(As filed with the Securities and Exchange Commission March 17, 2004)

                                                               File No. 70-10169

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     POS-AMC
                                       on
                                    FORM U-1
                         POST-EFFECTIVE AMENDMENT NO. 1
                                (Amendment No. 3)
                                       TO
                           APPLICATION OR DECLARATION
                                    UNDER THE
                   PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                  NiSource Inc.
           Northern Indiana Public Service Company and its subsidiary
                           Kokomo Gas and Fuel Company
                               KGF Trading Company
                  Northern Indiana Fuel and Light Company, Inc.
                     Northern Indiana Trading Company, Inc.
                      EnergyUSA, Inc. and its subsidiaries
                               PEI Holdings, Inc.
                         NiSource Capital Markets, Inc.
                             NiSource Finance Corp.
                        Granite State Transmission, Inc.
                           Crossroads Pipeline Company
             NiSource Development Company, Inc. and its subsidiaries
                  NI Energy Services, Inc. and its subsidiaries
                       NiSource Corporate Services Company
                       NiSource Energy Technologies, Inc.
                         NiSource Retail Services, Inc.
                 IWC Resources Corporation and its subsidiaries
                              Columbia Energy Group
                      Columbia Atlantic Trading Corporation
                      Columbia Deep Water Services Company
                      Columbia Energy Services Corporation
                Columbia Remainder Corporation and its subsidiary
                         Columbia Assurance Agency, Inc.
                              801 East 86th Avenue
                        Merrillville, Indiana 46410-6272





                              Bay State Gas Company
                            Northern Utilities, Inc.
                               300 Friberg Parkway
                      Westborough, Massachusetts 01581-5039

                         Columbia Gas of Kentucky, Inc.
                           Columbia Gas of Ohio, Inc.
                         Columbia Gas of Maryland, Inc.
                       Columbia Gas of Pennsylvania, Inc.
                         Columbia Gas of Virginia, Inc.
                    Columbia Accounts Receivable Corporation
                             200 Civic Center Drive
                              Columbus, Ohio 43215

                      Columbia Gas Transmission Corporation
                            1700 MacCorkle Avenue, SE
                         Charleston, West Virginia 25314

                       Columbia Gulf Transmission Company
                             2603 Augusta, Suite 125
                              Houston, Texas 77057

            Columbia Network Services Corporation and its subsidiary
                                1600 Dublin Road
                            Columbus, Ohio 43215-1082

                     NiSource Insurance Corporation Limited
                              20 Parliament Street
                                 P.O. Box HM 649
                             Hamilton HM CX, Bermuda

                   (Names of companies filing this statement
                  and addresses of principal executive offices)

              -----------------------------------------------------

                                  NISOURCE INC.

 (Name of top registered holding company parent of each applicant or declarant)

             -------------------------------------------------------

                              Jeffrey W. Grossman,
                          Vice President and Controller
                                  NiSource Inc.
                              801 East 86th Avenue
                        Merrillville, Indiana 46410-6272

                     (Name and address of agent for service)


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The Commission is requested to mail copies of all orders, notices and other
communications to:

     Peter V. Fazio, Jr., Esq.                  William T. Baker, Jr., Esq.
     Schiff Hardin & Waite                      Thelen Reid & Priest LLP
     6600 Sears Tower                           875 Third Avenue
     Chicago, Illinois  60606-6473              New York, New York  10022


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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.
        -----------------------------------

     1.1 INTRODUCTION. NiSource Inc. ("NiSource"), a registered holding
company,/1/ directly and indirectly owns all of the issued and outstanding
common stock of ten public utility subsidiary companies: Northern Indiana Public
Service Company ("Northern Indiana"), Kokomo Gas and Fuel Company and Northern
Indiana Fuel and Light Company, Inc., Bay State Gas Company, Northern Utilities,
Inc., Columbia Gas of Kentucky, Inc., Columbia Gas of Maryland, Inc., Columbia
Gas of Ohio, Inc., Columbia Gas of Pennsylvania, Inc. and Columbia Gas of
Virginia, Inc. (collectively, the "Utility Subsidiaries"). Together, the Utility
Subsidiaries distribute gas at retail to approximately 3.3 million customers in
portions of Indiana, Ohio, Virginia, Maryland, Kentucky, Pennsylvania,
Massachusetts, New Hampshire and Maine. In addition, Northern Indiana generates,
transmits and sells electricity to approximately 441,000 customers in 21
counties in northern Indiana.

