NISOURCE INC/DE, POS AM, 2000-11-28

NISOURCE INC/DE
POS AM, 2000-11-28
ELECTRIC & OTHER SERVICES COMBINED

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As filed with the Securities and Exchange Commission on November 28, 2000.

REGISTRATION NO. 333-33896-01
======================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________

POST-EFFECTIVE
AMENDMENT NO. 14
ON
FORM S-3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________

NISOURCE INC.
(Formerly named "New 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 number)

801 EAST 86TH AVENUE
MERRILLVILLE, INDIANA 46410
(219) 853-5200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

STEPHEN P. ADIK
801 EAST 86TH AVENUE
MERRILLVILLE, INDIANA 46410
(219) 853-5200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

WITH A COPY TO:
Frederick L. Hartmann
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5500
___________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM
TIME TO TIME AFTER THIS POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT HAS BECOME EFFECTIVE.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
--------------------------- ---------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Shares, $.01 par value
(including associated preferred
share purchase rights) of NiSource 3,500,000 (1) (1) (1)
Inc.

</TABLE>

(1) A registration fee with respect to these shares was previously
paid in connection with the filing by NiSource Inc., a Delaware
corporation (formerly named "New NiSource Inc.") (the "Company")
and NiSource Inc., an Indiana corporation that merged into the
Company, effective November 1, 2000 ("Old NiSource") of the
Registration Statement on Form S-4 (File No. 333-33896-01), which
was declared effective April 24, 2000. See Explanatory Note
below.

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission acting pursuant to said Section 8(a) may determine.

EXPLANATORY NOTE

The Company hereby amends the Registration Statement on Form S-4
(File No. 333-33896-01), effective _____, 2000 by filing this Post-
Effective Amendment No. 14 on Form S-3 relating to 3,500,000 common
shares of the Company, $.01 par value per share (including associated
preferred share purchase rights) (the "Common Shares"), issuable under
the Columbia Savings Plan (the "Plan").

On November 1, 2000, the mergers of Old NiSource and Columbia
Energy Group ("Columbia") (the "Merger") were completed. Upon
completion of the Merger, Columbia became a wholly-owned subsidiary of
the Company and Old NiSource merged into the Company. Pursuant to the
Merger Agreement, the Company, Old NiSource and Columbia took the
necessary actions to cause the Common Shares to be issuable under the
Plan when the Merger was completed. Accordingly, neither Old
NiSource's common shares nor Columbia's common shares are issuable
under the Plan.

This Registration Statement relates to 3,500,000 Common Shares
registered on the Form S-4 that were not issued at the time of the
Merger and that are issuable under the Plan on and after the
Merger.

SUBJECT TO COMPLETION - DATED NOVEMBER 28, 2000

PROSPECTUS

NISOURCE INC.

3,500,000 Common Shares, $.01 Par Value

COLUMBIA SAVINGS PLAN

This Prospectus relates to common shares of NiSource Inc. which
may be offered and sold under the Columbia Savings Plan (the "Plan")
to Plan participants who ceased to be employees of Columbia Energy
Group and its subsidiaries on or prior to November 1, 2000.

Our common shares are traded on the New York Stock Exchange under
the symbol "NI". On November 27, 2000, the closing sale price of the
common shares on the New York Stock Exchange was $24 9/16 per share.

The mailing address and telephone number of NiSource's principal
executive offices are: 801 East 86th Avenue, Merrillville, Indiana
46410, telephone number (219) 853-5200. This Prospectus should be
retained for future reference.

_________________________

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

_________________________

The date of this Prospectus is November __, 2000

The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

You should rely only on the information provided or incorporated by
reference in this Prospectus. The information in this Prospectus is
accurate as of the date on these documents, and you should not assume
that it is accurate as of any other date.

TABLE OF CONTENTS
PAGE
----

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . 6

COLUMBIA SAVINGS PLAN PROSPECTUS . . . . . . . . . . . . . . . . 8

APPENDIX DATED NOVEMBER, 2000 TO SUMMARY PLAN DESCRIPTION DATED
NOVEMBER, 2000 . . . . . . . . . . . . . . . . . . . . . . . 9

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 12

COLUMBIA SAVINGS PLAN SUMMARY PLAN DESCRIPTION . . . . . . . . . 12

COLUMBIA SAVINGS PLAN . . . . . . . . . . . . . . . . . . . . . . 12
ELIGIBILITY AND ENROLLMENT . . . . . . . . . . . . . . . . . 14
NAMING A BENEFICIARY . . . . . . . . . . . . . . . . . 14
YOUR CONTRIBUTIONS TO THE PLAN . . . . . . . . . . . . . . . 15
BEFORE-TAX OR AFTER-TAX? . . . . . . . . . . . . . . . 15
ROLLOVER CONTRIBUTIONS . . . . . . . . . . . . . . . . 18
COLUMBIA'S MATCHING CONTRIBUTION . . . . . . . . . . . . . . 18
IF YOU ARE HIRED ON OR AFTER JANUARY 1, 2000 . . . . . 18
IF YOU WERE HIRED BEFORE 2000 AND PARTICIPATE IN THE
RETIREMENT PLAN ACCOUNT BALANCE APPROACH . . . . . 19
IF YOU WERE HIRED BEFORE 2000 AND PARTICIPATE IN THE
RETIREMENT PLAN FINAL AVERAGE PAY APPROACH . . . . 19
THE VALUE OF THE MATCH . . . . . . . . . . . . . . . . . . . 20
YOUR INVESTMENT OPTIONS . . . . . . . . . . . . . . . . . . 21
STATEMENT OF YOUR ACCOUNT . . . . . . . . . . . . . . . . . 27
LOANS FROM THE PLAN . . . . . . . . . . . . . . . . . . . . 27
WITHDRAWALS WHILE YOU'RE STILL WORKING . . . . . . . . . . . 28
TAXES ON WITHDRAWALS . . . . . . . . . . . . . . . . . 29
WITHDRAWALS OF YOUR AFTER-TAX, ROLLOVER AND COLUMBIA'S
MATCHING CONTRIBUTIONS . . . . . . . . . . . . . 29
FINANCIAL HARDSHIP WITHDRAWALS OF BEFORE-TAX
CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 30
WHAT HAPPENS TO YOUR ACCOUNT WHEN YOU'RE DISABLED OR ON
LEAVE . . . . . . . . . . . . . . . . . . . . . . . . . 31
WHEN YOUR ACCOUNT IS PAID . . . . . . . . . . . . . . . . . 31
TAX ADVANTAGES FOR YOU . . . . . . . . . . . . . . . . . . . 32
ROLLOVERS . . . . . . . . . . . . . . . . . . . . . . . 33
WHEN BENEFITS ARE NOT PAID . . . . . . . . . . . . . . . . . 33
WHEN PARTICIPATION ENDS . . . . . . . . . . . . . . . . . . 34
PLAN ADMINISTRATION . . . . . . . . . . . . . . . . . . . . 34
TYPE OF PLAN AND GENERAL INFORMATION . . . . . . . . . . . . 35
PLAN YEAR . . . . . . . . . . . . . . . . . . . . . . . . . 35
PLAN TRUSTEE AND INVESTMENT MANAGERS . . . . . . . . . . . . 35
VOTING OF NISOURCE COMMON STOCK AND OTHER ISSUES RELATING TO
SHARE OWNERSHIP OF NISOURCE . . . . . . . . . . . . . . 35

PLAN EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 36
PLAN AND EMPLOYER I.D. NUMBERS . . . . . . . . . . . . . . . 36
PLAN SPONSOR/ADMINISTRATOR . . . . . . . . . . . . . . . . . 36
PARTICIPATING COLUMBIA COMPANIES . . . . . . . . . . . 37
PLAN DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . 37
ASSIGNMENT OF BENEFITS . . . . . . . . . . . . . . . . . . . 38
QDRO . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
IF THE SAVINGS PLAN BECOMES TOP HEAVY . . . . . . . . . . . 38
FUTURE OF THE PLAN . . . . . . . . . . . . . . . . . . . . . 38
PLAN COVERAGE FOR BARGAINING UNIT EMPLOYEES . . . . . . . . 39
YOUR RIGHT TO APPEAL . . . . . . . . . . . . . . . . . . . . 39
YOUR ERISA RIGHTS . . . . . . . . . . . . . . . . . . . . . 39
YOUR EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . 41
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
ONLY NISOURCE CAN GIVE YOU INFORMATION . . . . . . . . . . . 41
RESTRICTIONS ON RESALES BY OFFICERS AND DIRECTORS . . . . . 41

THE COMPANY

On November 1, 2000, New NiSource Inc. (the "Company"), a new
company formed by NiSource Inc. ("NiSource"), completed the
acquisition by merger of Columbia Energy Group ("Columbia").
Effective November 1, 2000, the Company changed its name to "NiSource
Inc." Upon completion of the merger, Columbia became a wholly-owned
subsidiary of the Company, and the Company continues the businesses
conducted by NiSource and Columbia prior to the merger. The fiscal
year of the Company ends on December 31 of each year. The Company
is a Delaware corporation with its corporate headquarters in
Merrillville, Indiana.

The Company is a super-regional energy and utility-based holding
company that provides natural gas, electricity, water and energy
related services for residential, commercial and industrial uses
through a number of regulated and non-regulated subsidiaries. The
Company has over 3.6 million gas and electric customers located
primarily in nine states and is the leading gas competitor within the
key energy corridor between the Gulf Coast and the Northeast. The
Company is a registered holding company under the Public Utility
Holding Company Act of 1935. The Company's principal executive
offices are located at 801 East 86th Avenue, Merrillville, Indiana
46410, and its telephone number is (219) 853-5200.

NATURAL GAS. The Company's gas business is comprised of
regulated gas utilities and gas transmission companies that operate in
nine states. The Company is the largest gas company east of the
Rockies based on customers, and has the nation's second largest volume
of gas sales with 911 million cubic feet per day.

Through its wholly-owned subsidiary, Columbia Energy Group, the
Company owns five distribution subsidiaries that provide natural gas
services to nearly 2.1 million residential commercial and industrial
customers in Ohio, Pennsylvania, Virginia, Kentucky and Maryland. The
Company also distributes natural gas to approximately 751,000
customers in northern Indiana through three subsidiaries: Northern
Indiana Public Service Company, Kokomo Gas and Fuel Company and
Northern Indiana Fuel and Light Company, Inc. Additionally, the
Company's subsidiaries, Bay State Gas Company and Northern Utilities,
Inc. distribute natural gas to more than 320,000 customers in the
areas of Brockton, Lawrence and Springfield, Massachusetts, Lewiston
and Portland, Maine, and Portsmouth, New Hampshire.

