SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 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 17, 2000



                                NISOURCE INC.
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           (Exact Name of Registrant as Specified in Its Charter)


           Indiana                 1-9779               35-1719974
       (State or Other        (Commission File         (IRS Employer
         Jurisdiction              Number)          Identification No.)
      of Incorporation)


   801 E. 86th Avenue, Merrillville, Indiana              46410
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   (Address of Principal Executive Offices)             (Zip Code)


   Registrant's telephone number, including area code  (219) 853-5200
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        (Former Name or Former Address, if Changed Since Last Report)





   ITEM 5.   OTHER EVENTS

        On February 17, 2000, the Board of Directors of NiSource Inc.
   (the "Company") declared a dividend distribution of one Right for each
   outstanding Common Share, without par value, of the Company (the
   "Common Shares") to the shareholders of record on March 12, 2000 (the
   "Record Date").  Each Right, when exercisable, initially entitles the
   registered holder to purchase from the Company one one-hundredth of a
   share of Series A Junior Participating Preferred Shares, without par
   value, of the Company (the "Preferred Shares") at a price of $60 per
   one one-hundredth of a share (the "Purchase Price"), subject to
   adjustment.  The description and terms of the Rights are set forth in
   a Rights Agreement (the "Rights Agreement") between the Company and
   Harris Trust and Savings Bank, as Rights Agent (the "Rights Agent").
   The Rights will replace the preferred share purchase rights which were
   initially distributed to the Company's shareholders by a dividend in
   1990 and which expire by their own terms on March 12, 2000.

        Initially, the Rights are not exercisable.  The Rights become
   exercisable upon the earlier to occur of (i) the tenth business day
   after a public announcement that a person or group of affiliated or
   associated persons acquired, or obtained the right to acquire,
   beneficial ownership of Common Shares or other securities of the
   Company representing 25% or more of the voting power of all securities
   of the Company then outstanding generally entitled to vote for the
   election of directors ("Voting Power") (such person or group being
   called an "Acquiring Person" and such date of first public
   announcement being called the "Share Acquisition Date"), or (ii) the
   tenth business day (or such later date as the Board of Directors may
   determine) after the commencement of, or announcement of an intention
   to make, a tender offer or exchange offer which would result in any
   person or group of affiliated or associated persons becoming an
   Acquiring Person (the earlier of such dates being called the
   "Distribution Date").

        Until the Distribution Date (or earlier redemption or expiration
   of the Rights), (i) the Rights will be evidenced by the Common Share
   certificates and will be transferred only with the Common Share
   certificates, (ii) new Common Share certificates issued after the
   Record Date upon transfer or new issuance of the Company's Common
   Shares will contain a notation incorporating the Rights Agreement by
   reference, and (iii) the surrender for transfer of any of the
   Company's Common Share certificates outstanding as of the Record Date
   will also constitute the transfer of the Rights associated with the
   Common Shares represented by such certificate.  As soon as practicable
   following the Distribution Date, separate certificates evidencing the
   Rights ("Right Certificates") will be mailed to holders of record of
   the Company's Common Shares as of the close of business on the
   Distribution Date and, thereafter, such separate Right Certificates
   alone will evidence the Rights.



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        The Rights are not exercisable until the Distribution Date.  The
   Rights will expire on March 12, 2010, unless earlier redeemed or
   exchanged by the Company or rendered unexercisable as described below.

        The Preferred Shares are a series of preferred shares that rank
   junior to any other series of preferred shares of the Company (unless
   the terms of such series provide otherwise).  Each Preferred Share
   will be entitled to a minimum preferential quarterly dividend payment
   of $26 per share but will be entitled to an aggregate dividend of 100
   times the dividend declared per Common Share.  In the event of
   liquidation, the holders of the Preferred Shares will be entitled to a
   minimum preferential liquidation payment of $6,000 per share but will
   be entitled to an aggregate payment of 100 times any liquidation
   payment made per Common Share.  Each Preferred Share will have 100
   votes, voting together with the Common Shares.  Finally, in the event
   of any merger, consolidation or other transaction in which Common
   Shares are exchanged, each Preferred Share will be entitled to receive
   100 times the amount received per Common Share.  These rights are
   protected by customary antidilution provisions.  Preferred Shares
   purchasable upon exercise of the Rights will not be redeemable.  The
   dividend, liquidation and voting rights of the Preferred Shares are
   designed so that the value of one one-hundredth of a Preferred Share
   purchaseable upon exercise of each Right should approximate the value
   of one Common Share.

        If any person becomes the beneficial owner of Common Shares or
   other securities of the Company representing 25% or more of the Voting
   Power (i.e., becomes an Acquiring Person), each holder of a Right,
   other than Rights beneficially owned by any Acquiring Person on or
   after the Distribution Date (which will thereafter be void), will
   thereafter have the right to receive upon exercise that number of
   Common Shares having a market value of two times the exercise price of
   the Right, unless the event causing the 25% beneficial ownership
   threshold to be crossed is a tender offer or exchange offer for all
   outstanding Common Shares, at a price and on terms determined by the
   Board of Directors of the Company, after receiving advice from one or
   more investment banking firms, to be fair to shareholders and
   otherwise in the best interests of the Company and its shareholders (a
   "Qualified Offer").