     By order dated December 30, 2003 in this proceeding (the "Prior Order"),
the Commission authorized NiSource, the Utility Subsidiaries and certain of
NiSource's direct and indirect non-utility subsidiary companies to engage in a
program of external and intrasystem financing, to organize and acquire the
securities of certain specified types of new subsidiaries, to engage in certain
non-exempt non-utility businesses, and to engage in other related transactions
in the ordinary course of business. In particular, as it relates to this
Post-Effective Amendment, NiSource, the Utility Subsidiaries, and certain of
NiSource's non-utility subsidiaries were authorized to continue as parties to
the NiSource System Money Pool Agreement ("Money Pool"), subject to terms and
conditions previously approved by the Commission in File No. 70-9681,/2/ and, to
the extent not exempt under Rule 52, the participating subsidiaries of NiSource
were authorized to make borrowings from each other and from NiSource Finance
Corp., a financing subsidiary of NiSource, pursuant to the Money Pool, and, in
connection therewith to execute and deliver their promissory notes evidencing
such Money Pool borrowings.

     1.2 FURTHER RELIEF REQUESTED. It is now requested that the Commission issue
a supplemental order in this proceeding authorizing NiSource Retail Services,
Inc. ("Retail Services"), a new non-utility subsidiary of NiSource, to become a
party to and participate in the Money Pool as a borrower,/3/ subject to the same
terms and conditions previously authorized by the Commission. Retail Services
has been added as an applicant in this proceeding.

     Retail Services, which was incorporated in November 2003, is an
"energy-related company" under Rule 58 that was organized to render
energy-management services, to sell, install, and/or service standard gas and
electric appliances, and to provide other technical services developed in the
course of utility operations, including, without limitation, in-house gas line
maintenance and repair services.

----------
1    See NiSource Inc., et al., Holding Co. Act Release No. 27263 (Oct. 30,
2000).

2    See NiSource Inc., et al., Holding Co. Act Release No. 27265 (Nov. 1,
2000).

3    Under the terms of the Prior Order, no further Commission authorization is
required for any new non-exempt subsidiary of NiSource to participate in the
Money Pool as a lender only.


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ITEM 2. FEES, COMMISSIONS AND EXPENSES.
        ------------------------------

     The additional fees, commissions and expenses incurred or to be incurred in
connection with the preparation and filing of this Post-Effective Amendment are
estimated not to exceed $2,000.

ITEM 3. APPLICABLE STATUTORY PROVISIONS.
        -------------------------------

     3.1 GENERAL. Sections 6(a), 7, 9(a), 10, 12(b) and 12(f) of the Act are
applicable to Money Pool transactions (to the extent not exempt under Rule 52).

     3.2 COMPLIANCE WITH RULES 53 AND 54. The transactions proposed herein are
also subject to Rules 53 and 54. Under Rule 53(a), the Commission shall not make
certain specified findings under Sections 7 and 12 in connection with a proposal
by a holding company to issue securities for the purpose of acquiring the
securities of or other interest in an EWG, or to guarantee the securities of an
EWG, if each of the conditions in paragraphs (a)(1) through (a)(4) thereof are
met, provided that none of the conditions specified in paragraphs (b)(1) through
(b)(3) of Rule 53 exists. Rule 54 provides that the Commission shall not
consider the effect of the capitalization or earnings of subsidiaries of a
registered holding company that are EWGs or FUCOs in determining whether to
approve other transactions if Rule 53(a), (b) and (c) are satisfied. These
standards are met.

     Rule 53(a)(1): NiSource's "aggregate investment" (as defined in Rule 53) in
EWGs is currently $304.1 million, or approximately 40.1% of NiSource's
"consolidated retained earnings" (also as defined in Rule 53) at December 31,
2003 ($749.2 million). NiSource does not hold an interest in any FUCO.

     Rule 53(a)(2): NiSource will maintain books and records enabling it to
identify investments in and earnings from each EWG and FUCO in which it directly
or indirectly acquires and holds an interest. NiSource will cause each domestic
EWG in which it acquires and holds an interest, and each foreign EWG and FUCO
that is a majority-owned subsidiary, to maintain its books and records and
prepare its financial statements in conformity with U.S. generally accepted
accounting principles ("GAAP"). All of such books and records and financial
statements will be made available to the Commission, in English, upon request.

