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): December 1, 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 8.01. OTHER EVENTS

On December 1, 2008, NiSource Inc. (”NiSource“) completed the previously announced sale of Northern Utilities, Inc. and Granite State Gas Transmission, Inc. to Unitil Corporation for a total purchase price of approximately $200 million.

A copy of NiSource’s press release in connection with this transaction is attached to this Report as Exhibit 99.1 and is incorporated by reference to this Item 8.01.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated December 1, 2008.

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: December 5, 2008	By:	/s/ Jeffrey W. Grossman
		Name:	Jeffrey W. Grossman
		Title:	Vice President and Controller

EX-99.1

EXHIBIT 99.1

Press Release Source: NiSource Inc.

NiSource Completes Sale of Northern Utilities and Granite State Gas Transmission to Unitil
Corporation

MERRILLVILLE, Ind., Dec. 1 /PRNewswire-FirstCall/ — NiSource Inc. (NYSE: NI) today has completed the previously announced sale of Northern Utilities Inc. and Granite State Gas Transmission Inc. to Unitil Corporation for $160 million plus $41.6 million for working capital, including approximately $33.9 million of natural gas storage inventory.

“The successful sale of these assets puts NiSource into a position to focus even more closely on our long-term growth plan,” NiSource President and Chief Executive Officer Robert C. Skaggs, Jr. said. “NiSource is committed to building long-term growth by focusing 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.”

NiSource, which acquired Northern and Granite as part of the company’s larger acquisition of Bay State Gas Company in 1999, is retaining ownership of Bay State Gas as a core component of the company’s long-term, investment-driven growth strategy.

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 news release 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 restructuring of its 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. NiSource expressly disclaims a duty to update any of the forward-looking statements contained in this release.