EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of NiSource Inc. (the "Company") on Form
10-Q for the period ending March 31, 2004 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Michael W. O'Donnell,
Executive Vice President and Chief Financial Officer of the Company, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)      The Report fully complies with the requirements of section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

(2)      The information contained in the Report fairly presents, in all
         material respects, the financial condition and result of operations of
         the Company.

             /s/ Michael W. O'Donnell
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               Michael W. O'Donnell
Executive Vice President and Chief Financial Officer

Date: May 7, 2004