<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly period ended MARCH 31, 2002


            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the Transition period from ______ to ______

                          Commission file number 1-1098

                              COLUMBIA ENERGY GROUP

             (Exact Name of Registrant as Specified in its Charter)

                      Delaware                          13-1594808
            (State or other jurisdiction of           (IRS Employer
            incorporation or organization)           Identification No.)


              801 East 86th Avenue, Merrillville, IN         46410
            (Address of principal executive offices)       (Zip Code)


        Registrant's telephone number, including area code (877) 647-5990


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ].

As of November 1, 2000, all shares of the registrant's Common Shares, $.01 par
value, were issued and outstanding, all held beneficially and of record by
NiSource Inc.

The registrant meets the conditions set forth in General Instructions H(1)(a)
and (b) of Form 10-Q and is therefore filing this form with the reduced
disclosure format.
<PAGE>
                     COLUMBIA ENERGY GROUP AND SUBSIDIARIES
                           FORM 10-Q QUARTERLY REPORT
                      FOR THE QUARTER ENDED MARCH 31, 2002

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                               Page
<S>                                                                                            <C>
PART I     FINANCIAL INFORMATION

           Item 1.  Financial Statements

                    Statements of Consolidated Income.......................................    3

                    Consolidated Balance Sheets.............................................    4

                    Statements of Consolidated Cash Flows...................................    6

                    Notes...................................................................    7

           Item 2.  Management's Narrative Analysis of Results of Operations................    11

           Item 3.  Quantitative and Qualitative Disclosures About Market Risk..............    13


PART II    OTHER INFORMATION

           Item 1.  Legal Proceedings.......................................................    14

           Item 2.  Changes in Securities and Use of Proceeds...............................    16

           Item 3.  Defaults Upon Senior Securities.........................................    16

           Item 4.  Submission of Matters to a Vote of Security Holders.....................    16

           Item 5.  Other Information.......................................................    16

           Item 6.  Exhibits and Reports on Form 8-K........................................    16

           Signature........................................................................    17
</TABLE>


                                       2
<PAGE>
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (unaudited)

<TABLE>
<CAPTION>
Three Months Ended March 31, ( in millions)                                                2002           2001
-------------------------------------------                                                ----           ----
<S>                                                                                       <C>          <C>
NET REVENUES
   Energy sales                                                                           $ 608.4      $ 1,168.0
   Less:  Products purchased                                                                349.8          854.0
                                                                                          -------      ---------
   Gross Margin                                                                             258.6          314.0
   Transportation                                                                           273.2          258.5
   Production gas sales                                                                      51.0           46.7
   Other                                                                                     41.2           48.5
                                                                                          -------      ---------
Total Net Revenues                                                                          624.0          667.7
                                                                                          -------      ---------
OPERATING EXPENSES
   Operation and maintenance                                                                181.4          201.0
   Depreciation and depletion                                                                58.7           58.6
   Gain on sale of assets                                                                    (3.5)             -
   Other taxes                                                                               62.2           65.2
                                                                                          -------      ---------
Total Operating Expenses                                                                    298.8          324.8
                                                                                          -------      ---------
OPERATING INCOME                                                                            325.2          342.9
                                                                                          -------      ---------
OTHER INCOME (DEDUCTIONS)
   Interest income and other, net                                                             5.4           (1.2)
   Interest expense and related charges                                                     (29.7)         (46.8)
                                                                                          -------      ---------
Total Other Income (Deductions)                                                             (24.3)         (48.0)
                                                                                          -------      ---------
INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES                                                                      300.9          294.9
INCOME TAXES                                                                                114.1          110.6
                                                                                          -------      ---------
INCOME FROM CONTINUING OPERATIONS                                                           186.8          184.3
                                                                                          -------      ---------
DISCONTINUED OPERATIONS - NET OF TAXES
   Income (Loss) from operations                                                                -              -
   Estimated (loss) on disposal                                                                 -           (1.0)
                                                                                          -------      ---------
Loss from Discontinued Operations - net of taxes                                                -           (1.0)
                                                                                          -------      ---------
   Cumulative effect of change in accounting principle                                          -            4.0
                                                                                          -------      ---------
NET INCOME                                                                                $ 186.8      $   187.3
                                                                                          =======      =========
The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.
</TABLE>


