<PAGE>

   As filed with the Securities and Exchange Commission on February 16,
   1999
                                              Registration No. 333-      
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ______________________
                                  FORM S-8
                           Registration Statement
                                    under
                         The Securities Act of 1933
                           ______________________

                           NIPSCO INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

                INDIANA                             35-1719974
    (State or other jurisdiction of              (I.R.S. employer
    incorporation or organization)              identification no.)

                              801 E. 86th Avenue
                         Merrillville, Indiana 46410
                               (219) 853-5200
        (Address of principal executive offices, including zip code)

                            BAY STATE GAS COMPANY
                            EMPLOYEE SAVINGS PLAN
                          (Full title of the plan)

                               Stephen P. Adik
                           NIPSCO Industries, Inc.
                              801 E. 86th Avenue
                         Merrillville, Indiana 46410
                   (Name and address of agent for service)
                               (219) 647-6012
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                            Patricia Dondanville
                            Schiff Hardin & Waite
                              6600 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5709
                           ______________________<PAGE>

<TABLE>
<CATPION>

                       CALCULATION OF REGISTRATION FEE

    <S>                                       <C>                <C>               <C>                 <C>
                                                                   Proposed           Proposed
                                                                    maximum           maximum
       Title of Securities to be Registered       Amount        offering price       aggregate            Amount of
                                                  to be           per share       offering price      registration fee
                                               registered            (1)                (1)                  (1)


       Common Shares, without par value          200,000            $26.41              $5,282,000          $1,559
       (including associated preferred
       share purchase rights)

       Interests in the Plan                       (2)               (2)                (2)                  (2)

</TABLE>

     (1)  Estimated on the basis of $26.41 per share, the average of the
        high and low prices of the Common Shares on February 10, 1999, as
        reported in the consolidated reporting system pursuant to Rule
        457(h).

   (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the Bay
        State Gas Company Employee Savings Plan for which no separate fee
        is required.

                                    - 2 -<PAGE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of NIPSCO Industries, Inc.
             (the "Registrant") for the fiscal year ended December 31,
             1997; 

        (b)  The Quarterly Reports on Form 10-Q of the Registrant for the
             quarters ended March 31, 1998, June 30, 1998 and September
             30, 1998;

        (c)  The Current Report on Form 8-K of the Registrant dated
             December 31, 1997 and filed February 13, 1998; 

        (d)  The Current Report on Form 8K of the Registrant dated 
             February 8, 1999 and filed February 9, 1999; and

        (e)  The description of the Registrant's Common Shares contained
             in the Registrant's Registration Statement on Form 8-B filed
             with the Commission on November 25, 1987.

        All documents subsequently filed by the Registrant and/or the
   Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, prior to the filing of a post-effective
   amendment which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold, shall
   be deemed to be incorporated by reference herein and to be a part
   hereof from the date of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

        The By-Laws of the Registrant provide for indemnification by the
   Registrant of each of its directors and officers to the fullest extent
   permitted by law for liability of such director of officer arising by
   reason of his or her status as a director or officer of the Registrant
   or its subsidiaries.  Under the Registrant's By-Laws as well as the
   Indiana Business Corporation Law (the "Indiana BCL"), the Registrant
   is required to indemnify its directors and officers against expenses,
   judgments, decrees, fines, penalties and settlements actually and
   reasonably incurred by such person in connection with any action, suit
   or proceeding, whether civil, criminal, administrative or
   investigative, to which such person is a party by reason of his or her
   connection with the Registrant, provided that such person acted in
   good faith and in a manner he or she reasonably believed to be in the
   best interest of the Registrant, or, with respect to a criminal
   proceeding, has no reasonable cause to believe that his or her conduct
   was unlawful.
                                   - 3 -<PAGE>

        The By-Laws of the Registrant provide that, except where a
   director or officer is substantially and finally successful on the
   merits, the Registrant may not indemnify a director or officer (unless
   ordered by a court) until after a determination has been made that
   indemnification of the director or officer is permissible because he
   or she met the applicable standards of conduct.  The Registrant also
   may not advance expenses prior to the disposition of an action, suit
   or proceeding until: (a) the director or officer provides the
   Registrant with a written affirmation of his or her good faith belief
   that he or she has met the applicable standards of conduct and an
   undertaking to repay the advance if it is ultimately determined that
   he or she did not meet the applicable standards of conduct, and (b) a
   determination has been made, that, based on the facts then known to
   those making the determination, the director or officer met the
   applicable standards of conduct.  The determination that a director or
   officer has met the applicable standards of conduct may be made by a
   majority vote of a quorum consisting of disinterested directors, a
   majority vote of a committee designated by the board of directors
   consisting of two or more disinterested directors (only if a quorum of
   the board cannot be obtained), special legal counsel or a majority
   vote of disinterested shareholders.