The Company's subsidiaries Columbia Gas Transmission Corporation
and Columbia Gulf Transmission Company own and operate an interstate
pipeline network of approximately 16,250 miles extending from offshore
in the Gulf of Mexico to Lake Erie, New York and the eastern seaboard.
Together, Columbia Gas Transmission and Columbia Gulf serve customers
in 15 northeastern, mid-Atlantic, midwestern, and southern states and
the District of Columbia. In addition, Columbia Gas Transmission

operates one of the nation's largest underground natural gas storage
systems. Columbia Gas Transmission is also participating in the
proposed 442-mile Millennium Pipeline Project that has been submitted
to the FERC for approval. As proposed, the project will transport
approximately 700,000 Mcf of natural gas per day from the Lake Erie
region to eastern markets.

The Company's wholly-owned subsidiary, Crossroads Pipeline
Company, owns and operates a 201-mile, 20 inch diameter interstate
pipeline extending from the northwestern corner of Indiana (near the
border with Chicago) eastward into Ohio. Another wholly-owned Company
subsidiary, Granite State Transmission, owns and operates a 105-mile,
6 to 12 inch diameter interstate pipeline that extends from Haverhill,
Massachusetts in a northeasterly direction to Maine. In addition to
the Crossroads and Granite State pipelines, the Company owns a 19%
share of Portland Natural Gas Transmission System, a 292-mile pipeline
built to bring Canadian gas from New Brunswick into Maine, New
Hampshire and Massachusetts in order to increase the gas supply to the
region.

ELECTRICITY. The Company generates and distributes electricity
to the public through its subsidiary Northern Indiana Public Service
Company. Northern Indiana provides electric service to approximately
426,000 customers in 30 counties in the northern part of Indiana, with
an area of approximately 12,000 square miles and a population of
approximately 2.2 million. In addition, the Company develops
unregulated power projects through its subsidiary, Primary Energy,
Inc. Primary Energy works with industrial customers in managing the
engineering, construction, operation and maintenance of "inside the
fence" cogeneration plants that provide cost-effective, long-term
sources of energy for energy-intensive facilities.

WATER. Through its wholly-owned subsidiary IWC Resources
Corporation and its subsidiaries, the Company supplies water to
residential, commercial and industrial customers and for fire
protection service in Indianapolis, Indiana and surrounding areas.

NON-REGULATED ENERGY SERVICES. The Company provides non-
regulated energy services through its wholly-owned subsidiary Energy
USA, Inc. Through its subsidiaries and investments, Energy USA
provides to customers in 22 states a variety of energy-related
services, including gas marketing and asset management services,
pipeline construction and underground utility locating and marking
services. The Company expanded its gas marketing and trading
operations with the April 1999 acquisition of TPC Corporation, now
renamed Energy USA-TPC Corp., a natural gas asset management company.
Through Columbia, it also owns Columbia Energy Resources, Inc., an
exploration and production subsidiary that explores for, develops,
gathers and produces natural gas and oil in Appalachia and Canada. In
addition, the Company has invested in a number of distributed
generation technologies, including fuel cells and microturbine
ventures.

In the merger, each Columbia shareholder received, for each of
their Columbia common shares, either:

(1) $70 in cash, and $2.60 stated amount of a Company SAILS,
which is a unit consisting of a zero coupon debt
security and a forward equity contract having the terms
described under "Description of the SAILS" in the Company's
Joint Proxy Statement/Prospectus dated April 24, 2000,
incorporated by reference under the heading "Where You Can
Find More Information" below; or

(2) based on Columbia shareholder elections and subject to
proration, the number of Company common shares equal to $74
divided by the average closing price of NiSource common
shares for the 30 consecutive trading days ending two
trading days before the completion of the merger, but not
more than 4.4848 shares (plus cash in lieu of fractional
shares, if any).

Columbia common shares held in the Columbia Common Stock Fund
under the Plan were converted into Company common shares, SAILS
and cash.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to the public at the SEC's
web site at HTTP://WWW.SEC.GOV.

The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until our offering is completed:

1. The Annual Report on Form 10-K of NiSource for the fiscal year
ended December 31, 1999;

2. The Annual Report on Form 10-K and Form 10-K/A of Columbia for
the fiscal year ended December 31, 1999;

3. The Quarterly Reports on Form 10-Q of NiSource for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30,
2000;

4. The Quarterly Reports on Form 10-Q of Columbia for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30,
2000;

5. The Current Reports on Form 8-K of NiSource dated February 14,
2000, February 24, 2000, March 3, 2000, April 3, 2000, April 25,
2000, June 13, 2000, September 1, 2000 and September 13, 2000;

6. The Current Reports on Form 8-K of Columbia dated January 25,
2000, April 13, 2000, May 3, 2000, May 12, 2000, May 22, 2000,
June 2, 2000, June 15, 2000 and July 14, 2000;

7. The Current Reports on Form 8-K and Form 8-K/A of the Company
dated November 1, 2000, November 3, 2000, November 6, 2000,
November 7, 2000 and November 21, 2000;

8. The description of our Common Shares contained in our Joint Proxy
Statement / Prospectus dated April 24, 2000;

9. The description of our Rights contained in our Joint Proxy
Statement / Prospectus dated April 24, 2000; and

10. The description of our SAILS contained in our Joint Proxy
Statement / Prospectus dated April 24, 2000.

You may request a copy of these filings at no cost, by writing to
or telephoning us at the following address:

NiSource Inc. (Attn: Shareholder Services)
801 East 86th Avenue
Merrillville, Indiana 46410
(219) 853-5200

You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to
provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You
should not assume that the information is this prospectus is accurate
as of any date other than the date on the front of the document

COLUMBIA SAVINGS PLAN PROSPECTUS

The prospectus for the Columbia Savings Plan includes (i) the
Appendix dated November, 2000 to the Columbia Savings Plan Summary
Plan Description dated November, 2000, and (ii) the Columbia Savings
Plan Summary Plan Description dated November, 2000.

APPENDIX

THIS DOCUMENT CONSTITUTES PART OF A SECTION 10(A) PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933

COLUMBIA SAVINGS PLAN

APPENDIX DATED NOVEMBER, 2000
TO
SUMMARY PLAN DESCRIPTION DATED NOVEMBER, 2000

This Appendix provides certain current and updated information
regarding the Plan identified above, which is fully described in the
Prospectus and Summary Plan Description to which this Appendix
relates. Capitalized terms in this Appendix have the same meaning
assigned in the Prospectus and Summary Plan Description.

MERGER

On November 1, 2000, NiSource Inc. ("NiSource") and Columbia
Energy Group ("Columbia") merged to form a new company, New NiSource
Inc. (the "Company"). Effective November 1, 2000, the Company
changed its name from New NiSource Inc. to NiSource Inc. Upon
completion of the merger, Columbia became a wholly-owned subsidiary of
the Company, and the Company continues the businesses conducted by
NiSource and Columbia prior to the merger. The fiscal year of the
Company ends on December 31 of each year. The Company is a
Delaware corporation with its corporate headquarters in Merrillville,
Indiana. All references in the Plan and the Summary Plan Description
to NiSource common shares are now references to common shares of the
Company, par value $.01 per share ("Common Shares"). Except as
described below, all of the terms of the Plan will continue to apply.

In the merger, each Columbia shareholder received, for each of
their Columbia common shares, either:

1. $70 in cash, and $2.60 stated amount of a Company SAILS {SM},
which is a unit consisting of a zero coupon debt security and a
forward equity contract having the terms described under
"Description of the SAILS" in the Company's Joint Proxy
Statement/Prospectus dated April 24, 2000, incorporated by
reference under the heading "Where You Can Find More Information"
below; or

2. based on Columbia shareholder elections and subject to proration,
the number of Company Common Shares equal to $74 divided by the
average closing price of NiSource common shares for the 30
consecutive trading days ending two trading days before the
completion of the merger, but not more than 4.4848 shares (plus
cash in lieu of fractional shares, if any).

Units in the Columbia Stock Fund under the Plan were converted
to units of the Company Stock Fund, cash and units in the
SAILS Fund. Units in the Company attributable to Columbia common shares
held in Employer Sources will be restricted from exchange into other
investment funds until participants reach age 50. Units in the Company
Stock Fund attributable to Before-Tax Sources, After-Tax Sources and
Rollover Contribution Sources may be reinvested in other investment funds
pursuant to a participant's investment election. The cash attributable
to units in the Company Stock Fund held in Employer Sources, Before-Tax
Sources, After-Tax Sources and Rollover Contribution Sources has been
invested in the Fidelity Retirement Money Market Portfolio, but may
be reinvested in other investment funds pursuant to a participant's
investment election. The SAILS will remain in the SAILS Fund
until sold by the Plan pursuant to the direction of an independent
fiduciary appointed by the Plan. Periodically, the cash consideration
received upon the sale of the SAILS will be transferred to the
Fidelity Retirement Money Market Portfolio and may be reinvested in
other investment funds pursuant to a participant's investment election.

FINANCIAL INFORMATION

Certain information regarding the performance of the funds
described below has been extracted from materials provided to Columbia
and the Company by the funds. Neither Columbia nor the Company has
made any independent review of the accuracy of this information and,
accordingly, makes no warranty or representation concerning this
information. Performance information related to an investment in the
funds will be updated periodically and can be obtained from Fidelity
Management Trust Company, 99 High Street, Boston, Massachusetts 02110;
telephone (800) 305-401K or on the internet at www.401k.com.

