As filed with the Securities and Exchange Commission on August 7, 2003

                                               Registration No. 333-_____


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                          ________________________


                                  FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ________________________


                                NISOURCE INC.
           (Exact name of registrant as specified in its charter)


                 Delaware                           35-2108964
     (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)           Identification No.)


                            801 East 86th Avenue
                         Merrillville, Indiana 46410
        (Address, including zip code, of principal executive offices)

                    NISOURCE INC. RETIREMENT SAVINGS PLAN
                           (Full title of the Plan)

                               David J. Vajda
                                NiSource Inc.
                            801 East 86th Avenue
                         Merrillville, Indiana 46410
                               (219) 647-5520
                    (Name, address and telephone number,
                 including area code, of agent for service)

                                  COPY TO:

                              Robert J. Minkus
                            Schiff Hardin & Waite
                              6600 Sears Tower
                        Chicago, Illinois 60606-6473
                               (312) 258-5500
                         ___________________________





<TABLE>
<CAPTION>


                                           CALCULATION OF REGISTRATION FEE


                                                                              PROPOSED         PROPOSED
                                                                               MAXIMUM         MAXIMUM
                                                            AMOUNT            OFFERING        AGGREGATE        AMOUNT OF
      TITLE OF EACH CLASS OF                                TO BE             PRICE PER        OFFERING      REGISTRATION
      SECURITIES TO BE REGISTERED                         REGISTERED            SHARE           PRICE            FEE
      ---------------------------                         ----------          ---------       ----------     ------------
      <s>                                              <c>                       <c>             <c>              <c>
      Common Stock, par value $.01 per share           1,492,416 (1)(2)          (3)             (3)              (3)

      Interests in the Plan                                  (4)                 (4)

</TABLE>

   ___________________

   (1)  The 1,492,416 shares being registered under the NiSource
        Inc. Retirement Savings Plan were previously registered on
        Post-Effective Amendment No. 11 on Form S-8 to Registration
        Statement on Form S-4 (File Nos. 333-33896 and 333-33896-
        01).  Those shares consist of the following number of
        registered shares, which remain available for issuance:
        893,370 shares under the NiSource Inc. Tax Deferred Savings
        Plan, 570,046 shares under the Bay State Gas Company
        Employee Savings Plan and 29,000 shares under the Kokomo Gas
        & Fuel Co. Bargaining Unit Tax Deferred Savings Plan.  These
        plans were merged into the Columbia Savings Plan (7,285,958
        registered shares remaining) effective January 1, 2002, at
        which time the Columbia Savings Plan was renamed the
        NiSource Inc. Retirement Savings Plan.

   (2)  Together with an indeterminate number of additional
        securities in order to adjust the number of securities
        reserved for issuance pursuant to the NiSource Inc.
        Retirement Savings Plan as the result of a stock split,
        stock dividend or similar transaction affecting the Common
        Stock, pursuant to Rule 416(a) and (b) under the Securities
        Act of 1933.

   (3)  The 1,492,416 shares being registered under the NiSource
        Inc. Retirement Savings Plan were previously registered on
        Post-Effective Amendment No. 11 on Form S-8 to Registration
        Statement on Form S-4 (File Nos. 333-33896 and 333-33896-
        01), and a registration fee with respect to those shares was
        previously paid in connection with the filing of that Form
        S-4.  Accordingly, no registration fee is required to be
        paid with respect to this Registration Statement.

   (4)  Pursuant to Rule 416(c) under the Securities Act of 1933,
        this Registration Statement also registers an indeterminate
        amount of interests to be offered or sold pursuant to the
        NiSource Inc. Retirement Savings Plan for which no separate
        fee is required.



                                   2




                              EXPLANATORY NOTE
                              ----------------

        The NiSource Inc. Tax Deferred Savings Plan, the Bay State Gas
   Company Employee Savings Plan and the Kokomo Gas & Fuel Co. Bargaining
   Unit Tax Deferred Savings Plan were merged into the Columbia Savings
   Plan effective January 1, 2002, at which time the Columbia Savings
   Plan was renamed the NiSource Inc. Retirement Savings Plan.


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        All information required in this Registration Statement not
   included in the exhibits attached hereto or set forth on the signature
   page is set forth in the Registration Statement (Registration Nos.
   333-33896 and 333-33896-01), the contents of which are incorporated
   herein by reference pursuant to General Instruction E to Form S-8.

   ITEM 8.  EXHIBITS.

   See Index to Exhibits.

        The Registrant will submit the Plan and any amendments thereto to
   the Internal Revenue Service ("IRS") in a timely manner and will make
   all changes required by the IRS in order to qualify the plan.




































                                   3




                                 SIGNATURES
                                 ----------

        THE REGISTRANT.  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 Town of
   Merrillville, State of Indiana, on July 31, 2003.


