transaction costs and regulatory filing fees
incurred prior to the closing of the merger. At March 31, 2001, the accrual
remaining for such costs totaled $0.4 million, all related to severance costs.
Of the $14.5 million expensed, the remaining $7.1 million was expensed through
March 31, 2001 ($6.7 million in 2000 and $0.4 million in 2001) for accounting
fees resulting from merger related filing requirements, consulting fees related
to integration activities such as organization structure, employee travel
between company locations as part of integration activities, internal labor of
employees assigned to integration teams, investor relations communications
activities, and certain benefit costs.

The integration activities experienced by the company included such things as
information system consolidation, process review and definition, organization
design and consolidation, and knowledge sharing.

Other Income, Net

Other income, net increased $0.2 million and $1.4 million for the three and
twelve months ended March 31, 2001 compared to the prior year due to increased
allowance for funds used during construction (AFUDC) resulting from increased
utility plant construction in progress.


<PAGE> 17

Interest Expense

Interest expense increased by $0.5 million and $0.8 million, respectively, for
the three and twelve months ended March 31, 2001, respectively, when compared to
the prior year. The increases were due primarily to increased working capital
requirements resulting from higher natural gas prices.

                             Other Operating Matters

New Accounting Principle and Cumulative Effect of Change in Accounting Principle

See Note 5 in the condensed financial statements regarding the adoption of SFAS
133, as amended.

Realignment

Effective January 1, 2001, SIGECO announced the reorganization of its utility
operations into two primary business units: Energy Delivery and Power Supply.
During 2001, organizational alignment will occur along with the development of
management reporting processes. As a result, SIGECO will report segment
information as Gas Utility Services and Electric Utility Services.

                               Financial Condition

Environmental and Regulatory Matters

See Notes 7 and 8 in SIGECO's condensed financial statements included in Part I,
Item 1 regarding matters affecting operations including Clean Air Act compliance
(Note 7) and purchased power costs recovery (Note 8).

Liquidity and Capital Resources

SIGECO's capitalization objective is 40-55 % permanent capitalization. This
objective may have varied, and will vary, from time to time, depending on
particular business opportunities and seasonal factors that affect the company's
operation. SIGECO's common equity component was 53 %, 51 % and 52 % of total
capitalization, including current maturities of long-term debt, at March 31,
2001, March 31, 2000 and December 31, 2000, respectively.

Short-term cash working capital is required primarily to finance customer
accounts receivable, unbilled utility revenues resulting from cycle billing, gas
in underground storage, prepaid gas delivery services, capital expenditures and
investments until permanently financed. Short-term borrowings tend to be
greatest during the summer when accounts receivable and unbilled utility
revenues related to electricity are highest and gas storage facilities are being
refilled. However, working capital requirements have been significantly higher
during other periods due to the higher natural gas costs.

Cash Flow from Operations
SIGECO's primary source of liquidity to fund working capital requirements has
been cash generated from operations, which totaled approximately $21.0 million
and $32.3 million for the three months ended March 31, 2001 and 2000,


<PAGE> 18

respectively, and $55.0 million and $99.5 million for the twelve months ended
March 31, 2001 and 2000, respectively.

Cash flow from operations decreased during the three and twelve months ended
March 31, 2001 compared to 2000 by $11.3 million and $44.5 million,
respectively, due to increased working capital requirements due to higher gas
costs offset by decreased merger and integration costs.

SIGECO expects the majority of its capital expenditures and debt security
redemptions to be provided by internally generated funds.

Financing Activities
Cash flow required for financing activities of $34.3 million for the three
months ended March 31, 2001 includes $25.3 million of reductions in net
borrowings and preferred stock and $8.8 million common and preferred stock
dividends. This is an increase in cash required for financing activities when
compared to the three months ended March 31, 2000 of $18.9 million. The increase
is primarily due to increased payments on short-term borrowings from internally
generated funds in 2001.

Cash flow required for financing activities of $31.3 million for the twelve
months ended March 31, 2001 includes $4.4 million of reductions in net
borrowings and preferred stock and $29.7 million of common and preferred stock
dividends. This is a decrease in cash requirements for financing activities of
$45.7 million over the same period in the prior year due primarily to a decrease
in short-term borrowings being paid down in 2001.

SIGECO has $53.7 million of adjustable rate pollution control series first
mortgage bonds which could, at the election of the bondholder, be tendered to
SIGECO when the interest rates are reset. Prior to the latest reset on March 1,
2001, the interest rates were reset annually, and the bonds subject to tender
were presented in the Balance Sheets as current liabilities. Effective March 1,
2001, the bonds were reset for a five-year period and have been classified as
long-term debt. Resulting from the reset, the interest rate on the $31.5 million
Series A bonds increased from 4.30 % to 4.75 %, and the interest rate on the
$22.2 million Series C bonds increased from 4.45 % to 5.00 %.