COLUMBIA SAVINGS PLAN
INVESTMENT OPTIONS

YTD Annual Annual Annual Annual Annual
Return Return Return Return Return Return
As of 9/30/00 1999 1998 1997 1996 1995
Fund Name % % % % % %
--------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Fidelity Retirement Money Market 4.60 5.04 5.36 5.43 5.31 5.79
PIMCO Low Duration Instl 5.44 2.97 7.16 8.24 6.14 11.93
Fidelity Intermediate Bond 6.06 0.96 7.32 7.57 3.65 12.81
PIMCO Total Return Instl 7.06 -0.28 9.77 10.17 4.69 19.79
PIMCO Long-Term US Govt Inst 11.50 -7.99 13.40 15.02 0.72 31.59

Fidelity Balanced 4.27 8.86 20.22 23.45 9.34 14.90
Fidelity Equity-Income 4.48 7.15 12.61 29.98 21.03 31.81
Fidelity Growth & Income 2.06 10.42 28.31 30.17 20.02 35.38
Fidelity Spartan US Eq Idx -1.46 20.66 28.49 33.04 22.73 37.18
PIMCO StocksPlus Instl -1.08 20.13 28.33 32.85 23.07 40.52

Fidelity Contrafund -0.28 25.03 31.57 23.00 21.94 36.28
Fidelity Growth Company 12.01 79.48 27.23 18.91 16.81 39.61
Fidelity Magellan 0.11 24.05 33.63 26.59 11.69 36.82
Vanguard US Growth 6.41 22.28 39.98 25.93 26.05 38.44
Berger Small Cap Value Inst 14.77 14.69 1.83 36.93 25.60 26.09

Dreyfus Emerging Leaders 6.59 38.26 8.56 33.91 37.40 n/a
MAS Small Cap Value Inst 4.90 26.02 -1.42 30.63 35.15 21.04
Fidelity Overseas -11.64 42.89 12.84 10.92 13.10 9.06
EuroPacific Growth -10.76 56.97 15.54 9.19 18.64 12.87
Fidelity Europe -2.30 18.69 20.77 22.89 25.63 18.84
Fidelity Pacific Basin -23.49 119.61 8.26 -15.10 -2.76 -6.12

NiSource Stock Fund * 12.8 16.1 16.1 15.9 15.5
</TABLE>

Data presented is for the NiSource Stock Fund before NiSource's
merger with Columbia Energy Group effective November 1, 2000. The
Company consists of the old NiSource and Columbia Energy Group and
thus the returns above are not necessarily applicable for the
Company. In addition, the rate of return for the NiSource Stock
Fund may include expenses that are applicable to the NiSource plans
but are not applicable to the Columbia Savings Plan. Past performance
is not indicative of future performance.

All data presented is net of expenses.

Source: Morningstar, Inc. except for Fidelity Retirement Money Market
and NiSource Stock Fund.

* Year to date information is not available for the NiSource Stock Fund.

AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission
covering up to 3,500,000 Common Shares, to be offered and sold under
the Plan to Plan participants who ceased to be employees of Columbia
and its affiliates on or prior to November 1, 2000.

The Company will provide, without charge, to each person eligible
to participate in the Plan, upon written or oral request, (i) a copy
of any of the documents which are incorporated by reference in the
Registration Statement, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) and (ii)
a copy of its Annual Report to Shareholders for its most recent fiscal
year. The documents incorporated by reference in the Registration
Statement are hereby specifically incorporated by reference in this
Prospectus. Requests for copies of such documents should be directed
to NiSource Inc., Attention: Shareholder Services, 801 East 86th Avenue,
Merrillville, Indiana 46410, Telephone (219) 853-5200.

COLUMBIA SAVINGS PLAN
SUMMARY PLAN DESCRIPTION

This Prospectus covers securities that have been registered under the
Securities Act of 1933. The date of this prospectus is November, 2000

COLUMBIA SAVINGS PLAN

The Columbia Savings Plan, previously known as the Thrift Plan,
is another key component of the Columbia retirement program. Together
with the Retirement Plan, Social Security and other personal savings
vehicles, the Savings Plan can provide you with additional income to
meet your financial objectives in retirement. The plan provides you
with the power of choice. Power to choose how much you want to
contribute and how you want to invest your money. And, to assist you
as you take part in providing for your future financial well-being,
Columbia matches the contributions you make up to 6% of your base pay.
Among the plan's features:

* The power of choice is yours

- You decide how much you want to contribute to the plan -
from 1% to 19% of your base pay per pay period, subject to
Internal Revenue Service (the "IRS") regulations - and the
amount is deducted automatically from each paycheck

- You elect whether to contribute on a before-tax and/or
after-tax basis to the plan

- You decide how your contributions are invested from among
various investment options

* You have an immediate right to your benefit

- You are immediately vested in the value of your account,
even the contributions Columbia makes on your behalf

* You receive Columbia's matching contributions

- Columbia matches a portion of your contribution per pay
period - up to 6% of your base pay - according to a formula
that is based on which Retirement Plan approach you are
covered under

* You have access to your account while you're still working

- You either can take a loan from your account or have the
option of taking several types of withdrawals

* You can get information anytime, 24 hours a day, 7 days a week

- You can call Fidelity at 1-800-305-401K for information
about your account

- You can access your account online at www.401k.com

KEY TERMS FOR THE SAVINGS PLAN

After-tax Contributions that are withheld from your
contributions paycheck after taxes have been calculated and
withheld.

Base pay Base pay is the amount of base salary or wages
you receive per pay period, including sales
commissions, before deducting any before-tax
costs you pay for your benefits (i.e. 401(k),
flexible spending and premium conversion
account contributions) and before taxes or
other payroll deductions are withheld. It
doesn't include shift pay, overtime, temporary
upgrading, lump sum awards, bonuses or any
other special compensation.

Before-tax Contributions that are deducted from your
contributions paycheck before federal and most state taxes
are withheld - this lowers the amount of taxes
that you have to pay because your taxable pay
is lower.

Columbia's Matching contributions Columbia contributes to
contributions your account based on the Retirement Plan
approach under which you are covered.

Participation Used to determine how much Columbia
time contributes on your behalf if you are covered
under the final average pay approach of the
Retirement Plan and under the account balance
approach prior to June 1, 2000.

Vesting The term referring to ownership of or
entitlement to a value - you are always 100%
vested in the value of your Savings Plan
account (including Columbia's matching
contribution).

ELIGIBILITY AND ENROLLMENT

Generally, you're immediately eligible to participate in the plan if
you are a regular active full-time, part-time or temporary Columbia
employee (but not workers paid by outside agencies).
To enroll in the plan, call Fidelity at 1-800-305-401K. When you call,
you will be asked:

* To set up a Personal Identification Number (PIN)

* To select what percentage of your base pay you want to contribute
to the plan

* Whether your contributions should be deducted from your pay on a
before-tax and/or an after-tax basis

* How you want your money invested among the available funds

You will receive a written confirmation of the elections you made when
you enrolled in the plan within seven to 10 business days.

Your actual payroll deductions will begin on the first payroll period
after your enrollment is processed or, if that date is not
administratively possible, on the next payroll period thereafter.

NAMING A BENEFICIARY

When you first join the Savings Plan, you will need to name a
beneficiary for your Savings Plan account. Your beneficiary is the
person or persons who will receive your account if you die before
receiving it. You may choose anyone as your beneficiary. However, if
you are married and you want to name someone other than your spouse as
your beneficiary, current federal law requires that you must obtain

your spouse's written consent. Your spouse's consent, if given, must
be witnessed by a notary public. A beneficiary designation form is
included in the Savings Plan enrollment kit that you receive from
Fidelity. If you do not complete a beneficiary designation form, your
spouse (if you are married) or your estate (if you are single) will
automatically become your beneficiary.

YOUR CONTRIBUTIONS TO THE PLAN

You decide how much you want to contribute to the plan through
convenient payroll deductions. You can choose to contribute a combined
total of 1% to 19% of your base pay per pay period before-tax and/or
after-tax in the plan, in any whole percentage you choose, subject to
IRS limits. Refer to the "Key Terms for the Savings Plan" section on
page X for a definition of base pay.

The IRS dollar limit for before-tax contributions for 2000 is $10,500.
This limit is indexed periodically to reflect cost-of-living changes.

You may change the amount you are contributing at any time during the
year subject to any IRS limits that may apply. Any change will be
effective as of the next payroll period or, if that date is not
administratively possible, the next payroll period thereafter. To
change the amount you are contributing or to stop your contributions
altogether, call Fidelity or change your contribution online at
www.401k.com. You may change your before-tax contributions only once a
month. If you stop contributing to the plan, you should consider that
you also lose your Columbia matching contributions that you would have
otherwise been receiving during that period.

BEFORE-TAX OR AFTER-TAX?

With the Savings Plan, you have the power to choose whether to
contribute to the plan on a before-tax and/or after-tax basis.

If you contribute on a before-tax basis, your contribution is deducted
from your paycheck before federal and, in most cases, state income
taxes are withheld. That means, if you make before-tax contributions
to the plan, you can save money that would otherwise go to pay taxes.
So it costs you less to save more.

Social Security taxes are withheld before contributions are deducted
from your paycheck. That means that your savings will not have an
effect on your Social Security benefit at retirement.

If you decide to contribute on an after-tax basis, your contribution
to the plan is deducted from your paycheck after your taxes have been
withheld. If you save after-tax, the taxes you have to pay are not
affected.

For example, assume it is after June 1, 2000, and you earn $40,000 a
year and you want to save 6% of pay. This example shows how much
further your money can go if you save before-tax rather than after-
tax.

BEFORE-TAX OR AFTER-TAX - THE DIFFERENCE

Before-Tax After-Tax
---------- ----------
Your base pay $40,000 $40,000

Before-tax savings (6%) -$ 2,400 None
--------- -------

Taxable pay $37,600 $40,000

Federal income tax* -$ 5,100 -$ 5,772
-------- --------

After-tax pay $32,500 $34,228

After-tax savings None -$ 2,400

Spendable income $32,500 $31,828

Difference $ 672

* The taxes in this example are based on estimated federal taxes for
2000 for a single taxpayer using the standard deduction and one
exemption. State taxes are not reflected. Your actual tax deferral
will depend on your own tax situation.

In this example, the fact that you have $672 more in your paycheck by
contributing to the plan before-tax means that it really only costs
you $1,728 to contribute $2,400 before-tax to the Savings Plan. Add to
that Columbia's match of $1,800 ($0.75 for every $1.00 you contribute
if you're hired on or after January 1, 2000 or you're covered under
the account balance approach of the Retirement Plan) and the total
going into your plan account is $4,200 - and it still only costs you
$1,728. If state taxes are also deferred, your actual cost to
contribute to the plan could be even lower.

Of course, it's your choice whether to contribute to the plan on a
before-tax and/or after-tax basis. You need to consider your personal
savings goals and the advantages and limitations associated with each
method. Some issues you should consider are found on the following
table.