                                 NISOURCE INC.


                                 By:  /s/ Gary L. Neale
                                    --------------------------------
                                      Gary L. Neale
                                      Chairman, President and
                                      Chief Executive Officer


                              POWER OF ATTORNEY
                              -----------------

        Know All Persons By These Presents, that each person whose
   signature appears below constitutes and appoints Stephen P. Adik,
   Michael W. O'Donnell, Jeffrey W. Grossman or David J. Vajda or any one
   of them his or her true lawful attorney-in-fact and agent with full
   power of substitution and re-substitution for him or her and in his or
   her name, place and stead, in any and all capacities, to sign any or
   all amendments (including post-effective amendments) to this
   Registration Statement and to file the same, with all exhibits
   thereto, and other documents in connection therewith, with the
   Securities and Exchange Commission, granting unto said attorney-in-
   fact and agent full power and authority, to do and perform each and
   every act and thing requisite or necessary to be done in and about the
   premises, to all intents and purposes and as fully as they might or
   could do in person, hereby ratifying and confirming all that said
   attorney-in-fact and agent or his substitute may lawfully do or cause
   to be done by virtue hereof.

        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.
















                                   4


<TABLE>
<CAPTION>


     SIGNATURE                                        TITLE                                         DATE
     ---------                                        -----                                         ----
     <s>                                              <c>                                           <c>
     /s/ Gary L. Neale                                Chairman, President and Chief Executive       July 31, 2003
     ----------------------                           Officer and Director
     Gary L. Neale                                    (Principal Executive Officer)


     /s/ Stephen P. Adik                              Vice Chairman and Director                    July 31, 2003
     ----------------------
     Stephen P. Adik


     /s/ Michael W. O'Donnell                         Executive Vice President and Chief            July 31, 2003
     ------------------------                         Financial Officer
     Michael W. O'Donnell                             (Principal Financial Officer)


     /s/ Jeffrey W. Grossman                          Vice President and Controller                 July 31, 2003
     ------------------------                         (Principal Accounting Officer)
     Jeffrey W. Grossman


     /s/ Steven C. Beering                            Director                                      July 31, 2003
     ------------------------
     Steven C. Beering


     /s/ Arthur J. Decio                              Director                                      July 31, 2003
     ------------------------
     Arthur J. Decio


     /s/ Dennis E. Foster                             Director                                      July 31, 2003
     ------------------------
     Dennis E. Foster


     /s/ Ian M. Rolland                               Director                                      July 21, 2003
     ------------------------
     Ian M. Rolland


     /s/ John W. Thompson                             Director                                      July 21, 2003
     ------------------------
     John W. Thompson


     /s/ Robert J. Welsh                              Director                                      July 31, 2003
     ------------------------
     Robert J. Welsh


     /s/ Carolyn Y. Woo                               Director                                      July 31, 2003
     ------------------------
     Carolyn Y. Woo


     /s/ Roger A. Young                               Director                                      July 31, 2003
     ------------------------
     Roger A. Young

</TABLE>

                                   5





        THE PLAN. Pursuant to the requirements of the Securities Act of
   1933, the Plan has duly caused this Registration Statement to be
   signed on its behalf by the undersigned, thereunto duly authorized, in
   the Town of Merrillville, State of Indiana, on the dates indicated.

                       NISOURCE INC. RETIREMENT SAVINGS PLAN


                       By:  NiSource Inc. and Affiliates
                            Retirement Plan Administrative
                            and Investment Committee



                       By:  /s/ Stephen P. Adik           July 31, 2003
                            -------------------------
                            Stephen P. Adik
                            Member, Plan Committee



                       By:  /s/ Samuel W. Miller, Jr.     July 31, 2003
                            --------------------------
                            Samuel W. Miller, Jr.
                            Member, Plan Committee



                       By:  /s/ Michael W. O'Donnell      July 31, 2003
                            --------------------------
                            Michael W. O'Donnell
                            Member, Plan Committee



                       By:  /s/ David J. Vajda            July 31, 2003
                            --------------------------
                            David J. Vajda
                            Member, Plan Committee



                       By:  /s/ S. LaNette Zimmerman      July 31, 2003
                            --------------------------
                            S. LaNette Zimmerman
                            Member, Plan Committee















                                   6




                                EXHIBIT INDEX
                                -------------


   EXHIBIT NUMBER           DESCRIPTION
   --------------           -----------

         23                 Consent of Deloitte & Touche LLP.

         24                 Powers of Attorney of directors and certain
                            officers of the Registrant are included on
                            the signature page.












































