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                                                                     Exhibit 3-E







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                            COLUMBIA ENERGY GROUP

                                    ------

                                   BY-LAWS



               AS OF NOVEMBER 18, 1987; AMENDED AND RESTATED AS OF
                                JANUARY 16, 1998







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                                     BY-LAWS

                                       Of

                              COLUMBIA ENERGY GROUP


                                    ---------


                                   ARTICLE I.

                                      SEAL.

           The corporate seal of the Corporation shall consist of a metallic
      stamp circular in form, bearing in its center the figures "1926" and the
      words "Incorporated" and "Delaware" and on the outer edge the name of the
      Corporation.


                                   ARTICLE II.

                                    OFFICES.

           The location of the Corporation's principal office shall be in the
      County of New Castle, State of Delaware.

           The Corporation may, in addition to its principal office in the State
      of Delaware, establish and maintain an office or offices in such other
      states and places as the Board of Directors may from time to time find
      necessary or desirable.

           The books, documents, and papers of the Corporation, except as may be
      otherwise required by the laws of the State of Delaware, may be kept
      outside of the said State at such places as the Board of Directors may
      from time to time designate.


                                  ARTICLE III.

                                 CAPITAL STOCK.

           Every stockholder shall be entitled to have a certificate, signed by,
      or in the name of the Corporation by, the Chairman of the Board, the
      President or a Vice President and the Treasurer or an Assistant Treasurer
      or the Secretary or an Assistant Secretary of the Corporation, certifying
      the number of shares owned by him in


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      the Corporation; provided, however, that any such signature on the
      certificate may be a facsimile. In case any officer or officers, Transfer
      Agent or Registrar who shall have signed, or whose facsimile signature or
      signatures shall have been used on any such certificate or certificates
      shall cease to be such officer or officers of the Corporation, Transfer
      Agent or Registrar, whether because of death, resignation or otherwise,
      before such certificate or certificates shall have been delivered by the
      Corporation, such certificate or certificates may nevertheless be issued
      and delivered as though the person or persons who signed such certificate
      or certificates or whose facsimile signature or signatures shall have been
      used thereon had not ceased to be such officer or officers of the
      Corporation, Transfer Agent or Registrar. Such certificates shall be
      transferable on the stock books of the Corporation in person or by
      attorney, but, except as hereinafter provided in the case of loss,
      destruction or mutilation of certificates, no transfer of stock shall be
      entered until the previous certificate, if any, given for the same shall
      have been surrendered and cancelled.

           The person in whose name shares of stock stand on the books of the
      Corporation shall be deemed the owner thereof for all purposes as regards
      the Corporation.

           The Board of Directors may make such rules and regulations as it may
      deem expedient, not inconsistent with these By-Laws, concerning the issue,
      transfer and registration of certificates for shares of the capital stock
      of the Corporation. It may appoint one or more Transfer Agents or one or
      more Registrars or both, and may require all certificates of stock to bear
      the signature of either or both.

           In order that the Corporation may determine the stockholders entitled
      to notice of, or to vote at, a meeting of stockholders or any adjournment
      thereof, or to express consent to corporate action in writing without a
      meeting, or entitled to receive payment of any dividend or other
      distribution or allotment of any rights, or entitled to exercise any
      rights in respect of any other change, conversion or exchange of stock or
      for the purpose of any other lawful action, the Board of Directors may fix
      in advance a record date, which shall not be more than sixty nor less than
      ten days before the date of such meeting, nor more than sixty days prior
      to any other action. If in any case involving the determination of
      stockholders for any purpose other than notice of or voting at a meeting
      of stockholders the Board shall not fix such a record date, 

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      the record date for determining stockholders for such purpose shall
      be the close of business on the day on which the Board shall adopt the
      resolution relating thereto. A determination of stockholders entitled to
      notice of, or to vote at, a meeting of stockholders, shall apply to any
      adjournment of the meeting; provided, however, that the Board may fix a
      new record date for the adjourned meeting.

