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 September 30, 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: November 2, 2004