        As authorized under the Registrant's By-Laws and the Indiana BCL,
   the Registrant and its subsidiaries have insurance which insures
   directors and officers for acts committed as such directors or
   officers which are determined not to be indemnifiable under the
   Registrant's indemnity provisions.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement on page 7 hereof.  The Plan has been submitted in a timely
   manner to the Internal Revenue Service and has received a favorable
   determination that the Plan continues to be qualified under Section
   401 of the Internal Revenue Code.  All changes required by the
   Internal Revenue Service in order to continue to so qualify the Plan
   have been made.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
                                    - 4 -<PAGE>

        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement; and

             (iii)   To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   by the Registrant pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934 that are incorporated by reference in the
   registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and each filing
   of the Plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in
   the registration statement shall be deemed to be a new registration
   statement relating to the securities offered therein, and the offering
   of such securities at that time shall be deemed to be the initial BONA
   FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.

                                    - 5 -<PAGE>


                                 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 December 1, 1998.

                                      NIPSCO INDUSTRIES, INC.
                                           (Registrant)

                                      By:/s/ Gary L. Neale
                                         --------------------------------
                                             Gary L. Neale
                                             Chairman and President

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

        Each person whose signature appears below hereby constitutes and
   appoints Stephen P. Adik the true and lawful attorney-in-fact and
   agent of the undersigned, with full power of substitution and
   resubstitution, for and in the name, place and stead of the
   undersigned, in any and all capacities, to sign any and 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,
   and hereby grants to such attorney-in-fact and agent full power and
   authority to do and perform each and every act and thing requisite and
   necessary to be done, fully to all intents and purposes as the
   undersigned might or could do in person, hereby ratifying and
   confirming all that said attorney-in-fact and agent or his substitute
   or substitutes, 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>

    <S>                             <C>                            <C> 

                Signature                        Title                  Date
                ----------                       -----                 ----

    /s/   Gary L. Neale              Chairman, President and        December 1, 1998
     -----------------------------    Director (Principal
           Gary L. Neale              Executive Officer)







                                           - 6 -<PAGE>

     /s/   Stephen P. Adik            Executive Vice President       December 1, 1998
     -----------------------------    (Principal Financial
           Stephen P. Adik            Officer and Principal
                                      Accounting Officer)


     /s/   Steven C. Beering                   Director              December 1, 1998
     ----------------------------
           Steven C. Beering


     /s/   Arthur J. Decio                     Director              December 1, 1998
     ----------------------------
           Arthur J. Decio

     /s/   James T. Morris                     Director              December 1, 1998
     ----------------------------
           James T. Morris


     /s/   Denis E. Ribordy                    Director              December 1, 1998
     ----------------------------
           Denis E. Ribordy


     /s/   Ian M. Rolland                      Director              December 1, 1998
     ----------------------------
           Ian M. Rolland

     /s/   Edmund A. Schroer                   Director              December 1, 1998
     ----------------------------
           Edmund A. Schroer


     /s/   John W. Thompson                    Director              December 1, 1998
     ----------------------------
           John W. Thompson


     /s/   Robert J. Welsh                     Director              December 1, 1998
     ----------------------------
           Robert J. Welsh


     /s/   Carolyn Y. Woo                      Director              December 1, 1998
     ----------------------------
           Carolyn Y. Woo

</TABLE>






                                    - 7 -<PAGE>

        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Committee has duly caused this registration statement
   to be signed on its behalf by the undersigned, thereunto duly
   authorized, in the City of Westborough, State of Massachusetts, on
   January 5, 1999.


                                 BAY STATE GAS COMPANY 
                                 EMPLOYEE SAVINGS PLAN



                                 By:  /s/ Charles H. Tenney, III
                                     ___________________________________
                                     Charles H. Tenney, III
                                     Chairman of Benefits Committee

                                      /s/ William D. MacGillivray
                                     ___________________________________
                                     William D. MacGillivray
                                     Assistant Clerk of Benefits
                                     Committee

                                      /s/ Elizabeth A. Foley
                                     ___________________________________
                                     Elizabeth A. Foley
                                     Member of Benefits Committee

                                      /s/ Thomas W. Sherman
                                     ___________________________________
                                     Thomas W. Sherman
                                     Member of Benefits Committee



                                     



















                                    - 8 -<PAGE>

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

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

   23                  Consent of Arthur Andersen LLP.

   24                  Powers of Attorney (contained on
                       the signature pages hereto). 












































                                    - 9 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19093}]
{"company-data": {"conformed-name": "NIPSCO INDUSTRIES INC", "cik": "0000823392", "assigned-sic": "4931", "irs-number": "351719974", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72401", "film-number": "99540134"}, "business-address": {"street1": "801 E 86TH AVENUE", "city": "MERRILLVILLE", "state": "IN", "zip": "46410", "phone": "2198535200"}, "mail-address": {"street1": "5265 HOHMAN AVENUE", "city": "HAMMOND", "state": "IN", "zip": "46320-1775"}}
As filed with the Securities and Exchange Commission on February 16,
   1999
                                              Registration No. 333-      
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                           ______________________
                                  FORM S-8
                           Registration Statement
                                    under
                         The Securities Act of 1933
                           ______________________

                           NIPSCO INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

                INDIANA                             35-1719974
    (State or other jurisdiction of              (I.R.S. employer
    incorporation or organization)              identification no.)

