8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2008

NiSource Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-16189

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 of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (877) 647-5990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

ITEM 7.01. REGULATION FD DISCLOSURE

On February 19, 2008, Unitil Corporation and NiSource Inc. (“NiSource”) issued the press release attached as Exhibit 99.1 announcing Unitil’s purchase of Northern Utilities, Inc. (Northern) and Granite State Gas Transmission, Inc. (Granite).

NiSource is providing, in Exhibit 99.2, a description of certain expected financial effects of the proposed transaction on NiSource.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
Number		Description
	99.1	Joint Press Release dated February 19, 2008 issued by Unitil Corporation and NiSource Inc.
	99.2	Fact Sheet dated February 19, 2008 prepared by NiSource Inc.

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 hereunto duly authorized.

		NiSource Inc. (Registrant)
Date: February 19, 2008	By:	/s/ Jeffrey W. Grossman Jeffrey W. Grossman
		Vice President and Controller

Exhibit
Number		Description
	99.1	Joint Press Release dated February 19, 2008 issued by Unitil Corporation and NiSource Inc.
	99.2	Fact Sheet dated February 19, 2008 prepared by NiSource Inc.

EX-99.1

Exhibit 99.1

Unitil Contact:	NiSource Contact:
George Gantz	Tom Cuddy
603-773-6569	219-647-5581
gantz@unitil.com	tcuddy@nisource.com
Investors:	Investors:
Mark Collin	Randy Hulen
603-773-6612	219-647-5688
collin@unitil.com	rghulen@nisource.com

Unitil to Purchase Northern Utilities from NiSource Inc.

Hampton, NH, and Merrillville, Ind. – February 19, 2008: Unitil Corporation (AMEX: UTL) and NiSource Inc. (NYSE:NI) today announced that Unitil has agreed to purchase Northern Utilities, Inc, (“Northern”) and Granite State Gas Transmission, Inc. (“Granite”), from NiSource for $160 million plus an estimated $25 million for natural gas storage inventory and other working capital items. The purchase is expected to be financed by newly issued common stock and debt. The transaction, which is expected to close by the fourth quarter of 2008, is subject to approval by the Maine Public Utilities Commission and the New Hampshire Public Utilities Commission, and review by certain federal agencies.

“Northern Utilities is a natural fit for Unitil,” said Robert G. Schoenberger, Unitil’s Chairman and Chief Executive Officer. “Our New Hampshire electric distribution operations already share many customers and communities with Northern and the acquisition underscores Unitil’s commitment to the region. We look forward to welcoming Northern’s employees to the Unitil companies and to delivering the same high quality service to our new customers that we have long provided to our current customers.”

Northern Utilities is a local natural gas distribution utility serving 52,000 customers in 44 communities in Maine and New Hampshire. Northern has 78 full-time employees. Granite’s operations consist of 86 miles of FERC-regulated gas transmission pipeline primarily located in Maine and New Hampshire. Granite’s principal business is delivering natural gas transportation services to Northern and providing access to inter-state natural gas pipeline supplies. Upon consummation of the transaction, both Northern and Granite would become wholly owned subsidiaries of Unitil Corporation.

“This acquisition significantly strengthens our gas utility operations and increases our customer base by 40%,” according to Mr. Schoenberger. “We believe natural gas provides a clean and economical energy option for residents and businesses in the region.”

NiSource Inc. acquired Northern and Granite in 1999 as part of the company’s larger acquisition of Bay State Gas Company (Bay State), which serves nearly 300,000 residential, commercial and industrial natural gas customers in Massachusetts. NiSource is retaining ownership of Bay State as a core component of the company’s long-term, investment-driven growth strategy.

“This transaction provides a true ‘win-win’ outcome,” NiSource President and Chief Executive Officer Robert C. Skaggs, Jr., noted. “Unitil is acquiring a quality set of assets uniquely suited to its growth strategy, while NiSource is able to focus even more closely on its own

long-term growth plan, which centers on commercial development and expansion of our natural gas pipeline and storage business, as well as investment-driven growth at our core regulated utility businesses, including Bay State. We expect this transaction to provide benefits to the customers, employees and shareholders of both companies.”

Unitil is being advised in this transaction by RBC Capital Markets Corporation and by the law firm of Dewey & LeBoeuf. NiSource is being advised in the transaction by The Blackstone Group and by the law firm of Schiff Hardin.

