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                                                                  Exhibit 10-BD

                         EMPLOYMENT AGREEMENT AMENDMENT

     This Amendment, dated as of the 17th day of January, 1996, is made to the
Employment Agreement (the "Agreement") dated the 15th day of March, 1995, by
and between OLIVER G. RICHARD, III (the "Executive") and THE COLUMBIA GAS
SYSTEM, INC. (the "Company").

                              W I T N E S S E T H:

     WHEREAS, the Company and the Executive entered into the Agreement to
secure the services of the Executive as the Company's Chairman, Chief Executive
Officer and President; and WHEREAS, the Company and the Executive wish to amend
the Agreement;

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby mutually acknowledged, the Company and the Executive hereby
agree, as follows:

     1.   The following provision shall be added to Section 2 of the Agreement
as a new paragraph (e):

     "(e) Restricted Stock.

          (i)       Subject to receipt of shareholder approval at
          the Company's 1996 Annual Meeting and any necessary
          regulatory approval, the Company shall issue to the
          Executive shares of Company Common Stock subject to
          forfeiture as described in this paragraph (e) (said
          shares to be issued under this paragraph (e) being
          called "Restricted Stock") under a long term incentive
          plan (the "LTIP") established by the Company.

          (ii)       The Restricted Stock shall be issued within
          10 business days after the later of the date of receipt
          of regulatory approval or shareholder approval.

          (iii)      The number of shares of Restricted Stock to
          be issued to the Executive under this paragraph (e)
          shall equal the number (rounded up to the next whole
          share) determined by dividing $1,450,000 by the Pair
          Market Value (as defined in Section 2(d))of Company
          Common Stock on the last trading day prior to the date
          of issuance.

          (iv)      The Restricted Stock shall be subject to the
          following vesting schedule (the "Vesting Schedule"):



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     Shares Released                    Date

     20%                           January 2, 1997
     25% of remaining              January 2, 1998
     1/3 of remaining              January 4, 1999
     50% of remaining              January 3, 2000
     100% of remaining             January 2, 2001

     The number of shares to be released shall be rounded up in each
     instance to the next whole share. (Shares of Restricted Stock
     released under this clause (iv) or clause (v) of this paragraph shall
     no longer be considered Restricted Stock for purposes of this
     Agreement.)

     (v)       If the Executive's employment with the Company is
     terminated for any reason set forth in paragraph (a), (b),
     (c), (d) or (e) of Section 7 of this Agreement, the
     remaining shares of Restricted Stock shall be released on
     the actual date of employment termination.

     (vi)      If the executive's employment in terminated for
     any reason other than as specified in clause (v) of this
     paragraph, the Executive shall forfeit all remaining shares
     of Restricted Stock.

     (vii)     The Executive may not sell, pledge, assign or
     transfer the shares of Restricted Stock. However, the
     Executive shall receive all dividends as declared on
     Restricted Stock and may exercise voting and other rights of
     stock ownership of the Restricted Stock.

     (viii)    If necessary regulatory or shareholder approval is
     not obtained, as aforesaid, in lieu of issuance of
     Restricted Stock the Executive shall be entitled to a bonus,
     to be determined and paid as follows:

          The bonus first shall be calculated by
          determining the number of shares which would
          have been issued as Restricted Stock in
          clause (iii) of this paragraph (the date of
          determination of the Fair Market Value of
          Company Common Stock being the first trading
          day following the earlier of the date of
          regulatory or shareholder action constituting
          disapproval of the LTIP). On each date
          specified in the Vesting Schedule on which
          the Executive is still employed by the
          Company, the Executive shall be paid a bonus
          equal to the number of shares which would
          have been released on such date multiplied
          by the average of the Fair Market Value of




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          Company Common Stock on the last five trading
          days of the preceding calendar year. In
          addition, if the Executive's employment is
          terminated for any reason set forth in
          paragraph (a), (b), (c), (d) or (e) of
          Section 7 of this Agreement, the Company
          shall pay to the Executive as promptly as
          possible after said termination
          a bonus equal
          to an amount determined by multiplying the
          combined remaining number of shares to be
          released in the Vesting Schedule (assuming
          the release of shares in lieu of which the
          Executive received a bonus under this clause
          (viii)) by the Fair Market Value of the
          Company Common Stock on the last trading date
          prior to the date of termination."

     2.   Paragraph 2(d) of the Agreement shall be amended by deleting 
the last sentence thereof and adding the following provision:

     "In the event that thirty days after the Company's discharge
     from bankruptcy ("Day 30") the Company is unable to grant
     such option" under any Company stock option plan, such
     options shall be granted with an exercise price equal to the
     "Fair Market Value," as defined herein, of the Company stock
     on the date of grant under a stock option plan adopted by
     the Board of Directors and receiving all necessary
     shareholder and regulatory approvals, and, at the time when
     such stock options can be granted, the Executive shall
     receive a cash payment equal to the excess, if any, of the
     aggregate exercise price of such stock options as granted,
     over the Fair Market Value of 100,000 shares of the
     Company's Common Stock on Day 30. If required regulatory or
     shareholder approval is not obtained for the issuance of the
     options (or the underlying stock), in lieu of issuance of
     the options, the Executive shall be entitled to a bonus to
     be determined and paid as follows:

          (i)  on the first anniversary of the date the Company
          is discharged from bankruptcy, if the Executive is
          employed by the Company on such date, a bonus shall be
          paid equal to the amount, if a positive number,
          determined by multiplying 50,000 times (x) the Fair
          Market Value of the Company's Common Stock on such
          first anniversary date less (y) said Fair Market Value
          on Day 30;



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          (ii) on the second anniversary of the date the Company
          is discharged from bankruptcy, if the Executive is
          employed by the Company on such date, a bonus shall be
          paid equal to the amount, if a positive number,
          determined by multiplying 50,000 times (x) the Fair
          Market Value of the Company's Common Stock on such
          second anniversary date less (y) said Fair Market Value
          on Day 30.

     Fair Market Value, as used in this Agreement, on any date
     shall be the average of the high and low sales prices on the
     New York Stock Exchange for such date.

     3.   It is mutually agreed that the Agreement shall be and remain in full
force and effect except only as the same is specifically modified hereby. All
covenants, terms, obligations and conditions of the Agreement, not changed by
this Amendment, are hereby ratified and confirmed.

     4.  All the provisions of the Agreement not specifically mentioned in this
Amendment shall be considered modified to the extent necessary to be consistent
with the changes made in this Amendment.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the date first set forth above.


                            THE COLUMBIA GAS SYSTEM, INC.

                            By:     /s/ James R. Thomas II
                               ----------------------------------
                               Chairman of Compensation Committee

[Corporate Seal]

Attested:

 /s/ Carolyn M. Afsher
----------------------


                                  /s/ Oliver G. Richard III
                            -------------------------------------
                            OLIVER G. RICHARD, III