           In case of loss, destruction or mutilation of any certificate of
      stock, another may be issued in its place upon proof of such loss,
      destruction or mutilation and upon the giving to the Corporation of a bond
      sufficient to indemnify the Corporation, its Transfer Agents and
      Registrars, against any claim that may be made against it or them on
      account of the alleged loss or destruction of any such certificate or the
      issuance of such new certificate; provided, however, that a new
      certificate may be issued without requiring any bond when, in the judgment
      of the Board of Directors, it is proper so to do.

                                   ARTICLE IV.

                             STOCKHOLDERS' MEETINGS.

           (a) All meetings of the stockholders shall be held either at the
      principal office of the Corporation in the State of Delaware, or at such
      other place, either within or without the State of Delaware as the Board
      of Directors shall determine. The place at which any given meeting shall
      be held shall be distinctly specified in the notice of such meeting.

           (b) The annual meeting of the stockholders of the Corporation, for
      the election of Directors and for the transaction of such other business
      as may come before the meeting, shall be held on the second Wednesday in
      May of each year, at one o'clock in the afternoon, unless such day shall
      fall on a legal holiday, in which event the annual meeting shall be held
      on the day following. Such date and time of meeting may be changed by
      action of the Board of Directors.

           (c) Special meetings of stockholders of the Corporation may be called
      only by the Board of Directors pursuant to a 

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      resolution adopted by a majority of the total number of authorized
      directors (whether or not there exist any vacancies in previously
      authorized directorships at the time any such resolution is presented to
      the Board for adoption).

           (d) If the annual meeting of the stockholders be not held as herein
      prescribed, the election of Directors may be held at any meeting
      thereafter called pursuant to these By-Laws.

           (e) Notice of the annual and of all special meetings of the
      stockholders shall be given each holder of stock of the Corporation having
      power to vote at such meeting by depositing in the United States mail a
      written or printed notice of the same not less than ten nor more than
      sixty days prior to the meeting, with postage prepaid, to each such
      stockholder of record of the Corporation and addressed to him at his
      address as registered upon the books of the Corporation. Except in special
      cases where other provision is made by statute, no publication of any
      notice of a meeting of stockholders shall be required. Every notice of a
      meeting of stockholders shall state the place, date and hour of the
      meeting and, in the case of a special meeting, the purpose or purposes for
      which the meeting is called. Notice of any meeting of stockholders shall
      not be required to be given to any stockholder who shall attend such
      meeting in person or by proxy except a stockholder who shall attend such
      meeting for the express purpose of objecting, at the beginning of the
      meeting, to the transaction of any business because the meeting was not
      lawfully called or convened. Except where otherwise required by statute
      for an adjournment exceeding thirty days or if a new record date is fixed
      for the adjourned meeting, notice of any adjourned meeting of the
      stockholders of the Corporation shall not be required to be given if the
      time and place thereof are announced at the meeting which is adjourned.

           It shall be the duty of the officer who shall have charge of the
      stock ledger of the Corporation to prepare and make, at least ten days
      before every meeting of stockholders, a complete list of the stockholders
      entitled to vote at said meeting, arranged in alphabetical order, showing
      their addresses of record and the number of shares held by each. Such list
      shall be open to the examination of any stockholder, for any purpose
      germane to the meeting, during ordinary business hours, for a period of at
      least ten days prior to the meeting, either at a place within the city,
      town or 

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      village where the meeting is to be held and which place shall be
      specified in the notice of the meeting, or, if not so specified, at the
      place where said meeting is to be held, and the list shall be produced and
      kept at the time and place of the meeting during the whole time thereof,
      and subject to the inspection of any stockholder who may be present.

           (f) The holders of a majority of the stock issued and outstanding and
      entitled to vote thereat, present in person, or represented by proxy,
      shall be requisite and shall constitute a quorum at all meetings of the
      stockholders for the transaction of any business except as otherwise
      provided by law, by the Certificate of Incorporation or by these By-Laws.
      If, however, such majority shall not be present or represented at any
      meeting of the stockholders, the stockholders entitled to vote thereat
      present in person or by proxy shall have power to adjourn the meeting from
      time to time. At any such adjourned meeting at which the requisite amount
      of voting stock shall be represented any business may be transacted which
      might have been transacted at the meeting as originally called.