At March 31, 2001, SIGECO has approximately $74 million of short-term borrowing
capacity for use in its operations, of which approximately $59 million is
available.

SIGECO's credit rating on outstanding debt at March 31, 2001 was A/A1.



<PAGE> 19


Capital Expenditures and Other Investment Activities
Cash required for investing activities of $9.6 million and $47.2 for the three
and twelve months ended March 31, 2001 is comprised mainly of capital
expenditures. Cash requirements for investing activities have decreased from
prior year requirements primarily due a decrease in capital expenditures for
utility plant.

New construction, normal system maintenance and improvements, and technology
investments needed to provide service to a growing customer base will continue
to require substantial expenditures. Capital expenditures for the remainder of
2001 are estimated at $88 million.

                           Forward-Looking Information

A "safe harbor" for forward-looking statements is provided by the Private
Securities Litigation Reform Act of 1995 (Reform Act of 1995). The Reform Act of
1995 was adopted to encourage such forward-looking statements without the threat
of litigation, provided those statements are identified as forward-looking and
are accompanied by meaningful cautionary statements identifying important
factors that could cause the actual results to differ materially from those
projected in the statement. Certain matters described in Management's Discussion
and Analysis of Results of Operations and Financial Condition, including, but
not limited to Vectren's realization of net merger savings, are forward-looking
statements. Such statements are based on management's beliefs, as well as
assumptions made by and information currently available to management. When used
in this filing, the words "believe," "anticipate," "endeavor," "estimate,"
"expect," "objective," "projection," "forecast," "goal," and similar expressions
are intended to identify forward-looking statements. In addition to any
assumptions and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause Vectren and its
subsidiaries' actual results to differ materially from those contemplated in any
forward-looking statements included, among others, the following:

     |X|  Factors affecting utility operations such as unusual weather
          conditions; catastrophic weather-related damage; unusual maintenance
          or repairs; unanticipated changes to fossil fuel costs; unanticipated
          changes to gas supply costs, or availability due to higher demand,
          shortages, transportation problems or other developments;
          environmental or pipeline incidents; transmission or distribution
          incidents; unanticipated changes to electric energy supply costs, or
          availability due to demand, shortages, transmission problems or other
          developments; or electric transmission or gas pipeline system
          constraints.

     |X|  Increased competition in the energy environment including effects of
          industry restructuring and unbundling.

     |X|  Regulatory factors such as unanticipated changes in rate-setting
          policies or procedures, recovery of investments and costs made under
          traditional regulation, and the frequency and timing of rate
          increases.

     |X|  Financial or regulatory accounting principles or policies imposed by
          the Financial Accounting Standards Board, the Securities and Exchange
          Commission, the Federal Energy Regulatory Commission, state public
          utility commissions, state entities which regulate natural gas
          transmission, gathering and processing, and similar entities with
          regulatory oversight.


<PAGE> 20

     |X|  Economic conditions including inflation rates and monetary
          fluctuations.

     |X|  Changing market conditions and a variety of other factors associated
          with physical energy and financial trading activities including, but
          not limited to, price, basis, credit, liquidity, volatility, capacity,
          interest rate, and warranty risks.

     |X|  Availability or cost of capital, resulting from changes in SIGECO,
          interest rates, and securities ratings or market perceptions of the
          utility industry and energy-related industries.

     |X|  Employee workforce factors including changes in key executives,
          collective bargaining agreements with union employees, or work
          stoppages.

     |X|  Legal and regulatory delays and other obstacles associated with
          mergers, acquisitions, and investments in joint ventures.

     |X|  Costs and other effects of legal and administrative proceedings,
          settlements, investigations, claims, and other matters, including, but
          not limited to, those described in Management's Discussion and
          Analysis of Results of Operations and Financial Condition.

     |X|  Changes in federal, state or local legislature requirements, such as
          changes in tax laws or rates, environmental laws and regulations.

SIGECO undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of changes in actual results, changes in
assumptions, or other factors affecting such statements.




<PAGE> 21



                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned thereunto duly authorized.


                               SOUTHERN INDIANA GAS AND ELECTRIC COMPANY
                                              Registrant




        August 27, 2001                       /s/Jerome A. Benkert, Jr.
                                              -------------------------
                                              Jerome A. Benkert, Jr.
                                              Executive Vice President and
                                              Chief Financial Officer


                                              /s/M. Susan Hardwick
                                              -------------------------
                                              M. Susan Hardwick
                                              Vice President and Controller