                                       3
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       MARCH 31,         December 31,
(in millions)                                                                            2002                2001
<S>                                                                                    <C>               <C>
ASSETS
PROPERTY, PLANT AND EQUIPMENT
   Gas utility and other plant, at original cost                                       $ 8,314.2          $ 8,267.0
   Accumulated depreciation                                                             (3,936.1)          (3,879.1)
                                                                                       ---------          ---------
   Net Gas Utility and Other Plant                                                       4,378.1            4,387.9
                                                                                       ---------          ---------
   Gas and oil producing properties, successful efforts method
     United States cost center                                                             928.3              934.2
     Canadian cost center                                                                   14.9               14.2
   Accumulated depletion                                                                  (417.0)            (407.4)
                                                                                       ---------          ---------
   Net Gas and Oil Producing Properties                                                    526.2              541.0
                                                                                       ---------          ---------
Net Property, Plant and Equipment                                                        4,904.3            4,928.9
                                                                                       ---------          ---------
INVESTMENTS AND OTHER ASSETS
   Unconsolidated affiliates                                                                32.2               28.9
   Net assets of discontinued operations                                                       -               60.0
   Affiliated Notes Receivable                                                              23.9               23.9
   Other                                                                                    17.2              (13.2)
                                                                                       ---------          ---------
Total Investments and Other Assets                                                          73.3               99.6
                                                                                       ---------          ---------
CURRENT ASSETS
   Cash, temporary cash investments and affiliated money pool                              359.3               53.8
   Accounts receivable
     Customer (less allowance for doubtful accounts
       of $20.2 and $25.3, respectively)                                                   350.3              385.0
     Affiliated                                                                            111.8               81.3
     Other                                                                                  69.5               29.9
   Gas inventory                                                                            15.7              195.7
   Other inventories - at average cost                                                      14.8               14.5
   Prepayments                                                                              83.7               84.4
   Regulatory assets                                                                        78.7               75.4
   Underrecovered gas costs                                                                 44.0               60.1
   Deferred property taxes                                                                  40.8               48.7
   Exchange gas receivable                                                                 140.8              186.8
   Price risk management assets                                                              7.5               65.8
   Other                                                                                   149.0              103.1
                                                                                       ---------          ---------
Total Current Assets                                                                     1,465.9            1,384.5
                                                                                       ---------          ---------
REGULATORY ASSETS                                                                          368.8              364.2
DEFERRED CHARGES                                                                           120.1              117.5
                                                                                       ---------          ---------
TOTAL ASSETS                                                                           $ 6,932.4          $ 6,894.7
                                                                                       =========          =========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.


                                       4
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                        MARCH 31,         December 31,
(in millions)                                                                             2002                2001
-------------                                                                             ----                ----
<S>                                                                                     <C>               <C>
CAPITALIZATION AND LIABILITIES
COMMON STOCK EQUITY
   Common stock, par value $.01 per share - issued
     3,000  shares                                                                            $ -                $ -
   Additional paid in capital                                                             1,369.2            1,370.5
   Retained earnings                                                                        939.4              755.3
   Accumulated other comprehensive income                                                    35.5               51.3
                                                                                        ---------          ---------
Total Common Stock Equity                                                                 2,344.1            2,177.1
Long-Term Debt                                                                            1,354.0            1,356.9
                                                                                        ---------          ---------
Total Capitalization                                                                      3,698.1            3,534.0
                                                                                        ---------          ---------
CURRENT LIABILITIES
   Current maturities of long-term debt                                                     281.7              281.7
   Accounts and drafts payable                                                               96.7              258.4
   Affiliated payable                                                                        39.3               58.9
   Accrued taxes                                                                            319.3              232.8
   Accrued interest                                                                          63.7               28.6
   Estimated rate refunds                                                                    14.1                9.1
   Overrecovered gas costs                                                                      -               45.6
   Transportation and exchange gas payable                                                  218.7              285.1
   Deferred revenue                                                                         118.0               89.0
   Customer accounts receivable credit balances                                              61.9              120.6
   Other                                                                                    418.3              341.7
                                                                                        ---------          ---------
Total Current Liabilities                                                                 1,631.7            1,751.5
                                                                                        ---------          ---------
OTHER LIABILITIES AND DEFERRED CREDITS
   Deferred income taxes, noncurrent                                                        788.6              759.4
   Investment tax credits                                                                    29.4               29.8
   Postretirement benefits other than pensions                                              103.6              104.9
   Regulatory liabilities                                                                    32.3               32.9
   Deferred revenue                                                                         403.0              435.4
   Other                                                                                    245.7              246.8
                                                                                        ---------          ---------
Total Other Liabilities and Deferred Credits                                              1,602.6            1,609.2
                                                                                        ---------          ---------
TOTAL CAPITALIZATION AND LIABILITIES                                                    $ 6,932.4          $ 6,894.7
                                                                                        =========          =========
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.