           (g) Any action required or permitted to be taken by the stockholders
      of the Corporation must be effected at a duly called annual or special
      meeting of stockholders of the Corporation and may not be effected by any
      consent in writing by such stockholders.

                                   ARTICLE V.

                               BOARD OF DIRECTORS.

           (a) The management of business and affairs of the Corporation shall
      be under the direction of a Board of Directors consisting of not less than
      thirteen (13) or more than eighteen (18) persons, the exact number to be
      fixed from time to time exclusively by the Board of Directors pursuant to
      a resolution adopted by a majority of the total number of authorized
      directors (whether or not there exist any vacancies in previously
      authorized directorships at the time of any such resolution is presented
      to the Board for adoption). At the 1986 annual meeting of stockholders,
      the directors shall be divided into three classes, as nearly equal in

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      number as possible, with the term of office of the first class to expire
      at the 1987 annual meeting of stockholders, the term of office of the
      second class to expire at the 1988 annual meeting of stockholders and the
      term of office of the third class to expire at the 1989 annual meeting of
      the stockholders. Except as otherwise provided in the Corporation's
      Certificate of Incorporation, at each annual meeting of the stockholders
      following such initial classification and election, directors elected to
      succeed those directors whose terms expire shall be elected for a term of
      office to expire at the third succeeding annual meeting of the
      stockholders after their election.

           (b) Any director of the Corporation may resign at any time by giving
      written notice thereof to the Corporation. Such resignation shall take
      effect at the time specified therefor, and unless otherwise specified with
      respect thereto the acceptance of such resignation shall not be necessary
      to make it effective. Subject to the rights of the holders of the
      Preferred Stock to elect directors under specified circumstances, any
      director, or the entire Board of Directors, may be removed from office at
      any time, but only for cause and only by the affirmative vote of the
      holders of at least 80 percent of the combined voting power of all of the
      then outstanding shares of stock of all classes and series of the
      Corporation entitled to vote generally (the "Voting Stock"), voting
      together as a single class (it being understood that, for all purposes of
      these By-Laws, each share of the Preferred Stock shall have the number of
      votes granted to it pursuant to the Corporation's Certificate of
      Incorporation or any designation of terms of any class or series of
      Preferred Stock made pursuant to the Certificate of Incorporation). The
      Corporation must notify the director of the grounds of his impending
      removal and the director shall have an opportunity, at the expense of the
      Corporation, to present his defense to the stockholders by a statement
      which accompanies or precedes the Corporation's solicitation of proxies to
      remove him. The term 'entire Board' as used in these By-Laws means the
      total number of directors which the Corporation would have if there were
      no vacancies.

           (c) Newly created directorships resulting from any increase in the
      authorized number of directors or any vacancies in the Board of Directors
      resulting from death, resignation, retirement, 

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      disqualification, removal from office or other cause may be filled
      only by a majority vote of the directors then in office, even though less
      than a quorum of the Board of Directors, acting at a regular or special
      meeting. If any applicable provision of the Delaware General Corporation
      Law expressly confers power on stockholders to fill such a directorship at
      a special meeting of stockholders, such a directorship may be filled at
      such a meeting only by the affirmative vote of at least 80 percent of the
      Voting Stock of the Corporation; provided, however, that when (a) pursuant
      to the provision of Article Fourth of the Certificate of Incorporation the
      holders of Preferred Stock have the right, and have exercised such right,
      to elect directors and (b) The Delaware General Corporation Law expressly
      confers on stockholders voting rights as aforesaid, if the directorship to
      be filled had been occupied by a director elected by holders of Common
      Stock, then such directorship shall be filled by an 80 percent vote as
      aforesaid, but if such directorship to be filled had been elected by
      holders of Preferred Stock, then such directorship shall be filled by the
      majority vote of the holders of Preferred Stock. Any director elected in
      accordance with the two preceding sentences shall hold office for the
      remainder of the full term of the directors in which the new directorship
      was created or the vacancy occurred and until such director's successor
      shall have been elected and qualified. No decrease in the authorized
      number of directors constituting the entire Board of Directors shall
      shorten the term of any incumbent director.

           (d) Without prejudice to the general powers conferred by subdivision
      (a) of this Article, the Board of Directors shall have and exercise each
      and every power granted to them in Article Ninth of the Certificate of
      Incorporation of the Corporation.

