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. NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
                 NISOURCE INC. 1994 LONG-TERM INCENTIVE PLAN
                          (Full title of the Plans)

                               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
                                                                           MAXIMUM           PROPOSED
                                                         AMOUNT            OFFERING           MAXIMUM          AMOUNT OF
    TITLE OF EACH CLASS OF                                TO BE            PRICE PER         AGGREGATE       REGISTRATION
    SECURITIES TO BE REGISTERED                        REGISTERED            SHARE        OFFERING PRICE          FEE
    ---------------------------                        ----------          ---------      --------------     ------------
    <s>                                              <c>                  <c>              <c>                <c>
    Common Stock, par value $.01 per share           10,300,000 (1)       $18.785 (2)      $193,485,500       $15,652.98

</TABLE>

   ____________________

   (1)  Together with an indeterminate number of additional
        securities in order to adjust the number of securities
        reserved for issuance pursuant to the NiSource Inc.
        Nonemployee Director Stock Incentive Plan and the NiSource
        Inc. 1994 Long-Term Incentive 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.  Of the 10,300,000 shares being
        registered, 300,000 shares are being registered under the
        NiSource Inc. Nonemployee Director Stock Incentive Plan and
        10,000,000 shares under the NiSource Inc. 1994 Long-Term
        Incentive Plan.

   (2)  Based upon the average of the high and low sales prices of
        the Common Stock reported on the New York Stock Exchange on
        August 6, 2003 pursuant to Rule 457(c) and (h) of the
        Securities Act of 1933.


                              EXPLANATORY NOTES

        1.   Pursuant to General Instruction E to Form S-8, the contents
   of the Post-Effective Amendment No. 12 on Form S-8 to the Registration
   Statement on Form S-4 (Registration Nos. 333-33896 and 333-33896-01)
   filed by the Registrant with the Securities and Exchange Commission on
   November 2, 2000 registering its Common Stock, par value $.01 per
   share, issuable pursuant to the NiSource Inc. Nonemployee Director
   Stock Incentive Plan and the NiSource Inc. 1994 Long-Term Incentive
   Plan are hereby incorporated by reference.

        2.   The NiSource Inc. Nonemployee Director Restricted Stock Unit
   Plan was merged into the NiSource Inc. Nonemployee Director Stock
   Incentive Plan effective July 1, 2002.


                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        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.



                                   2


   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Schiff Hardin & Waite, Chicago, Illinois, acting on behalf of the
   Registrant, will pass upon the validity of the securities offered
   hereby.  Peter V. Fazio, Jr., a partner of the firm who also serves
   as Executive Vice President and General Counsel of the Registrant,
   holds approximately 11,400 shares of the Registrant's common stock.

   ITEM 8.  EXHIBITS.

   See Index to Exhibits.





















































                                   3



                                 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 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.

<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


                                   4


     SIGNATURE                                        TITLE                                         DATE
     ---------                                        -----                                         ----


     /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




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


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

          5           Opinion of Schiff Hardin & Waite.

         23.1         Consent of Deloitte & Touche LLP.

         23.2         Consent of Schiff Hardin & Waite (included in Exhibit 5).

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















































                                   6
[{"type": "S-8", "sequence": "1", "filename": "xs8nds.txt", "secsgml_size_bytes": 11494}]
{"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": "333-107743", "film-number": "03829266"}, "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. NONEMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
                 NISOURCE INC. 1994 LONG-TERM INCENTIVE PLAN
                          (Full title of the Plans)

                               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
                                                                           MAXIMUM           PROPOSED
                                                         AMOUNT            OFFERING           MAXIMUM          AMOUNT OF
    TITLE OF EACH CLASS OF                                TO BE            PRICE PER         AGGREGATE       REGISTRATION
    SECURITIES TO BE REGISTERED                        REGISTERED            SHARE        OFFERING PRICE          FEE
    ---------------------------                        ----------          ---------      --------------     ------------
Common Stock, par value $.01 per share           10,300,000 (1)       $18.785 (2)      $193,485,500       $15,652.98
____________________

   (1)  Together with an indeterminate number of additional
        securities in order to adjust the number of securities
        reserved for issuance pursuant to the NiSource Inc.
        Nonemployee Director Stock Incentive Plan and the NiSource
        Inc. 1994 Long-Term Incentive 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.  Of the 10,300,000 shares being
        registered, 300,000 shares are being registered under the
        NiSource Inc. Nonemployee Director Stock Incentive Plan and
        10,000,000 shares under the NiSource Inc. 1994 Long-Term
        Incentive Plan.

   (2)  Based upon the average of the high and low sales prices of
        the Common Stock reported on the New York Stock Exchange on
        August 6, 2003 pursuant to Rule 457(c) and (h) of the
        Securities Act of 1933.

                              EXPLANATORY NOTES

        1.   Pursuant to General Instruction E to Form S-8, the contents
   of the Post-Effective Amendment No. 12 on Form S-8 to the Registration
   Statement on Form S-4 (Registration Nos. 333-33896 and 333-33896-01)
   filed by the Registrant with the Securities and Exchange Commission on
   November 2, 2000 registering its Common Stock, par value $.01 per
   share, issuable pursuant to the NiSource Inc. Nonemployee Director
   Stock Incentive Plan and the NiSource Inc. 1994 Long-Term Incentive
   Plan are hereby incorporated by reference.

        2.   The NiSource Inc. Nonemployee Director Restricted Stock Unit
   Plan was merged into the NiSource Inc. Nonemployee Director Stock
   Incentive Plan effective July 1, 2002.

                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

        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.

                                   2

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

   Schiff Hardin & Waite, Chicago, Illinois, acting on behalf of the
   Registrant, will pass upon the validity of the securities offered
   hereby.  Peter V. Fazio, Jr., a partner of the firm who also serves
   as Executive Vice President and General Counsel of the Registrant,
   holds approximately 11,400 shares of the Registrant's common stock.

   ITEM 8.  EXHIBITS.

   See Index to Exhibits.

                                   3

                                 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 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.
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

                                   4

     SIGNATURE                                        TITLE                                         DATE
     ---------                                        -----                                         ----

     /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

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

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

          5           Opinion of Schiff Hardin & Waite.

         23.1         Consent of Deloitte & Touche LLP.

         23.2         Consent of Schiff Hardin & Waite (included in Exhibit 5).

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

                                   6