        If, on or after the Share Acquisition Date, the Company is
   acquired in a merger or other business combination in which the
   Company is not the survivor or in which the Company is the survivor
   but the Common Shares are changed into or exchanged for securities of
   another entity, cash or other property, or 50% or more of the assets
   or earning power of the Company and its subsidiaries is sold, proper
   provision shall be made so that each holder of a Right, other than
   Rights beneficially owned by the Acquiring Person on or after the
   Distribution Date (which will thereafter be void), will thereafter
   have the right to receive, upon the exercise thereof at the then
   current exercise price of the Right, that number of common shares of
   the acquiring company which at the time of such transaction would have

                                     -3-





   a market value of two times the exercise price of the Right.
   Notwithstanding the foregoing, the Rights will not be exercisable as
   set forth in this paragraph in the event any such merger or other
   business combination is consummated with an Acquiring Person which
   acquired its shares pursuant to a Qualified Offer, provided that the
   price per Common Share offered in the merger or other business
   combination is not less than the price paid in the Qualified Offer and
   the form of consideration offered in the merger or other business
   combination is the same as that paid in the Qualified Offer.

        At any time after the Rights become exercisable for Common Shares
   (or common shares of the acquiring company), the Board of Directors of
   the Company may exchange the unexercised Rights (other than Rights
   beneficially owned on or after the Distribution Date by an Acquiring
   Person that have become void), in whole or in part, at an exchange
   ratio of one Common Share, or one one-hundredth of a Preferred Share
   (or of a share of a class or series of the Company's preferred shares
   having equivalent rights, preferences and privileges), per Right
   (subject to adjustment).

        The Purchase Price payable, and the number of one one-hundredths
   of a Preferred Share or other securities or property issuable, upon
   exercise of the Rights are subject to adjustment from time to time to
   prevent dilution (i) in the event of a share dividend on, or a
   subdivision, combination or reclassification of the Preferred Shares,
   (ii) upon the grant to holders of Preferred Shares of certain rights,
   options or warrants to subscribe for Preferred Shares or convertible
   securities at less than the current market price of the Preferred
   Shares or (iii) upon the distribution to holders of Preferred Shares
   of evidences of indebtedness or assets (excluding (a) a regular
   periodic cash dividend out of earnings or retained earnings, (b) a
   special cash dividend out of earnings or retained earnings, or (c) a
   dividend payable in Preferred Shares) or of subscription rights,
   options or warrants (other than those referred to above).

        The number of outstanding Rights and the number of one one-
   hundredths of a Preferred Share issuable upon exercise of each Right
   are also subject to adjustment in the event of a share split of the
   Common Shares or a share dividend on the Common Shares payable in
   Common Shares or certain other changes affecting the number of Common
   Shares occurring, in any such case, prior to the Distribution Date.

        With certain exceptions, no adjustment in the Purchase Price will
   be required until cumulative adjustments require an adjustment of at
   least 1% in such Purchase Price.  No fractional Rights or shares will
   be issued (other than fractions that are integral multiples of one
   one- hundredth of a Preferred Share, which may, at the Company's
   election, be evidenced by depositary receipts) and, in lieu thereof, a
   cash payment will be made based on the market price of the Rights or
   the shares on the last trading date prior to, respectively, the date
   on which the fractional Right would have otherwise been issuable or
   the date of exercise.

                                     -4-





        At any time prior to the close of business on the tenth business
   day following the Share Acquisition Date, the Board of Directors of
   the Company may, at its option, redeem the Rights in whole but not in
   part, at a price of $.01 per Right (the "Redemption Price").
   Immediately upon the authorization of the redemption of the Rights by
   the Board of Directors of the Company, the Rights will terminate and
   the only right of the holders of Rights will be to receive the
   Redemption Price.

        Until a Right is exercised, the holder thereof, as such, will
   have no rights as a shareholder of the Company, including, without
   limitation, the right to vote or to receive dividends.

        The Board of Directors of the Company may amend the Rights
   Agreement.  After the Distribution Date, however, the Board of
   Directors of the Company may amend the Rights Agreement only to cure
   any ambiguity, to cure any defective or inconsistent provisions, to
   make changes which do not adversely affect the interest of the holders
   of the Rights (other than an Acquiring Person) or to shorten or
   lengthen any time period under the Rights Agreement including the
   period for redemption; provided that no amendment to adjust the time
   period governing redemption may be made at any time when the Rights
   are not redeemable.  In addition, no supplement or amendment may be
   made which changes the Redemption Price  or the number of one one-
   hundredths of a Preferred Share for which a Right is exercisable.

        The Rights Agreement is filed herewith as Exhibit 4.1 and is
   incorporated herein by reference. The foregoing summary description of
   the Rights does not purport to be complete and is qualified in its
   entirety by reference to the full text of the Rights Agreement.

   ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
             EXHIBITS

             (c)  EXHIBITS.  The following exhibit is filed herewith:

             4.1  Rights Agreement, dated as of February 17, 2000,
                  between NiSource Inc. and Harris Trust and Savings
                  Bank, as Rights Agent (incorporated by reference to
                  Exhibit 4.1 to NiSource Inc.'s Form 8-A filed with the
                  Securities and Exchange Commission on February 24,
                  2000).











                                     -5-





                                  SIGNATURE


        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)



   Dated:  February 24, 2000        By:    /s/ Stephen P. Adik
                                           ------------------------------
                                           Name:  Stephen P. Adik
                                           Title:  Senior Executive
                                                    Vice President and
                                                    Chief Financial Officer

























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