                                   7
[{"type": "S-8", "sequence": "1", "filename": "xs8rsp.txt", "secsgml_size_bytes": 13553}]
{"company-data": {"conformed-name": "NISOURCE INC/DE", "cik": "0001111711", "assigned-sic": "4931", "irs-number": "352108964", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107748", "film-number": "03829500"}, "business-address": {"street1": "801 EAST 86TH AVE", "city": "MERRILLVILLE", "state": "IN", "zip": "46410-6272", "phone": "2196475200"}, "mail-address": {"street1": "801 EAST 86TH AVE", "city": "MERRILLVILLE", "state": "IN", "zip": "46410-6272"}, "former-company": {"former-conformed-name": "NEW NISOURCE INC", "date-changed": "20000412"}}
As filed with the Securities and Exchange Commission on August 7, 2003

                                               Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                          ________________________

                                  FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          ________________________

                                NISOURCE INC.
           (Exact name of registrant as specified in its charter)

                 Delaware                           35-2108964
     (State or other jurisdiction of             (I.R.S. Employer
      incorporation or organization)           Identification No.)

                            801 East 86th Avenue
                         Merrillville, Indiana 46410
        (Address, including zip code, of principal executive offices)

                    NISOURCE INC. RETIREMENT SAVINGS PLAN
                           (Full title of the Plan)

                               David J. Vajda
                                NiSource Inc.
                            801 East 86th Avenue
                         Merrillville, Indiana 46410
                               (219) 647-5520
                    (Name, address and telephone number,
                 including area code, of agent for service)

                                  COPY TO:

                              Robert J. Minkus
                            Schiff Hardin & Waite
                              6600 Sears Tower
                        Chicago, Illinois 60606-6473
                               (312) 258-5500
                         ___________________________
CALCULATION OF REGISTRATION FEE

                                                                              PROPOSED         PROPOSED
                                                                               MAXIMUM         MAXIMUM
                                                            AMOUNT            OFFERING        AGGREGATE        AMOUNT OF
      TITLE OF EACH CLASS OF                                TO BE             PRICE PER        OFFERING      REGISTRATION
      SECURITIES TO BE REGISTERED                         REGISTERED            SHARE           PRICE            FEE
      ---------------------------                         ----------          ---------       ----------     ------------
Common Stock, par value $.01 per share           1,492,416 (1)(2)          (3)             (3)              (3)

      Interests in the Plan                                  (4)                 (4)
___________________

   (1)  The 1,492,416 shares being registered under the NiSource
        Inc. Retirement Savings Plan were previously registered on
        Post-Effective Amendment No. 11 on Form S-8 to Registration
        Statement on Form S-4 (File Nos. 333-33896 and 333-33896-
        01).  Those shares consist of the following number of
        registered shares, which remain available for issuance:
        893,370 shares under the NiSource Inc. Tax Deferred Savings
        Plan, 570,046 shares under the Bay State Gas Company
        Employee Savings Plan and 29,000 shares under the Kokomo Gas
        & Fuel Co. Bargaining Unit Tax Deferred Savings Plan.  These
        plans were merged into the Columbia Savings Plan (7,285,958
        registered shares remaining) effective January 1, 2002, at
        which time the Columbia Savings Plan was renamed the
        NiSource Inc. Retirement Savings Plan.

   (2)  Together with an indeterminate number of additional
        securities in order to adjust the number of securities
        reserved for issuance pursuant to the NiSource Inc.
        Retirement Savings Plan as the result of a stock split,
        stock dividend or similar transaction affecting the Common
        Stock, pursuant to Rule 416(a) and (b) under the Securities
        Act of 1933.

   (3)  The 1,492,416 shares being registered under the NiSource
        Inc. Retirement Savings Plan were previously registered on
        Post-Effective Amendment No. 11 on Form S-8 to Registration
        Statement on Form S-4 (File Nos. 333-33896 and 333-33896-
        01), and a registration fee with respect to those shares was
        previously paid in connection with the filing of that Form
        S-4.  Accordingly, no registration fee is required to be
        paid with respect to this Registration Statement.

   (4)  Pursuant to Rule 416(c) under the Securities Act of 1933,
        this Registration Statement also registers an indeterminate
        amount of interests to be offered or sold pursuant to the
        NiSource Inc. Retirement Savings Plan for which no separate
        fee is required.

                                   2

                              EXPLANATORY NOTE
                              ----------------

        The NiSource Inc. Tax Deferred Savings Plan, the Bay State Gas
   Company Employee Savings Plan and the Kokomo Gas & Fuel Co. Bargaining
   Unit Tax Deferred Savings Plan were merged into the Columbia Savings
   Plan effective January 1, 2002, at which time the Columbia Savings
   Plan was renamed the NiSource Inc. Retirement Savings Plan.

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        All information required in this Registration Statement not
   included in the exhibits attached hereto or set forth on the signature
   page is set forth in the Registration Statement (Registration Nos.
   333-33896 and 333-33896-01), the contents of which are incorporated
   herein by reference pursuant to General Instruction E to Form S-8.

   ITEM 8.  EXHIBITS.