           (e) Regular meetings of the Board of Directors shall be held at such
      office or offices, whether within or without the State of Delaware, and at
      such times as the Board shall from time to time determine.

           Special meetings of the Board of Directors may be called at any time
      by the Chief Executive Officer or, if he is incapacitated or unable to
      call such meetings, by any member of the Board of Directors. Such meetings
      may take place in the office of the Corporation in the State of Delaware
      or in such office or offices as the Directors may establish.

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           (f) Except as aforesaid, notice of all special meetings of the Board
      of Directors shall be given to each Director by five days' service of the
      same by telegram, or telephone or letter or personally. Notice of any
      special meeting of the Board of Directors shall state the place and hour
      of the meeting, but need not state the purposes thereof. Notice of any
      meeting of the Board or of any Committee need not be given to any Director
      if waived by him in writing, or by telegraph or cable, whether before or
      after such meeting be held, or if he shall be present at the meeting; and
      any meeting of the Board of Directors or of any Committee shall be a legal
      meeting without any notice thereof having been given, if all the members
      shall be present thereat. Notice of regular meetings of the Board need not
      be given. In the absence of written instructions from a Director
      designating some other address, notice shall be sufficiently given if
      addressed to him at his usual business address.

           (g) Except as provided in clause (c) of this Article, one-third of
      the total number of Directors shall constitute a quorum for the
      transaction of business at all meetings of the Board of Directors; but
      less than a quorum may adjourn the meeting.

           (h) Each Director of the Corporation shall be entitled to receive
      such fixed sum per meeting of the Board of Directors attended, or such
      annual sum, or both, as the Board shall from time to time determine,
      together with his expenses of attendance at such meeting.



                                   ARTICLE VI.

                              STANDING COMMITTEES.

           (a) The Board of Directors shall, by resolution adopted by a majority
      of the whole Board, designate annually three or more of their number, one
      of whom shall be the Chief Executive Officer, to constitute an Executive
      Committee which shall have power to authorize the seal of the Corporation
      to be affixed to all papers which may require it, and shall have and may
      exercise in the intervals between the meetings of the Board of Directors
      the 

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      powers of the Board in the management of the business and affairs of
      the Corporation (including the power and authority to declare a dividend
      and to authorize the issuance of stock) except the power in reference to
      amending the Certificate of Incorporation, adopting an agreement of merger
      or consolidation, recommending to the stockholders the sale, lease or
      exchange of all or substantially all the Corporation's property and
      assets, recommending to the stockholders a dissolution of the Corporation
      or a revocation of a dissolution, or amending the By-Laws of the
      Corporation. The Executive Committee shall study and report to the Board
      of Directors on such matters as shall be referred to it by the Board or by
      the Chairman of the Board or Chief Executive Officer. The Board of
      Directors may also designate one or more other Directors as alternate
      members of the Executive Committee, who may replace any absent or
      disqualified member at any meeting of the Committee. In the absence or
      disqualification of a member of the Committee, the member or members
      thereof present at any meeting and not disqualified from voting, whether
      or not he or they constitute a quorum, may unanimously appoint another
      Director to act at the meeting in the place of any such absent or
      disqualified member. Each member of the Executive Committee shall continue
      to be a member thereof only during the pleasure of a majority of the whole
      Board.

           (b) The Board of Directors shall designate the Chairman of the
      Executive Committee, who may be any member thereof. In the absence from
      any meeting of the Executive Committee of its Chairman, the Committee may
      appoint a Chairman of the meeting. At any meeting at which the Executive
      Committee may exercise its power to act in intervals between the meetings
      of the Board in the management of the business and affairs of the
      Corporation, the Secretary of the Corporation shall act as Secretary
      thereof. In the absence from any such meeting of the Secretary, and at any
      other meeting of the Committee, the Committee may appoint a Secretary of
      the meeting.