About Unitil

Unitil (AMEX: UTL) (www.unitil.com) is a public utility holding company with utility subsidiaries providing electric service in New Hampshire and electric and gas service in Massachusetts. Unitil serves 115,000 customers in 37 communities in the capital and seacoast regions of New Hampshire and in north central Massachusetts. Usource L.L.C., Unitil’s non-regulated business, offers energy brokerage services to large energy users throughout the northeast.

About NiSource

NiSource Inc. (NYSE: NI)(www.nisource.com), based in Merrillville, Indiana, is a Fortune 500 company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. NiSource operating companies deliver energy to 3.8 million customers located within a geographic corridor stretching from the Gulf Coast through the Midwest to New England.

Concerning Forward Looking Statements

This press release contains forward-looking statements, which are subject to the inherent uncertainties in predicting future results and conditions. All statements, other than statements of historical fact, are forward-looking statements. Certain factors that could cause the actual results to differ materially from those projected in these forward-looking statements include, but are not limited to, the following: variations in weather; changes in the regulatory environment; customers’ preferences on energy sources; general economic conditions; increased competition; fluctuations in supply, demand, transmission capacity and prices for energy commodities; and other uncertainties, all of which are difficult to predict, and many of which are beyond the control of Unitil Corporation and NiSource Inc. For a detailed discussion of the important factors that affect Unitil and NiSource and that could cause actual results to differ from those expressed or implied in their forward-looking statements, please refer to Unitil’s Annual Report on Form 10-K for the year ended December 31, 2007, and NiSource’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, each of which has been filed with the Securities and Exchange Commission.

EX-99.2

Exhibit 99.2

Fact Sheet February 19, 2008

Sale of Northern Utilities and Granite State Gas Transmission to Unitil

Below are some key facts in association with a joint news release issued today by NiSource Inc. and Unitil Corporation (available at www.nisource.com) regarding the sale of Northern Utilities, Inc. and Granite State Gas Transmission, Inc. to Unitil.

§	Sale Price: $160 million, plus working capital at the time of close. Historically, working capital has averaged $25 million.
§	Financial Impacts for NiSource: The transaction is expected to be mildly accretive to NiSource earnings (approximately 1 cent per share in 2009). The transaction also is expected to be favorable to NiSource’s credit profile, as proceeds will be used to pay down debt.
§	Anticipated Sale Closing: The transaction is expected to be complete by year-end 2008, pending state regulatory commission approvals in Maine and New Hampshire and review by certain federal agencies.
§	Strategic Rationale: Sale provides cash proceeds for debt retirement, is mildly accretive to earnings, and enables NiSource to focus on its long-term growth plan, which centers on commercial development and expansion of natural gas pipeline and storage business, as well as investment-driven growth at regulated utility businesses.
§	Background on NiSource Ownership of Northern Utilities and Granite State: NiSource purchased Northern Utilities and Granite State as part of its larger overall purchase of Bay State Gas Company and its subsidiaries in 1999 for $1.1 billion, inclusive of working capital.
§	Retention of Bay State Gas: NiSource is retaining Bay State Gas Company as a component of its long-term, investment-driven growth strategy for its core regulated utility businesses.
§	Discontinued Operations: NiSource will account for Northern Utilities and Granite State as discontinued operations, and the transaction is expected to result in an after tax book loss of approximately $65 million to be recorded in the first quarter of 2008.

FOR ADDITIONAL INFORMATION

Media	Investors
Tom Cuddy	Randy Hulen
Director, Communications	Director, Investor Relations
(219) 647-5581	(219) 647-5688
tcuddy@nisource.com	rghulen@nisource.com

NISOURCE FACT SHEET
February 19, 2008
Page 2 of 2

About NiSource

NiSource Inc. (NYSE: NI), based in Merrillville, Ind., is a Fortune 500 company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. NiSource operating companies deliver energy to 3.8 million customers located within the high-demand energy corridor stretching from the Gulf Coast through the Midwest to New England. Information about NiSource and its subsidiaries is available via the Internet at www.nisource.com. NI-F

Forward-Looking Statements

This fact sheet includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Those statements include statements regarding the intent, belief or current expectations of NiSource and its management. Although NiSource believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Readers are cautioned that the forward-looking statements in this presentation are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following: weather; fluctuations in supply and demand for energy commodities; growth opportunities for NiSource’s businesses; increased competition in deregulated energy markets; the success of regulatory and commercial initiatives; dealings with third parties over whom NiSource has no control; the success of NiSource’s restructured outsourcing agreement; actual operating experience of NiSource assets; the regulatory process; regulatory and legislative changes; changes in general economic, capital and commodity market conditions; and counter-party credit risk.

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