                                       5
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
Three Months Ended March 31, (in millions)                                                   2002               2001
-------------------------------------------                                                   ----               ----
<S>                                                                                     <C>                <C>
Operating Activities
   Net Income                                                                             $ 186.8            $ 187.3
   Adjustments to reconcile net income to net cash from continuing operations:
     Loss from discontinued operations                                                         --                1.0
     Cumulative effect of accounting change, net of tax                                        --               (4.0)
     Depreciation and depletion                                                              58.7               58.6
     Deferred income taxes                                                                  (96.6)             (26.3)
     Loss/Earnings from equity investment, net of distributions                              (3.3)              (2.7)
     Deferred revenue                                                                        (3.4)              (0.1)
     Other - net                                                                             89.0               12.1
                                                                                          -------            -------
                                                                                            231.2              225.9
                                                                                          -------            -------
   Changes in components of working capital:
     Accounts receivable, net                                                               (35.4)            (351.4)
     Gas inventory                                                                          180.0               88.1
     Prepayments                                                                              0.7               (0.9)
     Accounts payable                                                                      (161.7)            (159.5)
     Accrued taxes                                                                           86.5              132.8
     Accrued interest                                                                        35.1               33.1
     Estimated rate refunds                                                                   5.0               (3.1)
     Under/Overrecovered gas costs                                                           16.1              364.4
     Exchange gas receivable/payable                                                        (20.4)              (4.0)
     Other working capital                                                                   13.3              (28.0)
                                                                                          -------            -------
Net Cash from Continuing Operations                                                         350.4              297.4
Net Cash from Discontinued Operations                                                          --              (15.5)
                                                                                          -------            -------
Net Cash from Operating Activities                                                          350.4              281.9
                                                                                          -------            -------
Investment Activities
   Capital expenditures                                                                     (42.0)             (63.0)
   Purchases and sales of investments - net                                                    --                6.2
                                                                                          -------            -------
Net Investment Activities                                                                   (42.0)             (56.8)
                                                                                          -------            -------
Financing Activities
   Issuance (repayment) of short-term debt                                                     --             (521.0)
   Intercompany short-term financing                                                           --              292.2
   Other financing activities                                                                (2.9)              (5.0)
                                                                                          -------            -------
Net Financing Activities                                                                     (2.9)            (233.8)
                                                                                          -------            -------
Increase (Decrease) in cash, temporary cash investments and affiliated money pool           305.5              (8.7)
Cash and temporary cash investments at beginning of year                                     53.8               73.5
                                                                                          -------            -------
Cash, Temporary Cash Investments and Affiliated Money Pool
  at End of Year                                                                         $  359.3            $  64.8
                                                                                          =======            =======
Supplemental Disclosures of Cash Flow Information
   Cash paid for interest                                                                     9.4                9.4
   Cash paid for income taxes (net of refunds)                                                 --                5.3
                                                                                          -------            -------
</TABLE>

The accompanying Notes to Consolidated Financial Statements are an integral part
of these statements.