           (c) Meetings of the Executive Committee may be called at the request
      of any member of the Committee. Two days' notice of each meeting of the
      Executive Committee shall be given by mail, telegraph or telephone or be
      delivered personally, to each member of the Committee. Notice of any
      meeting need not be given to any 

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      member of the Executive Committee if waived by him in writing or by
      telegraph or cable, whether before or after such meeting be held, or if he
      shall be present at the meeting; and any meeting of the Committee shall be
      a legal meeting without any notice thereof having been given, if all the
      members of the Committee shall be present thereat. In the absence of
      written instructions from a member of the Executive Committee designating
      some other address, notice shall be sufficiently given if addressed to him
      at his usual business address. Subject to the provisions of this Article
      VI, the Executive Committee, by resolution of a majority of all of its
      members, shall fix its own rules of procedure and shall keep a record of
      its proceedings and report them to the Board of Directors at the next
      regular meeting thereof after such proceedings shall have been taken. All
      such proceedings shall be subject to revision or alteration by the Board
      of Directors; provided, however, that third parties shall not be
      prejudiced by such revision or alteration.

           (d) A quorum of the Executive Committee for the transaction of
      business shall consist of not less than one-third of the total number of
      members thereof nor less than two members thereof, and the act of a
      majority of those present at a meeting at which a quorum is present shall
      be the act of the Executive Committee. Less than a quorum may adjourn a
      meeting. The members of the Executive Committee shall act only as a
      committee, and the individual members shall have no power as such.

           (e) Any member of the Executive Committee may resign at any time by
      giving written notice to the Chief Executive Officer or to the Secretary
      of the Corporation. Such resignation shall take effect at the time
      specified in such notice and, unless otherwise specified therein, the
      acceptance of such resignation shall not be necessary to make it
      effective.

           (f) Any vacancy in the Executive Committee shall be filled by the
      vote of a majority of the whole Board of Directors.

           (g) The members of the Executive Committee shall be entitled to
      receive such fees and compensation as the Board of Directors may
      determine.

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           (h) The Board of Directors may, by resolution adopted by a majority
      of the whole Board, also appoint such other standing or temporary
      committees from time to time as they may see fit, investing them with all
      or any part of their own powers. All committees shall adopt their own
      rules of procedure and shall keep regular minutes of their transactions in
      books kept in the office of the Corporation, and shall report the same to
      the Board of Directors or to the Executive Committee at the various
      meetings thereof.





                                  ARTICLE VII.

                                    OFFICERS.

           (a) The officers of the Corporation shall be the President, one or
      more Vice Presidents, the Secretary and the Treasurer, who shall be
      elected by the Board of Directors, and such additional Assistant
      Secretaries, Assistant Treasurers, and special subordinate officers as may
      from time to time be elected or appointed by the Board of Directors or
      appointed by the Chief Executive Officer. A Chairman of the Board and a
      Vice Chairman of the Board may be elected by the Board of Directors. The
      Board shall designate an officer as the Chief Executive Officer.

           Any two of the above offices, not counting the title of Chief
      Executive Officer, may be held by the same person.

           The Chief Executive Officer shall, if present, preside at all
      meetings of the stockholders and at all meetings of the Board of
      Directors, provided, however, that if there is a Chairman of the Board who
      is not the Chief Executive Officer, the Chairman of the Board, if present,
      shall preside at all meetings of the stockholders and the Board of
      Directors. The Chief Executive Officer or an officer designated by him
      shall make a report on the state of the business of the Corporation at
      each annual meeting of stockholders. From time to time, the Chief
      Executive Officer or officers designated by him shall report to the
      stockholders and to the Board of Directors and to the Executive Committee
      all matters within the knowledge of the Chief Executive Officer which in
      his 

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      judgment the interests of the Corporation may require to be brought
      to their notice.

           All of the officers of the Corporation shall hold office for one year
      and until others are elected or appointed and qualified in their stead,
      unless in the election or appointment of the officer it shall be specified
      that he holds his office for a shorter period or subject to the pleasure
      of the Board of Directors or the Chief Executive Officer.

           All vacancies in such offices by resignation, death or otherwise may
      be filled by the Board of Directors. In the case of absence or inability
      to act of any officer of the Corporation, and of any person herein
      authorized to act in his place, the Board of Directors may from time to
      time delegate the powers or duties of such officer to any other officer or
      any Director or other person whom they may select.