THINGS TO CONSIDER

Before-Tax Contributions After-Tax Contributions
------------------------ -----------------------
<S> <C> <C>
Income taxes

* Contributions * Since you defer paying income * You have no current tax
taxes on what you contribute, savings
you have immediate tax savings

* Investment income * You don't owe tax on investment * You don't owe tax on
income until you receive payment investment income until you
receive payment

Loans * Loans are available for any * Loans are available for any
reason at any time, subject to reason at any time, subject to
IRS rules and plan restrictions IRS rules and plan
restrictions

Withdrawals * Withdrawals before age 59 1/2 After-tax withdrawals can be made
or termination of employment for any reason
are limited only to financial
hardships as defined by the IRS

Taxes for early distributions(1) Distributions before age 59 1/2 Contributions have already been
while you are still working and taxed at ordinary income tax
distributions before age 55 for rates and are not subject to a
employees who terminate employment: 10% additional penalty tax
(except for investment income
* Are subject to 10% penalty tax withdrawn)
if not due to death, disability
or tax-deductible medical
expenses

* Will also be taxed at ordinary
income tax rates

Distribution at retirement Tax is due on contributions and Tax is due only on investment
investment income at time of income at time of distribution
distribution unless rolled over unless rolled over
</TABLE>

(1) Refer to the section, "Taxes on Withdrawals," for information on
how withdrawals are taxed.

So, depending on your savings objectives and your need to access your
contributions while you are still working at Columbia, contributing on
a before-tax or after-tax basis or in combination may be best for you.
Both methods offer a number of advantages depending on your personal
situation.

ROLLOVER CONTRIBUTIONS

You may be permitted to roll over into this plan the taxable portion
of a distribution you received from another employer's qualified plan
or a conduit IRA. By rolling the money over, you can continue to defer
federal and state income tax on the money until you ultimately receive
it. Rollovers must be at least $250. Rollovers are deposited into a
Rollover Contribution Account within your Savings Plan account. You
won't receive a matching contribution on any rollover you make to the
plan. If you want to arrange a rollover, call Fidelity for more
information.

COLUMBIA'S MATCHING CONTRIBUTION

Columbia will add to what you contribute - whether you contribute on a
before-tax and/or after-tax basis - by matching up to the first 6% of
your base pay you contribute per pay period. Beginning June 1, 2000,
the amount of Columbia's matching contribution you receive depends on
the Retirement Plan approach under which you are covered. The matching
contributions you receive are automatically invested in the NiSource
Stock Fund if you are under age 50. Once you reach age 50, you may
diversify Columbia's matching contributions among any of the
investment options available at that time. Any amount you contribute
to the plan over 6% of base pay each pay period is not matched.

IF YOU ARE HIRED ON OR AFTER JANUARY 1, 2000

Generally, you automatically participate in the account balance
approach under the Retirement Plan. Columbia will match your
contributions at $0.75 for every $1.00 you contribute to the plan up
to 6% of your base pay per pay period (except for participation
between January 1, 2000 and June 1, 2000, when Columbia's match was
$0.50 on the dollar).

For example, if you earn $40,000 a year or $3,333.33 per month and
choose to contribute 10% of your base pay or $333.33 per month,
Columbia will match the first 6% of base pay you contribute. Here's
what the match would look like:

THE MATCH - IF YOU'RE HIRED IN 2000 OR AFTER*

Portion of Your
Your Monthly Your Monthly Monthly Contribution What Columbia
Base Pay Contribution that Columbia Matches Adds Monthly
------------ ------------ --------------------- --------------
<S> <C> <C> <C>
(10%) (6%)

($40,000 / 12 mos.) ($3,333.33 x 10%) ($3,333.33 x 6%) ($200 x 75%)

$3,333.33 $333.33 $200.00 $150.00

</TABLE>

And, if you contribute on a before-tax basis, it costs you even
less to contribute because you defer paying taxes as well.

* Between January 1 and June 1, 2000, Columbia's match was $0.50 for
every $1.00 instead of $0.75 for every $1.00.

IF YOU WERE HIRED BEFORE 2000 AND PARTICIPATE IN THE RETIREMENT PLAN
ACCOUNT BALANCE APPROACH

If you elected the account balance approach under Retirement Choice,
beginning June 1, 2000, Columbia will match your contributions per pay
period at $0.75 for every $1.00 you contribute to the plan up to 6% of
your base pay per pay period. See the example under the heading "The
Match -- If You're Hired in 2000 or After" for people hired after
January 1, 2000 to see how the Columbia match is calculated.
Before June 1, 2000, your match is determined under your prior match
schedule based on your length of plan participation (see the following
section).

IF YOU WERE HIRED BEFORE 2000 AND PARTICIPATE IN THE RETIREMENT PLAN
FINAL AVERAGE PAY APPROACH

If you elected to be covered under the final average pay approach of
the Retirement Plan, your Columbia match under the Savings Plan will
be based on your length of participation in the Savings Plan. NOTE:
UNLESS THE COLLECTIVE BARGAINING UNIT HAS OTHERWISE AGREED, THE
COLUMBIA MATCH FOR MEMBERS OF COLLECTIVE BARGAINING UNITS IS BASED ON
LENGTH OF PARTICIPATION AS DESCRIBED IN THIS SECTION, REGARDLESS OF
WHEN YOU WERE HIRED. Each pay period, for every $1.00 you deposit in
the plan - up to a maximum of 6% of your base pay - Columbia
contributes to your account an amount which increases with your years
of participation as shown in the following chart:

THE MATCH WITH THE FINAL AVERAGE PAY APPROACH
<TABLE>
<CAPTION>

121 Months
Length of Participation First 120 Months through 240 Months Over 240 Months
----------------------- ----------------- -------------------- ---------------
<S> <C> <C> <C>
Columbia's contribution for $0.50 for every $1.00 $0.75 for every $1.00 $1.00 for every $1.00
each $1.00 you deposit up to
6% of base pay

</TABLE>

THE AMOUNT YOU RECEIVE FROM COLUMBIA INCREASES AS YOUR YEARS OF
PARTICIPATION INCREASE.

For example, if you earn $40,000 a year, or $3,333.33 per month, and
choose to contribute 10% of base pay, or $333 per month, Columbia will
match the first 6% of base pay you contribute - in this case about
$200 per month. Here's what the match will look like, if you have five
years of participation in the plan, 15 years or 25 years.

THE MATCH - BASED ON LENGTH OF PARTICIPATION

Columbia's Columbia's Columbia's
Match If You Match If You Match If You
Your Have 5 Years Have 15 Years Have 25 Years
Your Base Pay Contribution in the Plan in the Plan in the Plan
-------------- ------------ ------------- ------------- -------------
<S> <C> <C> <C>
(10%) (6% at $0.50 for (6% at $0.75 for (6% at $1.00 for
every $1.00) every $1.00) every $1.00)
$3,333 per month $333 per month $100 per month $150 per month $200 per month

</TABLE>

Effective August 18, 1999, with the approval of the Savings Committee,
any Columbia company may permit a percentage or amount of Columbia
contributions other than those specified above. Such change will not
violate any applicable collective bargaining agreements.

THE VALUE OF THE MATCH

Regardless of which match schedule applies to you, the Columbia match
represents a significant addition to your Savings Plan account - at no
cost to you. So, consider your contributions carefully. If you don't
put in at least 6% to receive the full Columbia match available to
you, you'll be walking away from "free money." And that's not
something anyone would want to do for long.

KEY INVESTMENT TERMS

Bonds Essentially loans or debts. They're issued by
corporations, governments or municipalities to
raise money. A bond certificate is like an
I.O.U.; it shows the amount loaned
(principal), the rate of interest to be paid
on the loan and the date that the principal
will be paid back (maturity date). Mutual
funds that invest in bonds are called "income"
funds.

Capital The amount of money you have invested.
"Preservation of capital" means trying to
protect your investment so it doesn't lose
value.

Mutual funds A kind of fund in which your money is pooled
with money from other investors and a
professional money manager buys and sells
securities with this money to earn a profit
for its investors. Each mutual fund has its
own objective, based on a targeted level of
investment risk and return.

Return The rate an investment earns - it's expressed
as a percentage. It generally refers to the
change in value (increase or decrease in unit
or share price) and any income earned on the
investment.

Stock An ownership share in a company called equity.
A company sells stock to raise money.

YOUR INVESTMENT OPTIONS

You can invest your contributions in your choice of the many
professionally managed funds available to you. The matching
contributions you receive are automatically invested in the NiSource
Stock Fund. Once you reach age 50, you can redirect that money into
any of the other investment options available at that time. No taxes
apply to your before-tax contributions, the Columbia match you receive
and any investment earnings until they are withdrawn from the plan.

If you don't make investment decisions when you first enroll in the
plan, your contributions will be invested in the Fidelity Retirement
Money Market Portfolio.

You may change your investment elections as often as daily by calling
Fidelity between 8:30 a.m. and 8:00 p.m., your local time or accessing
your account online at www.401k.com. When you call or log on, you can

choose to change the amount you are contributing, how your
contributions are invested or both. Transactions are processed the
same business day for transactions made by 4:00 p.m. Eastern Time and
the end of the next business day if you make a transaction after 4:00
p.m. or on the weekend or on a holiday. You'll receive a written
confirmation of your transaction from Fidelity within seven to 10
business days. Please review the fund prospectus for any limitations
that apply.

A summary of the investment options available to you is provided on
the next 5 pages. Please review the fund prospectus for any fund you
are considering before actually investing in that fund. You may
request prospectuses by calling Fidelity or logging on to
WWW.401K.COM.

All investments carry risks - some more than others. The funds are
shown in order from lower to higher risk. You need to understand the
potential risks and rewards associated with each fund before
investing. Generally, the funds that may provide higher return over
the long term are the funds that have more risk associated with them,
and the lower the risk, the lower the overall return.

All mutual funds and the NiSource Stock Fund price(s) are based on the
4 p.m. closing price(s) on the stock exchange(s).

You may invest your money in whole percentages in any of these funds.
Separate investment elections must be made for your before-tax, after-
tax contributions, rollovers and for Columbia's matching contribution
if you are age 50 or older.

For more complete information on your investment options, including
fees and expenses, you should read the prospectus for the fund or
funds you are considering.

SAVINGS PLAN INVESTMENT OPTIONS

FUND INVESTS IN FUND OBJECTIVE
---- ---------- --------------
<S> <C> <C>
Fidelity Retirement High quality, short-term money market securities To preserve your investment,
Money Market Portfolio in which the U.S. government or its agencies maintain a stable price, and
guarantee timely payment of principal and provide current income
interest. These investments include U.S.
Treasury notes and bills, and securities issued
by certain government agencies. An investment in
this portfolio is not guaranteed or insured by
the FDIC or any other government agency.
Although the money market fund seeks to preserve
the value of your investment at $1.00 per share,
it is possible to lose money by investing in
this fund. Yield will vary.