                                       6
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.       BASIS OF ACCOUNTING PRESENTATION

The accompanying unaudited consolidated financial statements for Columbia Energy
Group (Columbia) reflect all normal recurring adjustments that are necessary, in
the opinion of management, to present fairly the results of operations in
accordance with accounting principles generally accepted in the United States.

The accompanying financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in Columbia's
Annual Report on Form 10-K (Form 10-K) for the fiscal year ended December 31,
2001. Income for interim periods may not be indicative of results for the
calendar year due to weather variations and other factors. Certain
reclassifications have been made to the 2001 financial statements to conform to
the 2002 presentation. The 2001 results have been adjusted to reflect the change
to successful efforts accounting in Columbia's Exploration and Production
segment.

2.       RESTRUCTURING ACTIVITIES

During 2000, Columbia developed and began the implementation of a plan to
restructure its operations as a result of the acquisition of Columbia by
NiSource Inc. (NiSource). The restructuring plan included a severance program, a
transition plan to implement operational efficiency throughout Columbia's
operations and a voluntary early retirement program. During 2001, the
restructuring initiative was continued with the addition of a plan to
restructure the operations within the Distribution segment.

For all of the plans, a total of approximately 750 management, professional,
administrative and technical positions will be eliminated. As of March 31, 2002,
approximately 450 employees had been terminated. At March 31, 2002 and December
31, 2001, the consolidated balance sheets reflected liabilities of $31.5 million
and $31.4 million related to the restructuring plans, respectively.

A portion of the liability related to the October 2000 charge was transferred to
NiSource. This related to the merger of Columbia Energy Group Services, Inc.
with NiSource Corporate Services, Inc. The reported liabilities and employee
counts have been reduced to take into account the effect of the merger.

3.       DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE

On August 21 2001, Columbia sold the stock and assets of Columbia Propane to
AmeriGas Partners L.P. (AmeriGas) for approximately $196.0 million, consisting
of $152.0 million in cash and $44.0 million of AmeriGas partnership common
units. The loss on the sale of Columbia Propane amounted to an after-tax loss of
$50.6 million. Columbia has also sold substantially all the assets of Columbia
Petroleum Corporation.

The loss from discontinued operations and the estimated loss on disposal
information are provided in the following table:

<TABLE>
<CAPTION>
Three Months Ended March 31, (in millions)           2002              2001
------------------------------------------           ----              ----
<S>                                                  <C>               <C>
Loss from discontinued operations                       -                  -
Income tax benefit                                      -                  -
                                                      ---              -----
Net Loss from Discontinued Operations                 $ -              $   -
                                                      ---              -----
Estimated loss on disposal                              -                1.5
Income tax benefits                                     -                0.5
                                                      ---              -----
NET LOSS ON DISPOSAL                                  $ -              $ 1.0
                                                      ---              -----
</TABLE>

The net assets of the discontinued operations were as follows:


                                       7
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
                                                   March 31,       December 31,
(in millions)                                        2002              2001
------------------------------------------           ----              ----
<S>                                                  <C>             <C>
NET ASSETS OF DISCONTINUED OPERATIONS
   Accounts receivable, net                           $ -            $   -
   Property, plant and equipment, net                   -                -
   Other assets                                         -               60.6
   Accounts payable                                     -               (0.6)
   Other liabilities                                    -                -
NET ASSETS OF DISCONTINUED OPERATIONS                 $ -            $  60.0
</TABLE>

4.       RISK MANAGEMENT ACTIVITIES

Columbia uses commodity-based derivative financial instruments to manage
certain risks inherent in its business. Columbia accounts for its derivatives
under Statement of Financial Accounting Standards No. 133 (SFAS No. 133),
"Accounting for Derivative Instruments and Hedging Activities."