                              801 E. 86th Avenue
                         Merrillville, Indiana 46410
                               (219) 853-5200
        (Address of principal executive offices, including zip code)

                            BAY STATE GAS COMPANY
                            EMPLOYEE SAVINGS PLAN
                          (Full title of the plan)

                               Stephen P. Adik
                           NIPSCO Industries, Inc.
                              801 E. 86th Avenue
                         Merrillville, Indiana 46410
                   (Name and address of agent for service)
                               (219) 647-6012
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                            Patricia Dondanville
                            Schiff Hardin & Waite
                              6600 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5709
                           ______________________
CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                                                    maximum           maximum
       Title of Securities to be Registered       Amount        offering price       aggregate            Amount of
                                                  to be           per share       offering price      registration fee
                                               registered            (1)                (1)                  (1)

       Common Shares, without par value          200,000            $26.41              $5,282,000          $1,559
       (including associated preferred
       share purchase rights)

       Interests in the Plan                       (2)               (2)                (2)                  (2)
(1)  Estimated on the basis of $26.41 per share, the average of the
        high and low prices of the Common Shares on February 10, 1999, as
        reported in the consolidated reporting system pursuant to Rule
        457(h).

   (2)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the Bay
        State Gas Company Employee Savings Plan for which no separate fee
        is required.

                                    - 2 -
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents are incorporated herein by reference:

        (a)  The Annual Report on Form 10-K of NIPSCO Industries, Inc.
             (the "Registrant") for the fiscal year ended December 31,
             1997; 

        (b)  The Quarterly Reports on Form 10-Q of the Registrant for the
             quarters ended March 31, 1998, June 30, 1998 and September
             30, 1998;

        (c)  The Current Report on Form 8-K of the Registrant dated
             December 31, 1997 and filed February 13, 1998; 

        (d)  The Current Report on Form 8K of the Registrant dated 
             February 8, 1999 and filed February 9, 1999; and

        (e)  The description of the Registrant's Common Shares contained
             in the Registrant's Registration Statement on Form 8-B filed
             with the Commission on November 25, 1987.

        All documents subsequently filed by the Registrant and/or the
   Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, prior to the filing of a post-effective
   amendment which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold, shall
   be deemed to be incorporated by reference herein and to be a part
   hereof from the date of filing of such documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

        The By-Laws of the Registrant provide for indemnification by the
   Registrant of each of its directors and officers to the fullest extent
   permitted by law for liability of such director of officer arising by
   reason of his or her status as a director or officer of the Registrant
   or its subsidiaries.  Under the Registrant's By-Laws as well as the
   Indiana Business Corporation Law (the "Indiana BCL"), the Registrant
   is required to indemnify its directors and officers against expenses,
   judgments, decrees, fines, penalties and settlements actually and
   reasonably incurred by such person in connection with any action, suit
   or proceeding, whether civil, criminal, administrative or
   investigative, to which such person is a party by reason of his or her
   connection with the Registrant, provided that such person acted in
   good faith and in a manner he or she reasonably believed to be in the
   best interest of the Registrant, or, with respect to a criminal
   proceeding, has no reasonable cause to believe that his or her conduct
   was unlawful.
                                   - 3 -
The By-Laws of the Registrant provide that, except where a
   director or officer is substantially and finally successful on the
   merits, the Registrant may not indemnify a director or officer (unless
   ordered by a court) until after a determination has been made that
   indemnification of the director or officer is permissible because he
   or she met the applicable standards of conduct.  The Registrant also
   may not advance expenses prior to the disposition of an action, suit
   or proceeding until: (a) the director or officer provides the
   Registrant with a written affirmation of his or her good faith belief
   that he or she has met the applicable standards of conduct and an
   undertaking to repay the advance if it is ultimately determined that
   he or she did not meet the applicable standards of conduct, and (b) a
   determination has been made, that, based on the facts then known to
   those making the determination, the director or officer met the
   applicable standards of conduct.  The determination that a director or
   officer has met the applicable standards of conduct may be made by a
   majority vote of a quorum consisting of disinterested directors, a
   majority vote of a committee designated by the board of directors
   consisting of two or more disinterested directors (only if a quorum of
   the board cannot be obtained), special legal counsel or a majority
   vote of disinterested shareholders.