FUND INVESTS IN FUND OBJECTIVE
---- ---------- --------------

PIMCo Low Duration Fund All types of bonds, including U.S. government, To provide current income while
(Institutional) corporate, mortgage, and foreign. Most preserving your investment
investments are in short- and intermediate-
maturity bonds. The fund maintains an average
portfolio duration of one to three years
(approximately equal to an average maturity of
two to five years). Share price, yield and
return will vary.

Fidelity Intermediate All types of investment grade bonds, including To provide high current income
Bond Fund foreign, U.S. government and corporate issues
with intermediate maturities. The fund normally
maintains an average maturity of three to 10
years. "Investment grade" refers to bonds rated
with medium to high quality. These intermediate-
term bonds are considered less volatile than
longer-term bonds but their prices will
fluctuate more than those of short-term bonds.
Share price, yield and return will vary.

PIMCo Total Return Fund All types of bonds, including U.S. government, To provide high total return that
(Institutional) corporate, mortgage and foreign. While the fund exceeds general bond market
maintains an average portfolio duration of three indices
to six years (approximately equal to an average
maturity of five to 12 years), investments may
also include short- and long-maturity bonds.
Share price, yield and return will vary.

PIMCo Long-Term U.S. Primarily in high-quality, long-term U.S. To provide high current income by
Government Fund government securities. The fund maintains an investing in high quality, longer-
(Institutional) average portfolio duration of about 10 years and maturity bonds
a minimum average duration of eight years
(approximately equal to an average maturity of
20 years). The total rate of return is expected
to be more volatile than that of short- and
intermediate-term bond funds, due to the risk
involved with longer-duration investments. Share
price, yield and return will vary.

FUND INVESTS IN FUND OBJECTIVE
---- ---------- --------------

Fidelity Balanced Fund A broad variety high-yielding U.S. and foreign To provide as much income as
securities of all types. The fund will have at possible consistent with
least 25% of all its assets in bonds and preservation of capital. The fund
preferred stocks, although the fund's manager also considers the potential for
will move the remainder of the fund's assets capital growth
into various securities depending on market and
economic conditions. Share price, yield and
return will vary.

Fidelity Equity-Income Fund Normally invests at least 65% of total assets in To provide reasonable income while
income-producing equity securities, which tend considering the potential for
to lead to investments in large cap stocks. The capital appreciation. To provide a
fund potentially invests in other types of yield that exceeds the yield of
equity and debt securities, including lower- the securities in the Standard &
quality debt securities. The fund may invest in Poor's 500 Index (S&P 500)
securities of domestic and foreign issuers.
Share price and return will vary.

Fidelity Growth & Mainly in U.S. and foreign stocks. Primarily To provide high total return
Income Portfolio selects companies that currently pay dividends through a combination of current
and carry the potential for increased earnings. income and capital appreciation
May also invest in bonds. Share price and return
will vary.

PIMCo StocksPlus Fund S&P 500 index securities (primarily futures To seek to achieve a total return
(Institutional) contracts) backed by a portfolio of fixed-income which exceeds that of the S&P 500
instruments. The fund also can invest in the
common stocks that comprise the S&P 500. Share
price and return will vary.

Spartan U.S. Primarily in the 500 companies that make up S&P To match the total return of the
Equity Index Fund 500 and in other securities that are based on S&P 500
the value of the Index. The fund's manager
focuses on duplicating the composition and
performance of the Index, as opposed to a
strategy of selecting attractive stocks. Share
price and return will vary.

FUND INVESTS IN FUND OBJECTIVE
---- ---------- --------------

Fidelity Contrafund Primarily in common stock of domestic and To increase the value of your
foreign issuers. The fund invests in securities investment over the long term
of companies whose value it believes is not through capital growth
fully recognized by the public. Share price and
return will vary

Fidelity Growth Invests primarily in common stocks of domestic To increase the value of your
Company Fund and foreign issuers. The fund invests in investment over the long term
companies that it believes have above-average through capital appreciation
growth potential. Share price and return will
vary.

Fidelity Magellan Fund Primarily in common stocks and securities To increase the value of your
convertible into common stock, but may also investment over the long term
invest in other types of securities in seeking through capital appreciation
its objective. The fund may invest in securities
of domestic, foreign and multinational issuers.
No more than 40% of the fund's assets may be
invested in companies operating exclusively in
any one foreign country. Share price and return
will vary.

Vanguard U.S. Growth Fund Stocks of high-quality, seasoned, primarily U.S. To provide the potential for long-
companies with records of exceptional growth and term growth of capital
above-average growth. The companies usually have
market values well above $1 billion each and
typically have strong positions in their
markets, reasonable financial strength and low
sensitivity to changing economic conditions.

Berger Small Cap Value Fund Small capitalization stocks, whose stock prices To provide the potential for long-
(Institutional) are believed to be undervalued. The companies term growth of capital by
have low prices relative to their assets, investing in small capitalization
earnings, cash flow or business franchise; stocks
products and services that give them a
competitive advantage; quality balance sheets;
and strong management.

FUND INVESTS IN FUND OBJECTIVE
---- ---------- --------------

Dreyfus Emerging Leaders Focuses on small companies with capitalization To provide the potential for long-
Fund of less than $1.5 billion with above-average term growth of capital by
earnings or sales growth, above average investing in small capitalization
retention of earnings and relatively high P/E stocks
ratios. The companies offer new or innovative
products, services or processes that may boost
earnings growth. Share price and return will
vary.

MAS Small Cap Value Fund Seeks return consistent with reasonable risk by To provide the potential for long-
(Institutional) investing in common stocks of companies with term growth of capital by
market capitalization similar to those of investing in small capitalization
companies in the Russell 2000 Index . stocks
Identified stocks are undervalued. Sector
weightings normally are kept within 5% of the
Russell 2000 Index

Fidelity Overseas Fund Normally invests at least 65% of total assets in To increase the value of your
foreign securities. Invests primarily in common investment over the long term
stocks. Share price and return will vary. A 1% through capital growth
redemption fee will be charged for shares held
less than 30 days.

American Funds EuroPacific Invests primarily (65%) in stocks of companies To increase the value of your
Growth Fund outside of the United States. Investments investment over the long term
include strong growth companies based chiefly in through capital growth
Europe and the Pacific Basin, ranging from small
to large corporations.

Fidelity Europe Fund Normally invests at least 65% of total assets in To increase the value of your
common stocks of European issuers. A 1% investment over the long term
redemption fee will be charged for shares held through capital growth
less than 30 days. Share price and return will
vary.

Fidelity Pacific Normally invests at least 65% of total assets in To increase the value of your
Basin Fund common stock of issuers that have their investment over the long term
principal activities in the Pacific Basin. A through capital growth
1[1/2]% redemption fee will be charged for
shares held less than 90 days. Share price and
return will vary.

FUND INVESTS IN FUND OBJECTIVE
---- ---------- --------------

NiSource Stock Fund A fund that pools your money with that of other To increase the value of your
employees to buy shares of NiSource stock and an investment over the long term by
amount of short-term investments designed to investing in the common stock of
allow you to buy or sell every business day your company
without the usual trade settlement period for
individual stock transactions. Your ownership is
measured in units of the fund instead of shares
of stock. This is neither a mutual fund nor a
managed investment option.
</TABLE>

NOTE: The above list also represents the predetermined order of loans
and withdrawals in descending order. Loan repayments will be credited
to your account in the reverse order.

STATEMENT OF YOUR ACCOUNT

As a plan participant, you will receive a statement of your plan
account quarterly from Fidelity that shows your account balance as of
the end of the most recent quarter. Check your statement to be aware
of your account activity. Please contact Fidelity within 30 days of
receiving your statement if you think there's an error.

Your account is valued by Fidelity at the close of every business day.
You can call Fidelity or log on to your account at WWW.4K.COM seven
days a week to review your current account balance.

LOANS FROM THE PLAN

Although the plan is designed with a focus on your financial well-
being in retirement, there may be times when you need to access your
account while you are still working. That's why the plan has a loan
feature. You may apply for a loan from the plan if you need access to
your money while you are still working by calling Fidelity.

When you take a loan from the plan, you are borrowing from yourself
and paying yourself back with interest. If you pay your loan back as
agreed, your loan is not subject to income or penalty taxes.

In general, the maximum amount you can borrow is 50% of your account
balance up to $50,000, reduced by your highest outstanding loan
balance in the preceding 12 months. The minimum you can borrow is
$1,000. The following rules also apply:

* Only two loans can be outstanding at any time

* The loan will be repaid to your account on a substantially level
basis through payroll deductions in addition to your regular
Savings Plan contributions

* Loans are taken from your investment options in a certain order.
See Savings Plan Investment Options.

* The loan term can be from one to five years (10 years if the loan
is to purchase your primary residence), as long as you have
enough in your paycheck to cover the repayment each pay period.
You may also make a lump sum repayment of your loan at any time

* The interest rate charged on the loan will be a fixed rate based
on the prime rate of interest as published in the WALL STREET
JOURNAL plus 1% on the last business day of the month before the
loan is made

* If you leave the Plan or Columbia, retire, die or go on long-term
disability before paying back your loan, your loan balance must
be repaid within 90 days. You must make up any missed loan
payments within 90 days of when the payment was due. Otherwise,
your entire outstanding loan balance will be considered a
distribution and may be subject to regular income tax and a 10%
penalty tax for early distribution

* Loans will be processed and serviced by Fidelity. Fidelity will
charge an up-front administrative fee of $35 per loan and $15
each year the loan is outstanding. Loans are processed daily.
Typically, you can expect to receive a check within five to eight
business days after your loan is approved. You'll also sign a
Promissory Note which serves as your personal guarantee that
you'll repay the loan

When you request a loan, there's a certain order among the different
types of contributions in your account that the loan is taken from.
Funds for your loan are withdrawn in the following order:

* Columbia's matching contributions

* Your before-tax contributions

* Columbia's matching contributions

* Your after-tax contributions (including any prior lump sum
deposits you made to the plan)

And, when you pay the loan, the order is reversed; payback starts with
your rollover contributions.