   See Index to Exhibits.

        The Registrant will submit the Plan and any amendments thereto to
   the Internal Revenue Service ("IRS") in a timely manner and will make
   all changes required by the IRS in order to qualify the plan.

                                   3

                                 SIGNATURES
                                 ----------

        THE REGISTRANT.  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 Town of
   Merrillville, State of Indiana, on July 31, 2003.

                                 NISOURCE INC.

                                 By:  /s/ Gary L. Neale
                                    --------------------------------
                                      Gary L. Neale
                                      Chairman, President and
                                      Chief Executive Officer

                              POWER OF ATTORNEY
                              -----------------

        Know All Persons By These Presents, that each person whose
   signature appears below constitutes and appoints Stephen P. Adik,
   Michael W. O'Donnell, Jeffrey W. Grossman or David J. Vajda or any one
   of them his or her true lawful attorney-in-fact and agent with full
   power of substitution and re-substitution for him or her and in his or
   her name, place and stead, in any and all capacities, to sign any or
   all amendments (including post-effective amendments) to this
   Registration Statement and to file the same, with all exhibits
   thereto, and other documents in connection therewith, with the
   Securities and Exchange Commission, granting unto said attorney-in-
   fact and agent full power and authority, to do and perform each and
   every act and thing requisite or necessary to be done in and about the
   premises, to all intents and purposes and as fully as they might or
   could do in person, hereby ratifying and confirming all that said
   attorney-in-fact and agent or his substitute may lawfully do or cause
   to be done by virtue hereof.

        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.

                                   4
SIGNATURE                                        TITLE                                         DATE
     ---------                                        -----                                         ----
/s/ Gary L. Neale                                Chairman, President and Chief Executive       July 31, 2003
     ----------------------                           Officer and Director
     Gary L. Neale                                    (Principal Executive Officer)

     /s/ Stephen P. Adik                              Vice Chairman and Director                    July 31, 2003
     ----------------------
     Stephen P. Adik

     /s/ Michael W. O'Donnell                         Executive Vice President and Chief            July 31, 2003
     ------------------------                         Financial Officer
     Michael W. O'Donnell                             (Principal Financial Officer)

     /s/ Jeffrey W. Grossman                          Vice President and Controller                 July 31, 2003
     ------------------------                         (Principal Accounting Officer)
     Jeffrey W. Grossman

     /s/ Steven C. Beering                            Director                                      July 31, 2003
     ------------------------
     Steven C. Beering

     /s/ Arthur J. Decio                              Director                                      July 31, 2003
     ------------------------
     Arthur J. Decio

     /s/ Dennis E. Foster                             Director                                      July 31, 2003
     ------------------------
     Dennis E. Foster

     /s/ Ian M. Rolland                               Director                                      July 21, 2003
     ------------------------
     Ian M. Rolland

     /s/ John W. Thompson                             Director                                      July 21, 2003
     ------------------------
     John W. Thompson

     /s/ Robert J. Welsh                              Director                                      July 31, 2003
     ------------------------
     Robert J. Welsh

     /s/ Carolyn Y. Woo                               Director                                      July 31, 2003
     ------------------------
     Carolyn Y. Woo

     /s/ Roger A. Young                               Director                                      July 31, 2003
     ------------------------
     Roger A. Young
5

        THE PLAN. Pursuant to the requirements of the Securities Act of
   1933, the Plan has duly caused this Registration Statement to be
   signed on its behalf by the undersigned, thereunto duly authorized, in
   the Town of Merrillville, State of Indiana, on the dates indicated.

                       NISOURCE INC. RETIREMENT SAVINGS PLAN

                       By:  NiSource Inc. and Affiliates
                            Retirement Plan Administrative
                            and Investment Committee

                       By:  /s/ Stephen P. Adik           July 31, 2003
                            -------------------------
                            Stephen P. Adik
                            Member, Plan Committee

                       By:  /s/ Samuel W. Miller, Jr.     July 31, 2003
                            --------------------------
                            Samuel W. Miller, Jr.
                            Member, Plan Committee

                       By:  /s/ Michael W. O'Donnell      July 31, 2003
                            --------------------------
                            Michael W. O'Donnell
                            Member, Plan Committee

                       By:  /s/ David J. Vajda            July 31, 2003
                            --------------------------
                            David J. Vajda
                            Member, Plan Committee

                       By:  /s/ S. LaNette Zimmerman      July 31, 2003
                            --------------------------
                            S. LaNette Zimmerman
                            Member, Plan Committee

                                   6

                                EXHIBIT INDEX
                                -------------

   EXHIBIT NUMBER           DESCRIPTION
   --------------           -----------

         23                 Consent of Deloitte & Touche LLP.

         24                 Powers of Attorney of directors and certain
                            officers of the Registrant are included on
                            the signature page.

                                   7