           (b) The Chief Executive Officer shall have general and active
      supervision and direction over the business and affairs of the Corporation
      and over its several officers; subject, however, to the control of the
      Board of Directors and of the Executive Committee. He shall see that all
      orders and resolutions of the Board of Directors and of the Executive
      Committee are carried into effect. He may be ex officio a member of all
      standing committees of the Board of Directors, and he shall perform such
      other duties as may be assigned to him from time to time by the Board of
      Directors or by the Executive Committee.

           (c) The Chairman or Vice Chairman of the Board, if elected, shall
      perform such duties as from time to time may be assigned by the Board of
      Directors or by the Executive Committee.

           (d) The President and the Vice Presidents shall perform such duties
      as the Board of Directors shall, from time to time, require.

           (e) The Treasurer shall keep full and accurate accounts of receipts
      and disbursements in books belonging to the Corporation, shall deposit all
      moneys and other valuables in the name and to the credit of the
      Corporation, in such depositaries as may be directed by the Board of
      Directors, shall disburse the funds of the Corporation as may be ordered
      by the Board or the Chief 

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      Executive Officer taking proper vouchers therefor, and shall render
      to the Chief Executive Officer and the Directors whenever they may require
      it an account of all his transactions as Treasurer and of the financial
      condition of the Corporation.

           He shall also perform such other duties as the Board of Directors may
      from time to time require.

           If required by the Board of Directors he shall give the Corporation a
      bond in a form and in a sum with surety satisfactory to the Board of
      Directors for the faithful performance of the duties of his office and the
      restoration to the Corporation in the case of his death, resignation or
      removal from office, of all books, papers, vouchers, money and other
      property of whatever kind in his possession belonging to the Corporation.

           At the request of the Treasurer, or in his absence or inability to
      act, the Assistant Treasurer or, if there be more than one, the Assistant
      Treasurer designated by the Treasurer, shall perform the duties of the
      Treasurer and when so acting shall have the powers of and be subject to
      all the restrictions of the Treasurer. The Assistant Treasurers shall
      perform such other duties as may from time to time be assigned to them by
      the Chief Executive Officer, the Treasurer or the Board of Directors.

           (f) The Secretary shall attend all meetings of the Board of Directors
      and of the stockholders and act as Clerk thereof and record all votes and
      the minutes of all proceedings in a book to be kept for that purpose, and
      shall perform like duties for the standing committees when required.

           He shall keep in safe custody the seal of the Corporation and,
      whenever authorized by the Board or the Executive Committee, affix the
      seal to any instrument requiring the same.

           He shall see that proper notice is given of all meetings of the
      stockholders of the Corporation and of the Board of Directors and shall
      perform such other duties as may be prescribed from time to time by the
      Board of Directors or the Chief Executive Officer.

           At the request of the Secretary, or in his absence or inability to
      act, the Assistant Secretary or, if there be more than one, the Assistant
      Secretary designated by the Secretary, shall perform the duties of the
      Secretary and when so acting shall have all the powers of and be subject
      to all the restrictions of the Secretary. The Assistant Secretaries shall
      perform such other duties 

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      as may from time to time be assigned to them by the Chief Executive
      Officer, the Secretary or the Board of Directors.

           (g) Any officer of the Corporation may be removed, either with or
      without cause, at any time, by resolution adopted by the Board of
      Directors at a regular meeting or at a special meeting of the Board called
      for that purpose, by any Committee upon whom such power of removal may be
      conferred by the Board of Directors or by a superior officer upon whom
      such power of removal may be conferred by the Board of Directors.


                                  ARTICLE VIII.

                         CONTRACTS, CHECKS, NOTES, ETC.