SFAS NO. 133. The activity for 2002 with respect to cash flow hedges included
the following:

<TABLE>
<CAPTION>
(in millions, net of tax)                                                                              2002
-------------------------                                                                              ----
<S>                                                                                                   <C>
Net unrealized gains on derivatives qualifying as cash flow hedges at December 31, 2001               $ 52.4

Unrealized hedging gains arising during the period on derivatives qualifying as cash flow hedges         9.2

Reclassification adjustment for net gain included in net income                                        (25.0)
                                                                                                      ------
Net unrealized gains on derivatives qualifying as cash flow hedges, net of tax                        $ 36.6
                                                                                                      ------
</TABLE>

Unrealized gains and losses on Columbia's cash flow and fair value hedges were
recorded as price risk management assets and liabilities. The accompanying
Consolidated Balance Sheets reflected price risk management assets related to
unrealized gains and losses on hedges of $62.8 million and $65.2 million at
March 31, 2002, and December 31, 2001, respectively, of which $7.5 and $65.1
million were included in "Current Assets" and $55.3 and $0.1 million were
included in "Deferred Charges." Price risk management liabilities related to
unrealized gains and losses on hedges were $13.6 million and $4.8 million at
March 31, 2002, and December 31, 2001, respectively, all of which was included
in "Current Liabilities."

During the first quarter of 2002, a net loss of approximately $0.7 million, net
of tax, was recognized in earnings due to time value and there were no
components of the derivatives' fair values excluded in the assessment of hedge
effectiveness. Also during the first quarter, Columbia reclassified $2.4
million, net of tax, related to its cash flow hedges of natural gas production,
from other comprehensive income to earnings due to the probability that the
forecasted transactions would not occur. It is anticipated that during the next
twelve months the expiration and settlement of cash flow hedge contracts will
result in net loss recognition of amounts currently classified in other
comprehensive income of approximately $2.0 million, net of tax.


                                       8
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.       PRESENTATION OF SEGMENT INFORMATION

Columbia manages its operations in four primary segments: 1) distribution, 2)
transmission and storage, 3) exploration and production, and 4) other products
and services. The following table provides information concerning these major
business segments. Revenues include intersegment sales to affiliated
subsidiaries, which are eliminated when consolidated. Affiliated sales are
recognized on the basis of prevailing market or regulated prices. Operating
income is derived from revenues and expenses directly associated with each
segment.


                                       9
<PAGE>
ITEM 1.  FINANCIAL STATEMENTS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

<TABLE>
<CAPTION>
(in millions)                                   2002             2001
-------------                                   ----             ----
<S>                                           <C>              <C>
REVENUES
DISTRIBUTION
   Unaffiliated                               $ 708.9          $ 1,279.3
   Intersegment and affiliates                    4.6                0.3
                                              -------          ---------
Total                                           713.5            1,279.6
                                              -------          ---------
TRANSMISSION AND STORAGE
   Unaffiliated                                 174.0              183.1
   Intersegment and affiliates                   71.2               72.4
                                              -------          ---------
Total                                           245.2              255.5
                                              -------          ---------
EXPLORATION AND PRODUCTION
   Unaffiliated                                  58.2               53.2
   Intersegment and affiliates                   15.4                1.8
                                              -------          ---------
Total                                            73.6               55.0
                                              -------          ---------
OTHER PRODUCTS AND SERVICES
   Unaffiliated                                   5.5                9.3
   Intersegment and affiliates                    0.1                0.1
                                              -------          ---------
Total                                             5.6                9.4
                                              -------          ---------
Adjustments and eliminations                    (67.9)             (71.4)
                                              -------          ---------
Transportation Cost *                             3.8               (6.4)
                                              -------          ---------
CONSOLIDATED REVENUES                         $ 973.8          $ 1,521.7
                                              -------          ---------
</TABLE>

*Transportation revenues on consolidated income statement were adjusted by these
costs.