WITHDRAWALS WHILE YOU'RE STILL WORKING

The IRS allows the tax advantages of before-tax contributions to make
it easier to save for retirement. For this reason, your opportunities
to take withdrawals from your before-tax contributions while you are

still working before you are age 59 1/2 are limited to financial
hardships. After age 59 1/2, you can withdraw up to the full value of
your account for any reason. You can also withdraw your after-tax
contributions(including any prior lump sum deposits you made to the
plan), rollover contributions and Columbia's matching contributions
plus any earnings on these contributions for any reason.

If you make a withdrawal for any reason, your withdrawal cannot be
repaid to your Savings Plan account. To apply for any kind of
withdrawal, call Fidelity.

Your withdrawal will be taken from your contributions in this order:

* Rollover contributions

* Your after-tax contributions (including any prior lump sum
contributions)

* Columbia's matching contributions on your after-tax contributions
and before-tax contributions tax contributions

TAXES ON WITHDRAWALS

Withdrawals of before-tax contributions, Columbia's matching
contributions, rollover contributions and any earnings (including any
earnings on your after-tax contributions or prior lump sum deposits)
are subject to federal and state income taxes when received. Federal
taxes are withheld at 20%, unless the withdrawal is directly rolled
over (see the section "Rollovers"). Different tax rules apply to any
hardship withdrawal of your before-tax contributions - your withdrawal
is not eligible to be rolled over and is taxed at 10% unless you elect
no withholding.

A 10% federal tax penalty may also apply to the taxable portion of
your withdrawal, unless you make the withdrawal:

* After age 59 1/2, or

* To meet tax-deductible medical expenses

Your after-tax contributions are not taxed when you withdraw them from
the plan (although any earnings on the value of those contributions
would be taxable and subject to the 10% penalty).

WITHDRAWALS OF YOUR AFTER-TAX, ROLLOVER AND COLUMBIA'S MATCHING
CONTRIBUTIONS

You may make a partial withdrawal of your after-tax , rollover or
prior lump sum contributions and Columbia matching contributions
(including any gains thereon) while you're still working. You can

request a minimum withdrawal of $250. Only two partial withdrawals may
be made in any 12-month period.

Although you're not taxed on the withdrawal of your after-tax
contributions (including any prior after-tax lump sum contributions),
you will be taxed on their earnings, if any, and the value of any
rollover contributions and Columbia matching contributions. All of
your after-tax deposits made to the plan before January 1, 1987 can be
withdrawn during active employment for any reason with no taxes
applied to the withdrawal.

Your after-tax deposits made to the plan after December 31, 1986 can
also be withdrawn for any reason, but they are not free from taxes.
Once you have withdrawn all pre-1987 after-tax contributions, a
portion of each subsequent withdrawal of after-tax contributions may
be considered investment earnings and will be taxable.

If you are withdrawing Columbia's matching contributions, your
contributions will be suspended for a period of six months. To restart
your contributions, you must call Fidelity. You cannot withdraw
Columbia's matching contributions until you have withdrawn all of your
after-tax contributions.

There is also an order of withdrawal from the investment options
(Refer to page xx). Withdrawals from the mutual funds are made in
cash. Withdrawals from the NiSource Stock Fund may be made in cash
and/or stock at your request.

FINANCIAL HARDSHIP WITHDRAWALS OF BEFORE-TAX CONTRIBUTIONS

Before age 59 1/2, you can withdraw your before-tax contributions for
financial hardships as defined by the IRS. You may withdraw up to 100%
of your before-tax contributions. Investment earnings cannot be
withdrawn until you reach age 59 1/2 or leave Columbia. The minimum
hardship withdrawal you can request is $250. If you are no longer
working for Columbia, you are limited to two partial withdrawals in 12
months.

IRS regulations currently define financial hardship as:

* Purchase of your primary residence (but not mortgage payments)

* Substantial uninsured medical expenses for yourself, your spouse
or your dependents

* Tuition and related educational fees (including room and board)
for up to the next 12 months of post-secondary education for
yourself, your spouse or your dependents

* Prevention of eviction from, or foreclosure on, your primary
residence

You will have to provide documentation of the hardship showing an
immediate and serious financial need and the amount required to meet
the hardship. Your withdrawal generally cannot be more than the amount
required to meet the financial hardship, plus a reasonable estimate of
amounts needed to pay federal, state or local income taxes or
penalties, up to certain limits.

When you take a hardship withdrawal, the IRS also imposes certain
other rules that will affect your plan participation:

* If you take a hardship withdrawal, you will not be allowed to
contribute to the plan for one year. Following the one-year
suspension period, you may re-enter the plan at any time -- you
must call Fidelity to start contributing again once the year is
up

* If you can take a loan from the plan, you must take a loan prior
to applying for a hardship withdrawal -- unless repaying the loan
in itself would be a hardship

* You will need to withdraw any available after-tax contributions,
rollover contributions and Columbia matching contributions plus
the gain on those contributions first

* The maximum IRS dollar limit on before-tax contributions during
the year after your suspension will be reduced by the amount you
contributed to the plan in the year you took the hardship
withdrawal

You will also need to sign a statement indicating that other financial
resources have been exhausted.

WHAT HAPPENS TO YOUR ACCOUNT WHEN YOU'RE DISABLED OR ON LEAVE

When you aren't being paid by Columbia, such as when you're disabled
or when you are on an unpaid leave of absence, military service,
unpaid sick leave or another authorized leave of absence, your
contributions to the Savings Plan automatically stop. You continue to
earn credit for your participation during this time, however. If your
military service qualifies, you may be entitled to make up any missed
contributions and receive Columbia matching contributions on those
amounts you contribute.

The money already in your account will remain in the plan invested
according to your most recent investment elections. Refer to "When
Your Account Is Paid" for information on receiving your plan account.

WHEN YOUR ACCOUNT IS PAID

You are entitled to the full value of your account as soon as possible
after:

* You retire

* You leave Columbia

* You become totally disabled

If your account value is over $5,000, you can elect to receive the
value of your account in an immediate single lump sum payment or you
may defer payment to a later date. If you defer payment to a later
date, your money will remain invested in the plan's investment
options. You can change your investment elections at any time under
the regular rules of the plan. You must take a distribution from your
account value by the end of the quarter preceding your 69TH birthday.
If your account value is $5,000 or less, it will be automatically paid
to you in a single lump sum payment.

You may request that your account in the NiSource Stock Fund be paid
to you in shares of NiSource common stock, in cash or in a combination
of the two.

If you die before receiving the value of your account, it will be
transferred to your spouse or other beneficiary you have named under
the rules of the plan and paid pursuant to the terms of the Plan. (See
the section "Naming a Beneficiary.")

TAX ADVANTAGES FOR YOU.

One of the major advantages of the Savings Plan is that you can reduce
your current taxes while you are participating. As long as you do not
withdraw the money, you will not pay federal taxes on:

* Your before-tax contributions

* Columbia's matching contributions

* Investment earnings

* Rollover contributions

When your account value is paid out in cash, the value of your before-
tax contributions, Columbia's matching contributions, any rollover
contributions and any investment earnings is taxable as ordinary
income and if you are under age 59 1/2 an additional 10% penalty tax
for early distribution may apply.

The additional 10% penalty tax will not apply if:

* You roll the money into an Individual Retirement Account (IRA) or
another employer's qualified plan within 60 days of the date the
money was paid to you

* You use the money to pay tax-deductible medical expenses

* You leave Columbia after age 55

* You die or become disabled and a distribution is made because of
one of these reasons

* You make a withdrawal after reaching age 59 1/2 while you are
still actively employed by Columbia

* The payment is made to comply with a Qualified Domestic Relations
Order (QDRO)

Your lump sum payment will automatically have 20% withheld toward the
federal income taxes you will owe for the year (except for certain
death benefits). This 20% is not an additional tax but it does
accelerate the collection of taxes payable for the year. You can avoid
this withholding by directly rolling over the taxable portion of your
lump sum to another employer's qualified plan or to an IRA.

To the extent that you receive shares of NiSource stock, your tax
liability is based on the cost to the plan of purchasing the stock for
before-tax contributions, matching contributions and/or earnings on
after-tax contributions to your account. This value is taxed at
ordinary income tax rates. No withholding is required on a
distribution consisting solely of NiSource stock. Tax on any gain on
the stock is deferred until you actually sell the stock. At that time,
any gain is taxed at the capital gains tax rate.

ROLLOVERS

You can postpone ordinary income tax, avoid the mandatory withholding
and postpone or avoid the 10% additional tax if you "roll over" the
taxable portion of your distribution directly to an IRA or another
employer's tax-qualified plan. If you choose a direct rollover, you
will not pay federal or state income taxes until you receive the money
from the IRA or the other employer's plan.

To make a direct rollover, you must contact Fidelity. A Fidelity
representative will ask you for specific information on the IRA or the
other employer's plan to which you are requesting the roll over and
let you know if a rollover is available to you.

WHEN BENEFITS ARE NOT PAID

This section describes how the plan provides you or your beneficiary
with benefits. It is important that you understand the conditions
under which benefits could be less than expected or not paid at all or
limited, including:

* If, as the result of a divorce, you are responsible for child
support, alimony or marital property rights payments, all or a
portion of your benefits could be assigned to meet these payments
if a court issues a Qualified Domestic Relations Order (QDRO)

* If a judgment, court order or settlement agreement entered into
on or after August 5, 1997, requires payment from your account
for breaches of fiduciary duty, crimes against the plan or
Department of Labor (the "DOL") or Pension Benefit Guaranty
Corportation (the "PBGC") enforcement.

* If the investment funds you choose experience losses, the value
of your assets can decrease

* If you are affected by total annual contribution limits under
federal law, the amounts you and Columbia contribute on your
behalf may be limited. Total annual contributions to certain
benefit plans like this plan cannot exceed 25% of your
compensation or $30,000, whichever is less, under federal law. If
you are affected by these limits, you will be notified

* If the plan does not pass required nondiscrimination tests, all
or a portion of the contributions made on behalf of highly
compensated employees may be reduced. Nondiscrimination tests are
required by law to ensure a fair mix of contributions from
employees at all income levels. If you are affected by these
limits, you will be notified

WHEN PARTICIPATION ENDS

Your participation in the Savings Plan ends when:

* You are no longer an eligible employee

* Your employer terminates its participation in the plan

* The plan ends

* Your employment ends other than for retirement or total
disability

* You die

Note: If you transfer to an affiliated company which does not
participate in the plan, this event will not terminate your
participation in the plan, but you may not make any further deposits
or contributions.