           (a) All contracts and agreements authorized by the Board of Directors
      or the Executive Committee, and all checks, drafts, notes, bonds, bills of
      exchange and orders for the payment of money (including orders for
      repetitive or non-repetitive electronic funds transfers) shall, unless
      otherwise directed by the Board of Directors, or unless otherwise required
      by law, be signed by any two of the following officers: the Chairman of
      the Board, the President, any Vice President, the Treasurer, the
      Secretary, any Assistant Treasurer or any Assistant Secretary; provided
      that in every case at least one such officer shall be the Chairman of the
      Board, the President, a Vice President, the Treasurer or the Secretary.
      The Board of Directors may, however, notwithstanding the foregoing
      provision, by resolution adopted at any meeting, authorize any of said
      officers to sign checks, drafts and such orders for the payment of money
      singly and without necessity of countersignature, and may designate
      officers of the Corporation other than those named above, or different
      combinations of such officers, who may, in the name of the Corporation,
      execute checks, drafts, and such orders for the payment of money in its
      behalf. Further, the Treasurer is authorized to designate to the
      Corporation's banks, in writing, individuals employed in the Columbia
      Energy Group Service Corporation Cash Management Department, who need not
      be officers or employees of the Corporation, to give in the name of the
      Corporation telephonic, telegraphic, or electronic transfer instructions
      for the payment of

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      money, which may, with respect to routine items, include instructions
      as to the amount to be transferred, to any bank, pursuant to previously
      issued written orders, signed by officers of the Corporation in any manner
      provided above, which designate the recipients of such amounts and which
      identify what shall be treated as routine items.

           (b) Anything in subdivision (a) of this Article VIII to the contrary
      notwithstanding, the officers of this Corporation may open in the name of
      the Corporation special accounts appropriately designated in which shall
      be deposited funds of the Corporation transferred from the Corporation's
      other accounts by its checks signed in accordance with the requirements of
      subdivision (a) of this Article VIII, but from which special accounts
      funds may be disbursed by check, draft, or other instrument of the
      Corporation designated as drawn against such special account and signed by
      the single signature of any one of the executive officers of the
      Corporation authorized by subdivision (a) of this Article VIII to sign
      checks, drafts and other instruments of the Corporation or signed by the
      single signature of any other person expressly authorized by the Board to
      sign checks, drafts and other instruments disbursing funds from such
      special accounts.

           (c) Anything in subdivision (a) of this Article VIII to the contrary
      notwithstanding, (i) bonds, notes, debentures and other evidence of
      indebtedness of the Corporation issued under an indenture may be executed
      in the name of the Corporation by the facsimile signature, printed,
      engraved or otherwise used thereon, of the Chairman of the Board, the
      President or any Vice President of the Corporation, and the corporate seal
      affixed thereto or impressed, printed, engraved or otherwise reproduced
      thereon may be attested by the facsimile signature of the Secretary or an
      Assistant Secretary of the Corporation, provided that the indenture
      require the same to be authenticated by the trustee under such indenture,
      and (ii) interest coupons attached to any such bond, note, debenture or
      other evidence of indebtedness may be executed on behalf of the
      Corporation by the facsimile signature of the Treasurer of the
      Corporation.

                                       15

<PAGE>   17




                                   ARTICLE IX.

                                  FISCAL YEAR.

           The fiscal year of the Corporation shall begin on the first day of
      January in each year.


                                   ARTICLE X.

                              AMENDMENT OF BY LAWS.

           These By-Laws may be amended, added to, rescinded or repealed at any
      meeting of the Board of Directors or of the stockholders, provided notice
      of the proposed change was given in the notice of the meeting or, in the
      case of a meeting of the Board of Directors, in a notice given not less
      than two days prior to the meeting; provided, however, that,
      notwithstanding any other provisions of these By-Laws or any provision of
      law which might otherwise permit a lesser vote or no vote, but in addition
      to any affirmative vote of the holders of any particular class or series
      of the Voting Stock required by law, the Certificate of Incorporation, any
      class or series of Preferred Stock or these By-Laws, the affirmative vote
      of at least 80 percent of the total number of authorized directors
      (whether or not there exist any vacancies in previously authorized
      directorships at the time any such alteration, amendment or repeal is
      presented to the Board for adoption), shall be required to alter, amend or
      repeal Article IV (c), IV (g), V (a), V (b), V (c), and V (g) of these
      By-Laws or this proviso to this Article X of these By-Laws.


                                   ARTICLE XI.

                               NATIONAL EMERGENCY.