<TABLE>
<CAPTION>
(in millions)                                  2002               2001
-------------                                  ----               ----
<S>                                          <C>                <C>
OPERATING INCOME (LOSS)
   Distribution                              $ 151.7            $ 190.2
   Transmission and Storage                    125.8              140.4
   Exploration and Production                   38.4               17.8
   Other Products and Services                   9.7               (4.8)
   Corporate                                    (0.4)              (0.7)
CONSOLIDATED                                 $ 325.2            $ 342.9
</TABLE>

6.       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

SFAS NOS. 141 AND 142 - BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE
ASSETS. In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." The key
requirements of the two interrelated Statements include mandatory use of the
purchase method of accounting for business combinations, discontinuance of
goodwill amortization, a revised framework for testing for goodwill impairment
at a "reporting unit" level, and new criteria for the identification and
potential amortization of other intangible assets. Other changes to existing
accounting standards involve the amount of goodwill to be used in determining
the gain or loss on the disposal of assets and a requirement to test goodwill
for impairment at least annually. The Business Combinations Statement is
generally effective for combinations initiated after June 30, 2001. The
Statement on Goodwill and Other Intangible Assets is effective for fiscal years
beginning after December 15, 2001. Columbia presently has no goodwill recorded,
and therefore, these new statements do not presently affect the company.


                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS

COLUMBIA ENERGY GROUP AND SUBSIDIARIES

Columbia meets the conditions specified in General Instruction H(1)(a) and (b)
to Form 10-Q and is permitted to use the reduced disclosure format for
wholly-owned subsidiaries of companies, such as NiSource, that are reporting
companies under the Securities Exchange Act of 1934. Accordingly, this Columbia
Management's Narrative Analysis of Results of Operations is included in this
report, and Columbia has omitted from this report the information called for by
Part I. Item 2 (Management's Discussion and Analysis of Financial Condition and
Results of Operations).

Forward Looking Statements

The Management's Narrative Analysis, including statements regarding market risk
sensitive instruments, contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Investors and prospective investors
should understand that many factors govern whether any forward-looking statement
contained herein will be or can be achieved. Any one of those factors could
cause actual results to differ materially from those projected. These
forward-looking statements include, but are not limited to, statements
concerning Columbia's plans, proposed dispositions, objectives, expected
performance, expenditures and recovery of expenditures through rates, stated on
either a consolidated or segment basis, and any and all underlying assumptions
and other statements that are other than statements of historical fact. From
time to time, Columbia may publish or otherwise make available forward-looking
statements of this nature. All such subsequent forward-looking statements,
whether written or oral and whether made by or on behalf of Columbia, are also
expressly qualified by these cautionary statements. All forward-looking
statements are based on assumptions that management believes to be reasonable;
however, there can be no assurance that actual results will not differ
materially. Realization of Columbia's objectives and expected performance is
subject to a wide range of risks and can be adversely affected by, among other
things, increased competition in deregulated energy markets, weather,
fluctuations in supply and demand for energy commodities, successful
consummation of proposed acquisitions and dispositions, growth opportunities for
Columbia's regulated and nonregulated businesses, dealings with third parties
over whom Columbia has no control, actual operating experience of acquired
assets, Columbia's ability to integrate acquired operations into its operations,
the regulatory process, regulatory and legislative changes, changes in general
economic, capital and commodity market conditions and counter-party credit risk,
many of which are beyond the control of Columbia.

The following Management's Narrative Analysis should be read in conjunction with
the Columbia Annual Report on Form 10-K for the fiscal year ended December 31,
2001.

                     FIRST QUARTER 2002 CONSOLIDATED RESULTS

Net Income

Columbia reported net income for the first quarter 2002 of $186.8 million, a
decrease of $0.5 million from the first quarter of 2001, primarily due to warmer
weather that decreased volumes delivered to the Distribution segment customers.
Weather for the 2002 period was 14% warmer compared to the same period in 2001.
Offsetting this decrease in lower net revenues were lower operation and
maintenance and interest expenses.

Net Revenues

First quarter 2002 consolidated net revenues (operating revenues less associated
products purchased costs) were $624.0 million, a $43.7 million decrease over the
same period last year. This decrease was primarily attributable to 14% warmer
weather and decreased demand due to the economic downturn. Partially offsetting
this decrease were increased revenues in the Exploration and Production segment
reflecting the benefits of favorable hedge positions for production in the 2002
period.