PLAN ADMINISTRATION

This section provides information about the Savings Plan. It is
provided in compliance with the Employee Retirement Income Security
Act of 1974 (ERISA), as amended. ERISA was designed to protect your
rights under your benefit plans. While you should not need these
details on a regular basis, the information may be useful if you have
specific questions about the Savings Plan.

TYPE OF PLAN AND GENERAL INFORMATION

The Savings Plan is a 401(k) profit sharing plan. The Savings Plan
intends to maintain its status as a tax qualified retirement plan
under section 401(a) of the Internal Revenue Code. A determination
concerning the continued tax qualified status of the Savings Plan
under IRC section 401(a) has and will continue to be obtained
periodically from the IRS.

PLAN YEAR

For government filing and reporting purposes, the official plan year
for the Savings Plan is the calendar year, January 1 through December
31.

PLAN TRUSTEE AND INVESTMENT MANAGERS

The plan's assets are held in a trust fund.

The plan trustee is responsible for holding the assets of the trust
fund according to the participants' and the Company's directions and
for distributing plan payments. The money in the trust fund is set
aside for the exclusive benefit of plan participants and their
beneficiaries. The trustee for the Savings Plan is Fidelity Management
Trust Company (FMTC), 99 High Street, Boston, MA 02110; Telephone
number: 1-617-563-5773. The following are Investment Managers of the
funds offered by the Plan: Fidelity funds -- Fidelity Management &
Research Company; PIMCo funds -- Pacific Investment Management
Company; Vanguard U.S. Growth Portfolio -- Lincoln Capital Management;
Berger Small Cap Value Fund -- Berger LLC; Dreyfus Emerging Leaders --
Dreyfus Corporation; MAS Small Cap Value Fund -- Miller, Anderson &
Sherrerd; and American Funds EuroPacific Growth Fund -- Capital
Guardian Management & Research.

VOTING OF NISOURCE COMMON STOCK AND OTHER ISSUES RELATING TO SHARE
OWNERSHIP OF NISOURCE

You are entitled to exercise voting, tender offers and similar rights
with respect to NiSource Common Stock held by FMTC on behalf of the
Savings Plan. At NiSource shareholders' meetings, FMTC will vote
shares in accordance with instructions from Savings Plan participants.
Failure to instruct FMTC will be deemed a directive not to vote such
shares unless required by law.

In the event of a tender offer or any other option to buy or exchange
shares of NiSource Common Stock, you may direct FMTC, as Trustee, to
tender or exchange your shares or shares represented by your units in
the NiSource Stock Fund. Failure to give the Trustee instructions is
deemed to be direction to leave the shares invested in NiSource Common
Stock.

VOTING OF MUTUAL FUND SHARES At each annual or special stockholders'
meeting of any mutual fund (including non-Fidelity mutual funds), FMTC
will send you a copy of the notice and all proxy solicitation
materials for each mutual fund which you own, together with a voting
direction form for return to Fidelity. You will have the right to
direct FMTC as to the manner in which FMTC is to vote the shares
credited to your accounts.

FMTC will vote the shares as directed by you. FMTC will not vote
shares for which it has received no directions from you.

With respect to all rights other than voting, tender, or similar
rights, unless otherwise required by law, FMTC will follow your
directions and, if no such directions are received, the directions of
the Savings Plan Committee.

PLAN EXPENSES

Except for expenses related to the acquisition and maintenance of
loans and the Fidelity Funds -- Overseas, Pacific Basin and Europe
redemption fees, Columbia will pay the recordkeeping, administrative
services and Trustee's fees of the plan. Expenses, including brokerage
fees and transfer taxes, are charged to each of the investment
options. Management fees are paid by each mutual fund to each of the
investment advisors for managing the mutual fund's investments and
business affairs. Management fees and other expenses are reflected in
the mutual funds' share prices or dividends and are not charged
directly to the participant's account.

PLAN AND EMPLOYER I.D. NUMBERS

The Employer Identification Number (EIN) assigned by the Internal
Revenue Service for Columbia Energy Group is 13-1594808. The Plan
Identification Number assigned by Columbia is 002. You should refer
to these numbers in any formal correspondence with a U.S. government
agency about the Plan.

PLAN SPONSOR/ADMINISTRATOR

Columbia Energy Group is the plan sponsor. The plan administrator is
the Savings Plan Committee. The plan administrator has the sole
authority to interpret the terms of the plan. You may contact the plan
sponsor and administrator at:

Plan Sponsor:
-------------
Columbia Energy Group
Attention: Corporate Benefits
13880 Dulles Corner Lane
Herndon, VA 20171-4600
Telephone Number: 1-703-561-6000

Plan Administrator:
-------------------
The Savings Plan Committee
Columbia Energy Group
13880 Dulles Corner Lane
Herndon, VA 20171-4600
Telephone Number: 1-703-561-6000

Process may be served on the Plan Administrator through the designated
agent for legal process: Secretary, Columbia Energy Group, 13880
Dulles Corner Lane, Herndon, Virginia 20171.

PARTICIPATING COLUMBIA COMPANIES

Any Columbia company, by action of its board of directors, may
participate in the Plan as a participating company and may withdraw
from participation in the Plan upon written notice to Columbia and the
Trustee.

PLAN DOCUMENTS

The complete details of the plan are contained in the plan documents
(Plan text and Trust Agreement) which govern the rights and
obligations of participants, beneficiaries and Columbia under the
plan. These plan documents will govern in the event of any questions
or disputes involving the plan. Periodically, you will be given
updates to this information which, after reading, you should store
with this document.

NiSource's and the Savings Plan's periodic reports under the
Securities Exchange Act of 1934 have been filed with the Securities
and Exchange Commission ("Commission") and may be inspected without
charge by anyone at the office of the Commission at 450 Fifth Street,
NW, Washington, DC, 20549. Upon the written or oral request of any
such participant, NiSource will provide without charge a copy of the
Plan text and Trust Agreement as well as a copy of any or all of the
documents which have been incorporated by reference in this material,
other than exhibits to such documents. Written request for copies of
such documents should be addressed to Columbia Savings Plan, 13880
Dulles Corner Lane, Herndon, Virginia 20171 Telephone (703) 561-6000.
Copies of these documents will be furnished to you within 31 days.

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

ASSIGNMENT OF BENEFITS

Your Savings Plan benefits may not be pledged, assigned, sold, or any
lien placed thereon, except (1) for a transfer to your designated
beneficiary or legal representative upon your death or mental
incompetency (2) by a QDRO ("Qualified Domestic Relations Order"),
(3) in accordance with certain judgments, decrees or orders issued or
settlement agreements entered into on or after August 5, 1997,
relating to breaches of fiduciary duty, crimes against the plan, or
DOL or PBGC enforcement, (4) Federal and state income tax withholding,
(5) loans, or (6) as otherwise required by law or applicable court
order.

QDRO

A QDRO is a legal judgment, decree, or order that recognizes the
rights of an alternate payee under the Savings Plan with respect to
child or other dependent support, alimony, or marital property rights.

If you become legally separated or divorced, a portion or all of your
benefit under the Savings Plan may be assigned to someone else to
satisfy a legal obligation you may have to a spouse, former spouse,
child or other dependent.

There are specific requirements the order must meet to be recognized
by the plan administrator and specific procedures regarding the amount
and timing of payments. You may request a copy of these procedures
from the plan administrator.

IF THE SAVINGS PLAN BECOMES TOP HEAVY

Under a complicated set of IRS rules set out in the plan documents,
the plan may become a top-heavy plan. A top-heavy plan is one where
more than 60% of the benefits have been allocated to "key employees."
Key employees are generally owners, officers, shareholders or highly
compensated employees. The plan administrator is responsible for
determining whether a plan is top heavy each year. In the unlikely
event that the plan becomes top heavy in any year, non-key employees
may be entitled to certain minimum benefits and special rules will
apply. The plan administrator will advise you of your rights under the
top-heavy rules if the plan becomes top heavy.

FUTURE OF THE PLAN

Columbia reserves the right to change or end the plan at any time.
Columbia's decision to change or end the plan may be due to changes in
the federal or state laws governing benefits, the requirements of the
Internal Revenue Code or ERISA, or any other reason. In the event of a
plan termination, any expenses which are owed by the plan or by
participants' accounts will be paid and the remaining plan assets will
be distributed in a manner that complies with federal law. If any
change adversely affects your rights to the use or withdrawal of your

benefits, you will have the right within 90 days after the effective
date of such change to withdraw your entire account, except before-tax
contributions. You may not participate in the plan for 6 months
following such a withdrawal.

PLAN COVERAGE FOR BARGAINING UNIT EMPLOYEES

Members of collective bargaining units participate in the Plan and
policies described in this guide to the extent provided in their
collective bargaining agreements.

YOUR RIGHT TO APPEAL

If your claim to a benefit under the Savings Plan is denied in whole
or in part, you (or your beneficiary) will be notified in writing by
the plan administrator for the plan within 90 days of the receipt of
your claim (180 days if special circumstances apply). This written
notice will include:

* The specific reason(s) for the denial

* References to the plan provision(s) on which the denial is based

* A description of any additional material or information that is
necessary to perfect the claim, and

* The procedures for appealing the decision

You or your authorized representative may review all documents related
to any denial of benefits. If you disagree with the plan
administrator's decision, you have 60 days from the receipt of the
original denial to request a review. This request should be in writing
and sent to the Savings Plan Committee at the following address:

The Savings Plan Committee
13880 Dulles Corner Lane
Herndon, VA 20171-4600

The claim will be reviewed and you will receive written notification
of a decision within 60 days. If special circumstances require more
time for this process, you will be notified in writing no later than
120 days after the receipt of your request. Again, you will be told
why your claim was denied and which plan provisions support that
decision. All determinations of appeals made by the plan administrator
are final and binding.

YOUR ERISA RIGHTS

The Savings Plan is subject to Titles I, II and III of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended. It is not
subject to Title IV of the Act. Thus, it is not subject to PBGC
termination insurance and benefits are not insured.

As a participant in the Savings Plan, you have certain rights and
protections under ERISA. ERISA provides that all plan participants
shall be entitled to:

* Examine, without charge, at the plan administrator's office and
at other specified locations, such as worksites and union halls,
all plan documents including insurance contracts, collective
bargaining agreements, and copies of documents filed by the plan
with the U.S. Department of Labor, such as detailed annual
reports and plan descriptions.

* Obtain, upon written request to the plan administrator, copies of
documents governing the operation of the Savings Plan.