           (a) Definition and Application. For the purposes of this Article XI
      the term "national emergency" is defined as an emergency situation
      resulting from an attack upon the United States, a nuclear disaster within
      the United States, a catastrophe, or 

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<PAGE>   18

      other emergency condition, as a result of which attack, disaster,
      catastrophe or emergency condition a quorum of the Board of Directors
      cannot readily be convened for action. Persons not directors of the
      Corporation may conclusively rely upon a determination by the Board of
      Directors of the Corporation, at a meeting held or purporting to be held
      pursuant to this Article XII that a national emergency as hereinabove
      defined exists regardless of the correctness of such determination made or
      purporting to be made as hereinafter provided. During the existence of a
      national emergency the provisions of this Article XII shall become
      operative, but, to the extent not inconsistent with such provisions, the
      other provisions of these By-Laws shall remain in effect during any
      national emergency and upon its termination the provisions of this Article
      XII shall cease to be operative.

           (b) Meetings, etc. When it is determined in good faith by any
      director that a national emergency exists, special meetings of the Board
      of Directors may be called by such director. The director calling any such
      special meeting shall make a reasonable effort to notify all other
      directors of the time and place of such special meeting, and such effort
      shall be deemed to constitute the giving of notice of such special
      meeting, and every director shall be deemed to have waived any
      requirement, of law or otherwise, that any other notice of such special
      meeting be given. At any such special meeting two directors shall
      constitute a quorum for the transaction of business including, without
      limiting the generality hereof, the filling of vacancies among directors
      and officers of the Corporation and the election of additional Vice
      Presidents, Assistant Secretaries and Assistant Treasurers. The act of a
      majority of the directors present thereat shall be the act of the Board of
      Directors. If at any such special meeting of the Board of Directors there
      shall be only one director present, such director present may adjourn the
      meeting from time to time until a quorum is obtained, and no further
      notice thereof need be given of any such adjournment.

           The directors present at any such special meeting shall make
      reasonable effort to report any action taken thereat to all absent
      directors, but failure to give such report shall not affect the validity
      of the action taken at any such meeting. All directors, officers,
      employees and agents of, and all persons dealing with, the Corporation, if
      acting in good faith, may conclusively rely upon any action taken at any
      such special meeting.

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<PAGE>   19

           (c) Amendment. The Board of Directors shall have the power to alter,
      amend, or repeal any of these By-Laws by the affirmative vote of at least
      two-thirds (2/3) of the directors present at any special meeting attended
      by two (2) or more directors and held in the manner prescribed in (b) of
      this Article, if it is determined in good faith by said two-thirds (2/3)
      that such alteration, amendment or repeal would be conducive to the proper
      direction of the Corporation's affairs.

           (d) Chief Executive Officer. If, during the existence of a national
      emergency, the Chief Executive Officer of the Corporation becomes
      incapacitated, cannot by reasonable effort be located, or otherwise is
      unable or unavailable to perform the duties of his office, an Executive
      Vice President of the Corporation, if there be one, is hereby designated
      as Chief Executive Officer. The Executive Vice President senior in office,
      if there be more than one, shall so serve. If an Executive Vice President
      is unable or unavailable to perform the duties of the Chief Executive
      Officer of the Corporation, the senior available Vice President shall be
      designated as Chief Executive Officer, such seniority to be determined by
      the date on which such Vice President was first elected or appointed to
      such office. If none of the foregoing officers is able or available to
      perform the duties of the Chief Executive Officer, the next senior
      available officer of the Corporation is hereby designated as Chief
      Executive Officer, such seniority to be determined by the date on which he
      was first elected or appointed to serve.

           (e) Substitute Directors. To the extent required to constitute a
      quorum at any meeting of the Board of Directors during a national
      emergency, the officers of the Corporation who are present shall be
      deemed, in order of rank of office and within the same rank in order of
      election or appointment to such office, directors for such meeting.


           I, Secretary of COLUMBIA ENERGY GROUP, hereby certify that the
      foregoing constitutes a true and correct copy of the By-Laws of said
      Corporation, effective November 18,1987; and 

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<PAGE>   20

      amended and restated as of January 16, 1998, to reflect the change in
      the Corporation's name.

           IN WITNESS WHEREOF, I have hereunto set my hand and the seal of said
      Corporation, this day of


                                             /s/ C.M.Afshar
                                        -------------------------
                                                 Secretary






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