Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SKAGGS ROBERT C JR
   2. Issuer Name and Ticker or Trading Symbol
NISOURCE INC/DE [NI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
801 E 86TH AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
01/02/2009
(Street)

MERRILLVILLE, IN 46410-6272		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/02/2009 01/02/2009 S   5,605 (3) D $ 11.12 257,703 D  
Common Stock               13,179.8296 (2) I 401(k) Plan

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Options $ 25.94             01/01/2001 01/01/2011 Common Stock 15,330   15,330 D  
Non Qualified Stock Options $ 21.005             01/25/2002 01/25/2012 Common Stock 18,550   18,550 D  
Non Qualified Stock Options $ 19.84             01/01/2003 01/01/2013 Common Stock 27,287   27,287 D  
Non Qualified Stock Options $ 21.86             01/01/2005 01/01/2014 Common Stock 48,883   48,883 D  
Non Qualified Stock Options $ 22.62             01/03/2006 01/03/2015 Common Stock 171,429   171,429 D  
Phantom Stock $ 0               (1)   (1) Common Stock 122,704.271   122,704.271 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SKAGGS ROBERT C JR
801 E 86TH AVENUE
MERRILLVILLE, IN 46410-6272		   X     President & CEO  

Signatures

 Gary W. Pottorff, attorney-in-fact for Robert C. Skaggs, Jr.   01/06/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The phantom stock units represent dividend equivalents and are to be settled following the reporting person's retirement or other termination of service.
(2) Includes shares acquired through the NiSource Inc. 401(k) Plan through 12/31/2008
(3) Upon vesting of restricted stock, shares were withheld by the Company to cover tax withholding obligations.

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