* Receive a summary of the Savings Plan's annual financial report.
The plan administrator is required by law to furnish each
participant with a copy of this summary annual report

In addition to creating rights for plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the
employee benefit plans. The people who operate your plans, called
"fiduciaries" of the plans, have a duty to do so prudently and in the
interest of you and other plan participants and beneficiaries. No one,
including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining
Savings Plan benefits or exercising your rights under ERISA.

If your claim for a benefit is denied in whole or in part, you must
receive a written explanation of the reason for the denial. You have
the right to have the plan review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the plan and do not
receive them within 30 days, you may file suit in a federal court. In
such a case, the court may require the plan administrator to provide
the materials and pay you up to $110 a day until you receive the
materials, unless the materials were not sent because of reasons
beyond the control of the administrator. If you have a claim for
benefits which is denied or ignored, in whole or in part, you may file
suit in a state or a federal court. In addition, if you disagree with
the plan's decision or lack thereof concerning the qualified status of
a domestic relations order or a medical child support order, you may
file suit in federal court.

If it should happen that plan fiduciaries misuse the plan's money, or
if you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor, or you may file
suit in a federal court. The court will decide who should pay court
costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the
court may order you to pay these costs and fees, for example, if it
finds your claim is frivolous.

If you have any questions about your plan, you should contact the plan
administrator. If you have any questions about this statement or about
your rights under ERISA, you should contact the nearest office of the
Pension and Welfare Benefits Administration, U.S. Department of Labor,
listed in your telephone directory, or the Division of Technical
Assistance and Inquiries, Pension and Welfare Benefits Administration,
U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington,
D.C. 20210.

YOUR EMPLOYMENT

Your eligibility or your right to benefits under the Savings Plan
should not be interpreted as a guarantee of employment. Columbia's
employment practices are made without regard to the benefits it offers
as part of your total compensation.

OTHER

ONLY NISOURCE CAN GIVE YOU INFORMATION

No person has been authorized to give any information or to make any
representations, other than those contained in this document, in
connection with this document and, if given or made, such information
or representations must not be relied upon as having been authorized
by NiSource. This document does not constitute an offer of any
securities other than those to which it relates or an offer to those
to which it relates in any jurisdiction to any person to whom it is
unlawful to make such offer. Neither the delivery of this document nor
any sales hereunder shall, under any circumstances, create any
implication that there has been no change in the information set forth
herein since the date hereof.

RESTRICTIONS ON RESALES BY OFFICERS AND DIRECTORS

An "affiliate" of NiSource is defined in Rule 144 under the Securities
Act of 1933 as a person who directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common
control with NiSource. In general, officers and directors of NiSource
may be considered affiliates and must resell stock pursuant to the
registration requirements of the Securities Act of 1933 or an
exemption therefrom. The usual exemption is Rule 144 under the Act,
which limits the number of shares which you may sell in any three-
month period to the greater of (a) 1% of NiSource's outstanding shares
of common stock, or (b) the average weekly trading volume in the
common stock over the prior four-week period. NiSource's Section 16
officers and directors may be subject to short-swing profit
liabilities, under Section 16(b) of the Securities Exchange Act of
1934 and Section 17(b) of the Public Utility Holding Company Act of
1935, if they sell any NiSource securities within any period of less
than six months before or after any purchase of such securities.

LIMITATION OF LIABILITY

Neither the Company, Columbia, nor any of their agents (including the
Company or Columbia if it is acting as such) in administering the Plan
shall be liable for any act done in good faith or for the good faith
omission to act in connection with the Plan. However, nothing
contained herein shall affect a Participant's right to bring a cause
of action based on alleged violations of federal securities laws.

USE OF PROCEEDS

The Company does not anticipate that it will realize any net proceeds
from the issuance of its Common Shares under the Plan.

PLAN OF DISTRIBUTION

The Common Shares being offered hereby are offered pursuant to the
Plan, the terms of which provide for the issuance of Common Shares in
connection with investment of participant and employer contributions
to the Plan.

DESCRIPTION OF COMMON SHARES

The Company's certificate of incorporation authorizes the issuance of
400,000,000 Common Shares. The description of the Common Shares is
incorporated by reference into this Prospectus. See "Where You Can
Find More Information" for information on how to obtain a copy of this
description.

EXPERTS

The consolidated financial statements and schedules of NiSource
incorporated by reference herein have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports
with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said
reports.

The consolidated financial statements of Columbia incorporated in this
document by reference herein have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance
upon the authority of said firm as experts in giving said report.

LEGAL MATTERS
Certain legal matters in connection with the Company's Common Shares
offered hereby have been passed upon for the Company by Schiff Hardin
& Waite, Chicago, Illinois.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The estimated expenses in connection with the offering are as follows:

Registration fee under the Securities Act $ 0*
Legal fees and expenses $ 15,000
Accounting fees and expenses $ 5,000
Miscellaneous $ 15,000
$ ------
Total $ 35,000

* Registration fee was previously paid in connection with the
filing by the Registrant of the Registration Statement on Form S-4
(File No. 333-33896-01).

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware General Corporation Law permits a corporation to
indemnify any person who is a party or is threatened to be made a
party to any action, suit or proceeding brought or threatened by
reason of the fact that the person is or was a director, officer,
employee or agent of the corporation, or is or was serving as such
with respect to another corporation at the request of the corporation,
if that person acted in good faith, in the case of conduct in his or
her official capacity, that person reasonably believed his or her
conduct to be in the best interests of the corporation, or in the case
of all other conduct, that person reasonably believed his or her
conduct was not opposed to the best interests of the corporation, and
with respect to any criminal action, that person had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to
believe his or her actions were unlawful.

A corporation must indemnify a person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, because he or she is or was a director or
officer or is or was serving at the request of the corporation as a
director or officer of another corporation or other enterprise, if the
person has been wholly successful in defense of the proceeding on the
merits or otherwise. A corporation may advance expenses, including
attorneys' fees, to any director or officer who is a party to a
proceeding in advance of final disposition of the proceeding if the
director or officer furnishes the corporation a written undertaking to
repay the advance if it is ultimately determined that the director did
not meet the required standard of conduct. Amounts to be indemnified
include judgments, penalties, fines, settlements and reasonable
expenses that were actually incurred by the person. However, if the
proceeding was by or in the right of the corporation, the person will
be indemnified only against reasonable expenses incurred and
indemnification will not be provided if the individual is adjudged
liable to the corporation in the proceeding.

The Company's certificate of incorporation permits the Company to
indemnify directors, officers, employees and agents of the corporation
and its wholly-owned subsidiaries to the fullest extent permitted by
law.
As authorized under the Company's By-Laws and the Delaware
General Corporation Law, the Company and its subsidiaries maintain
insurance that insures directors and officers for acts committed in
their capacities as such directors or officers that are determined to
be not indemnifiable under the Company's indemnity provisions.

Section 6.10 of the Agreement and Plan of Merger dated as of
February 27, 2000, as amended and restated as of March 31, 2000, among
Columbia Energy Group, NiSource Inc., New NiSource Inc., Parent
Acquisition Corp., Company Acquisition Corp. and NiSource Finance
Corp. (the "Merger Agreement") provides for indemnification by the
Company under certain circumstances of the directors and officers of
Columbia. Additionally, the Merger Agreement provides that the
Company will maintain Columbia's existing officers' and directors'
insurance policies or provide substantially similar insurance coverage
for at least six years.

ITEM 16. EXHIBITS.

The Exhibits filed herewith are set forth on the Exhibit Index
filed as part of this Registration Statement.

ITEM 17. UNDERTAKINGS.

The 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 (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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of a
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of an annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit 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 registrants pursuant to the foregoing
provisions, or otherwise, the registrants have 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 registrants of expenses incurred or paid by a director, officer or
controlling person of the registrants 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 registrants 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Merrillville, State of Indiana, on November 28, 2000.

NISOURCE INC.
(Formerly named "New NiSource Inc.")
(Registrant)

By: /s/ Gary L. Neale
---------------------------------------
Gary L. Neale
Chairman, President and
Chief Executive Officer

Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Gary L. Neale Chairman, President November 28, 2000
----------------------- and Chief Executive Officer
Gary L. Neale (Principal Executive Officer)

/s/ Stephen P. Adik Vice Chairman November 28, 2000
-----------------------
Stephen P. Adik

/s/ Michael W. O'Donnell* Executive Vice President November 28, 2000
--------------------------- and Chief Financial Officer
Michael W. O'Donnell (Principal Accounting Officer)

/s/ Steven C. Beering* Director November 28, 2000
---------------------------
Steven C. Beering

/s/ Arthur J. Decio* Director November 28, 2000
---------------------------
Arthur J. Decio

/s/ Dennis E. Foster* Director November 28, 2000
---------------------------
Dennis E. Foster

/s/ James T. Morris* Director November 28, 2000
---------------------------
James T. Morris

/s/ Ian M. Rolland* Director November 28, 2000
---------------------------
Ian M. Rolland

/s/ John W. Thompson* Director November 28, 2000
---------------------------
John W. Thompson

/s/ Robert J. Welsh* Director November 28, 2000
---------------------------
Robert J. Welsh

/s/ Carolyn Y. Woo* Director November 28, 2000
---------------------------
Carolyn Y. Woo

/s/ Roger A. Young* Director November 28, 2000
---------------------------
Roger A. Young

* By: /s/ Stephen P. Adik
----------------------
Stephen P. Adik
Attorney-in-Fact

</TABLE>

INDEX TO EXHIBITS

Exhibit
Number Description
------- ------------

2* Agreement and Plan of Merger dated as of February 27, 2000,
as amended and restated as of March 31, 2000, among Columbia
Energy Group, NiSource Inc., New NiSource Inc., Parent
Acquisition Corp., Company Acquisition Corp. and NiSource
Finance Corp. (incorporated by reference to Annex I of the
Joint Proxy Statement / Prospectus contained in the
Company's Registration Statement on Form S-4/A (File No.
333-33896), filed with the Commission on April 24, 2000).

4.1 Columbia Savings Plan.

4.2* Rights Agreement between NiSource Inc. and ChaseMellon
Shareholder Services, L.L.C., as rights agent dated November
1, 2000 (incorporated by reference to Exhibit 4.1 of the
Company's Current Report on Form 8-K dated November 1,
2000).

5 Opinion of Schiff Hardin & Waite.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Arthur Andersen LLP.

23.3 Consent of Schiff Hardin & Waite (included in its opinion
filed as Exhibit 5).

24 Power of Attorney for NiSource Inc.

__________

* Incorporated by reference.