SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 22, 2004

NISOURCE INC.

NISOURCE FINANCE CORP.

801 East 86th Avenue,
Merrillville, Indiana 46410
(877) 647-5990
(Address and Telephone Number
of Principal Executive Offices)

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

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

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

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

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

Item 8.01. Other Events

     On November 18, 2004, NiSource Inc. and NiSource Finance Corp. (the “Companies”) entered into a Terms Agreement with Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives for the several underwriters, with respect to the offering and sale of $450,000,000 of Floating Rate Notes due 2009 (the “Notes”). The offering is scheduled to close on November 23, 2004. The offering of the Notes was registered under the Securities Act of 1933, as amended, pursuant to the Companies’ shelf registration statement on Form S-3 (File No. 333-107421).The form of Notes is filed on Exhibit 99.1 to this Report on Form 8-K, and is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

     The following exhibit is filed herewith:

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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