Expenses

Operating expenses for the first quarter of 2002 were $298.8 million, a decrease
of $26.0 million over the same period last year. The decrease was mainly due to
lower operating and maintenance expenses of $19.6 million primarily due to
decreased labor costs, lower amounts for uncollectible customer receivables and
the benefit of insurance recoveries for environmental remediation costs. Also
reducing expenses was an additional recovery from the sale of assets of Columbia
Energy Services.


                                       11
<PAGE>
ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES

Other Income (Deductions)

Other Income (Deductions) reduced pre-tax income by $24.3 million for the first
quarter of 2002 compared to a reduction of $48.0 million in the same period last
year. This change is primarily due to a decrease in interest expense from lower
interest rates.

Income Taxes

Income tax expense of $114.1 million for the first quarter of 2002 increased
$3.5 million due to higher pre-tax income.

Discontinued Operations

For the first three months in 2002, Columbia had no activity from discontinued
operations due to the completion of its sales of its propane and petroleum
operations in 2001. In the first quarter of 2001, Columbia's discontinued
operations recorded an after-tax loss on disposal of $1.0 million relating to
its propane business.

                         LIQUIDITY AND CAPITAL RESOURCES

A significant portion of Columbia's operations is subject to seasonal
fluctuations in cash flow. During the heating season, which is primarily from
November through March, cash receipts from sales and transportation services
typically exceed cash requirements. Conversely, during the remainder of the
year, cash on hand together with external short-term financing, as needed, is
used to purchase gas to place in storage for heating season deliveries, perform
necessary maintenance of facilities, make capital improvements in plant and
expand service.

Columbia satisfies its liquidity requirements primarily through internally
generated funds and through intra-system financing arrangements with NiSource
Finance Corp. (NFC), NiSource's financing subsidiary. NFC borrows funds through
its revolving credit facility and through the commercial paper markets. NFC
maintains a $1.75 billion revolving credit facility with a syndicate of banks
for advance purposes and for back-up liquidity purposes for its commercial paper
program. The credit facility is guaranteed by NiSource.

As of March 31, 2002, Columbia did not have any intercompany short-term
borrowings with NFC outstanding. In addition, at March 31, 2002, Columbia had
letters of credit issued and outstanding of $17.0 million.

Columbia has entered into interest rate swap agreements to modify the interest
characteristics of its outstanding long-term debt. Under the terms of all the
swap agreements, Columbia pays interest based on a floating rate index and
receives interest based on a fixed rate. The effect of these agreements is to
modify the interest rate characteristics of a portion of Columbia's long-term
debt from fixed to variable.

In October 1999, Columbia of Ohio entered into an agreement to sell, without
recourse, substantially all of its trade accounts receivable to Columbia
Accounts Receivable Corporation (CARC), a wholly owned subsidiary of Columbia.
At the same time, CARC entered into an agreement, with a third party, Canadian
Imperial Bank of Commerce (CIBC), to sell a percentage ownership interest in a
defined pool of accounts receivable (Sales Program). Under this Sales Program,
CARC can transfer an undivided interest in a designated pool of its accounts
receivable on an ongoing basis up to a maximum of either $125.0 million or
$100.0 million, as determined by the seasonal fluctuation in Columbia of Ohio's
account receivable balances and the mutual consent of both parties. The amount
available at any measurement date varies based upon the level of eligible
receivables. Under these agreements, CARC may not sell any new affiliate
receivables to the conduit if Columbia's debt rating falls below BBB or Baa2 at
Standard and Poor's and Moody's, respectively. In addition, if Columbia's debt
rating falls below investment grade, the agreements terminate and CARC may not
sell any new affiliate receivables to the conduit. Under this agreement,
approximately $125.0 million of receivables were sold as of March 31, 2002.


                                       12
<PAGE>
ITEM 2.  MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES

Management believes that its sources of funding are sufficient to meet the
short-term and long-term liquidity needs of Columbia.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted pursuant to General Instruction H(2)(c).


