EXHIBIT 2.1
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                                                    FOR IMMEDIATE RELEASE
                                                        February 11, 1999

                                                     FOR MORE INFORMATION
                                      Investor Relations - Dennis Senchak
                                                      Assistant Treasurer
                                                           (219) 647-6085

                                Shareholder Relations - Stephen R. Gallas
                                            Manager, Financial Operations
                                                           (219) 853-5070

                                  Corporate Communications - Kris Falzone
                                                NI Communications Manager
                                                           (219) 647-6203



       SEC APPROVES NIPSCO INDUSTRIES' MERGER WITH BAY STATE GAS CO. 

                    Transaction expected to close Friday
                    ------------------------------------

        MERRILLVILLE, Ind. - NIPSCO Industries, Inc. (NYSE: NI) and Bay
   State Gas Company (NYSE: BGC) have received final approval from the
   U.S. Securities and Exchange Commission of their previously announced
   merger and expect a closing on Friday.  Both sides are reviewing the
   final closing documents.

        Under terms of an agreement first announced in December 1997, Bay
   State and its subsidiary Northern Utilities, Inc. (which provides
   natural gas in New Hampshire and Maine) will be wholly owned
   subsidiaries of NIPSCO Industries.  Bay State and Northern Utilities
   will continue to operate with local management, employees and
   directors.

        "This combination advances NI's strategy to expand into growing
   gas markets, diversify our product lines and be a strong player in the
   energy markets of the Great Lakes and New England regions," said Gary
   L. Neale, NI's chairman, president and chief executive officer.

        NI, with more than 1 million gas customers, will become the 10th
   largest U.S. natural gas distribution company.

        "Our merger with NIPSCO Industries will provide Bay State the
   size and scope we need to succeed in the changing energy markets of
   the future," said Roger A. Young, chairman of Bay State Gas. "For our
   shareholders, NI is committed to continuing to generate the superior
   shareholder returns that have made it an industry leader. For our
   customers, NI is committed to providing a greater variety of products
   and services at more competitive prices than we could offer on our
   own. And for our employees, NI is committed to providing additional
   growth and development opportunities."

        Jeffrey W. Yundt, president of Bay State Gas, said Bay State will
   continue to build on the strength of its core utility businesses.

                                  --more-- 


   NIPSCO INDUSTRIES, BAY STATE GAS COMPLETE MERGER
   Page 2
   

        "Operational excellence and customer satisfaction drive our
   business and opportunities for growth," Yundt said.  "Our focus is on
   continually improving day-to-day operations and offering new services
   that have real benefits for our customers."

        Bay State, based in Westborough, Mass., serves more than 305,000
   natural gas customers in the New England states of Massachusetts, New
   Hampshire and Maine.  The company's non-regulated subsidiaries,
   EnergyUSA, SavageALERT, Inc. and EnergyEXPRESS(TM), provide energy
   products and services to about 94,000 residential, commercial and
   industrial customers throughout the United States.

         NI, based in Merrillville, Ind., is a holding company whose
   businesses are primarily utility or energy focused.  In addition to
   Bay State and Northern Utilities, the company's regulated businesses
   provide electricity and natural gas in northern Indiana, water in
   central Indiana, and interstate natural gas pipeline services.  The
   company's other businesses offer energy- and utility-related products
   and services.

        Additional information about NIPSCO Industries, Bay State,
   EnergyUSA(TM), Savage-Alert and EnergyEXPRESS(TM) is available via the
   Internet at the following Web sites:  www.nipsco.com; www.bgc.com; and
   www.energyusa.com.


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