        As authorized under the Registrant's By-Laws and the Indiana BCL,
   the Registrant and its subsidiaries have insurance which insures
   directors and officers for acts committed as such directors or
   officers which are determined not to be indemnifiable under the
   Registrant's indemnity provisions.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement on page 7 hereof.  The Plan has been submitted in a timely
   manner to the Internal Revenue Service and has received a favorable
   determination that the Plan continues to be qualified under Section
   401 of the Internal Revenue Code.  All changes required by the
   Internal Revenue Service in order to continue to so qualify the Plan
   have been made.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
                                    - 4 -
(or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement; and

             (iii)   To include any material information with respect to
        the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   by the Registrant pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934 that are incorporated by reference in the
   registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and each filing
   of the Plan's annual report pursuant to Section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in
   the registration statement shall be deemed to be a new registration
   statement relating to the securities offered therein, and the offering
   of such securities at that time shall be deemed to be the initial BONA
   FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification
   is against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against
   such liabilities (other than the payment by the Registrant of expenses
   incurred or paid by a director, officer or controlling person of the
   Registrant in the successful defense of any action, suit or
   proceeding) is asserted by such director, officer or controlling
   person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has
   been settled by controlling precedent, submit to a court of
   appropriate jurisdiction the question whether such indemnification by
   it is against public policy as expressed in the Act and will be
   governed by the final adjudication of such issue.

                                    - 5 -
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 December 1, 1998.

                                      NIPSCO INDUSTRIES, INC.
                                           (Registrant)

                                      By:/s/ Gary L. Neale
                                         --------------------------------
                                             Gary L. Neale
                                             Chairman and President

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

        Each person whose signature appears below hereby constitutes and
   appoints Stephen P. Adik the true and lawful attorney-in-fact and
   agent of the undersigned, with full power of substitution and
   resubstitution, for and in the name, place and stead of the
   undersigned, in any and all capacities, to sign any and 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,
   and hereby grants to such attorney-in-fact and agent full power and
   authority to do and perform each and every act and thing requisite and
   necessary to be done, fully to all intents and purposes as the
   undersigned might or could do in person, hereby ratifying and
   confirming all that said attorney-in-fact and agent or his substitute
   or substitutes, 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        December 1, 1998
     -----------------------------    Director (Principal
           Gary L. Neale              Executive Officer)

                                           - 6 -
/s/   Stephen P. Adik            Executive Vice President       December 1, 1998
     -----------------------------    (Principal Financial
           Stephen P. Adik            Officer and Principal
                                      Accounting Officer)

     /s/   Steven C. Beering                   Director              December 1, 1998
     ----------------------------
           Steven C. Beering

     /s/   Arthur J. Decio                     Director              December 1, 1998
     ----------------------------
           Arthur J. Decio

     /s/   James T. Morris                     Director              December 1, 1998
     ----------------------------
           James T. Morris

     /s/   Denis E. Ribordy                    Director              December 1, 1998
     ----------------------------
           Denis E. Ribordy

     /s/   Ian M. Rolland                      Director              December 1, 1998
     ----------------------------
           Ian M. Rolland

     /s/   Edmund A. Schroer                   Director              December 1, 1998
     ----------------------------
           Edmund A. Schroer

     /s/   John W. Thompson                    Director              December 1, 1998
     ----------------------------
           John W. Thompson

     /s/   Robert J. Welsh                     Director              December 1, 1998
     ----------------------------
           Robert J. Welsh

     /s/   Carolyn Y. Woo                      Director              December 1, 1998
     ----------------------------
           Carolyn Y. Woo
- 7 -
THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Committee has duly caused this registration statement
   to be signed on its behalf by the undersigned, thereunto duly
   authorized, in the City of Westborough, State of Massachusetts, on
   January 5, 1999.

                                 BAY STATE GAS COMPANY 
                                 EMPLOYEE SAVINGS PLAN

                                 By:  /s/ Charles H. Tenney, III
                                     ___________________________________
                                     Charles H. Tenney, III
                                     Chairman of Benefits Committee

                                      /s/ William D. MacGillivray
                                     ___________________________________
                                     William D. MacGillivray
                                     Assistant Clerk of Benefits
                                     Committee

                                      /s/ Elizabeth A. Foley
                                     ___________________________________
                                     Elizabeth A. Foley
                                     Member of Benefits Committee

                                      /s/ Thomas W. Sherman
                                     ___________________________________
                                     Thomas W. Sherman
                                     Member of Benefits Committee

                                     

                                    - 8 -
EXHIBIT INDEX
                                -------------

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

   23                  Consent of Arthur Andersen LLP.

   24                  Powers of Attorney (contained on
                       the signature pages hereto). 

                                    - 9 -