     Rule 53(a)(3): No more than 2% of the employees of the Utility Subsidiaries
will, at any one time, directly or indirectly, render services to EWGs and
FUCOs.

     Rule 53(a)(4): NiSource will submit a copy of the Application/Declaration
in this proceeding and each amendment thereto, and will submit copies of any
Rule 24 certificates required hereunder, as well as a copy of NiSource's Form
U5S, to each of the public service commissions having jurisdiction over the
retail rates of the Utility Subsidiaries.

     In addition, NiSource states that the provisions of Rule 53(a) are not made
inapplicable to the authorization herein requested by reason of the occurrence
or continuance of any of the circumstances specified in Rule 53(b). Rule 53(c)
is inapplicable by its terms.


                                       5



ITEM 4. REGULATORY APPROVALS.
        --------------------

     No state commission, and no federal commission, other than the Commission,
has jurisdiction over the proposed transaction.

ITEM 5. PROCEDURE.
        ---------

     The applicants request the Commission to issue a supplemental order in this
proceeding approving the proposed transaction as soon as practicable. The
applicants further request that there should not be a 30-day waiting period
between issuance of the Commission's order and the date on which the order is to
become effective, waive a recommended decision by a hearing officer or any other
responsible officer of the Commission, and consent to the participation by the
Division of Investment Management in the preparation of the Commission's
decision and/or order, unless the Division of Investment Management opposes the
matters proposed herein.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.
        ---------------------------------

        A. EXHIBITS.
           --------

           (no additional exhibits are being filed with this Post-Effective
           Amendment)

        B. FINANCIAL STATEMENTS.
           --------------------

           FS-1  NiSource Inc. Consolidated Balance Sheet as of December 31,
                 2003 and Consolidated Statement of Income for the year ended
                 December 31, 2003 (incorporated by reference to NiSource Inc.'s
                 Annual Report on Form 10-K for the year ended December 31,
                 2003) (File No. 1-16189).

ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.
        ---------------------------------------

     The proposed transaction does not involve a "major federal action" nor does
it "significantly affect the quality of the human environment," as those terms
are used in section 102(2)(C) of the National Environmental Policy Act. The
proposed transaction that are the subject of this Post-Effective Amendment will
not result in changes in the operation of the applicants that will have an
impact on the environment. The applicants are not aware of any federal agency
that has prepared or is preparing an environmental impact statement with respect
to the proposed transaction.


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                                   SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies has duly caused this Post-Effective Amendment to
be signed their behalves by the undersigned thereunto duly authorized.

                                   NiSource Inc.
                                   Northern Indiana Public Service Company
                                   EnergyUSA, Inc.
                                   NiSource Capital Markets, Inc.
                                   NiSource Finance Corp.
                                   NiSource Development Company, Inc.
                                   NI Energy Services, Inc.
                                   NiSource Corporate Services Company
                                   NiSource Energy Technologies, Inc.
                                   NiSource Retail Services, Inc.
                                   Kokomo Gas and Fuel Company
                                   KGF Trading Company
                                   Northern Indiana Fuel and Light Company, Inc.
                                   Northern Indiana Trading Company, Inc.
                                   Bay State Gas Company
                                   Northern Utilities, Inc.
                                   PEI Holdings, Inc.
                                   Granite State Transmission, Inc.
                                   Crossroads Pipeline Company
                                   IWC Resources Corporation
                                   Columbia Energy Group
                                   Columbia Gas of Kentucky, Inc.
                                   Columbia Gas of Ohio, Inc.
                                   Columbia Gas of Maryland, Inc.
                                   Columbia Gas of Pennsylvania, Inc.
                                   Columbia Gas of Virginia, Inc.
                                   Columbia Network Services Corporation
                                   Columbia Atlantic Trading Corporation
                                   Columbia Deep Water Services Company
                                   Columbia Accounts Receivable Corporation
                                   NiSource Insurance Corporation Limited
                                   Columbia Gulf Transmission Company
                                   Columbia Gas Transmission Corporation


                       (signatures continued on next page)


                                       7



                                   Columbia Network Services Corporation
                                   CNS Microwave, Inc.
                                   Columbia Energy Services Corporation
                                   Columbia Remainder Corporation
                                   Columbia Assurance Agency, Inc.


                                   By: /s/ Jeffrey W. Grossman
                                           -------------------
                                   Name:   Jeffrey W. Grossman
                                   Title:  Vice President


Date: March 17, 2004


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