                                       13
<PAGE>
                                     PART II

ITEM 1.  LEGAL PROCEEDINGS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES

1.       CANADA SOUTHERN PETROLEUM LTD. V. COLUMBIA GAS DEVELOPMENT OF CANADA
         LTD. This action was originally filed March 7, 1990. The plaintiffs
         asserted, among other things, that the defendant working interest
         owners, including Columbia Gas Development of Canada Ltd. (Columbia
         Canada) and various Amoco affiliates, breached an alleged fiduciary
         duty to ensure the earliest feasible marketing of gas from the
         Kotaneelee field (Yukon Territory, Canada). The plaintiffs sought,
         among other remedies, the return of the defendants' interests in the
         Kotaneelee field to the plaintiffs, a declaration that such interests
         are held in trust for the plaintiffs and an order requiring the
         defendants to promptly market Kotaneelee gas or assessing damages.

         In November 1993, the plaintiffs amended their Amended Statement of
         Claim to include allegations that the balance in the Carried Interest
         Account (an account for operating costs, which are recoverable, by
         working interest owners), which is in excess of the balance as of
         November 1988, should be reduced to zero. Columbia Canada consented to
         the amendment in consideration of the plaintiffs' acknowledgment that
         approximately $63 million was properly charged to the account.

         Pursuant to an Indemnification Agreement regarding the Kotaneelee
         Litigation entered into when Columbia Canada was sold to Anderson
         Exploration Ltd. (Anderson), Columbia agreed to indemnify and hold
         Anderson harmless for losses due to this litigation arising out of
         actions occurring prior to December 31, 1991. An escrow account
         provides security for the indemnification obligation and is funded by a
         letter of credit with a face amount of approximately $35,835,000 (Cdn).

         A trial commenced in the third quarter of 1996 in the Court of Queen's
         Bench for the Province of Alberta and judgment was issued in September
         2001. The court dismissed most of the plaintiffs' claims, including the
         fiduciary duty claim, but did order a reduction of the Carried Interest
         Account in the amount of $5.3 million (Cdn.) and ordered that the
         defendants were not entitled to charge the plaintiffs processing fees.
         The inability to charge the plaintiffs processing fees does not affect
         Columbia. The monetary value of these two items has not been
         determined. The plaintiffs have filed an appeal of the judgment. The
         Court has not yet set a date when it will hear the appeal; however, it
         has established a schedule for the filing of the arguments and
         responses of the parties, all of which must be completed by November
         30, 2002.

2.       UNITED STATES OF AMERICA EX REL. JACK J. GRYNBERG V. COLUMBIA GAS
         TRANSMISSION CORP., ET AL.

         The plaintiff filed a complaint under the False Claims Act, on behalf
         of the United States of America, against approximately seventy
         pipelines. The plaintiff claimed that the defendants had submitted
         false royalty reports to the government (or caused others to do so) by
         mismeasuring the volume and heating content of natural gas produced on
         Federal land and Indian lands. Plaintiff's original complaint was
         dismissed without prejudice for misjoinder of parties and for failing
         to plead fraud with specificity. In 1997, the plaintiff then filed over
         sixty-five new False Claims Act complaints against over 330 defendants
         in numerous Federal courts. One of those complaints was filed in the
         Federal District Court for the Eastern District of Louisiana against
         Columbia and twelve affiliated entities. Plaintiff's second complaint
         repeats the mismeasurement claims previously made and


                                       14
<PAGE>
ITEM 1.  LEGAL PROCEEDINGS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES

         adds valuation claims alleging that the defendants have undervalued
         natural gas for royalty purposes in various ways, including by making
         sales to affiliated entities at artificially low prices. Most of the
         Grynberg cases were transferred to Federal court in Wyoming in 1999. In
         December 1999, the Columbia defendants filed a motion to dismiss
         plaintiff's second complaint primarily based on a failure to plead
         fraud with specificity. In May 2001, the Court denied the Columbia
         defendants' motion to dismiss. The Columbia defendants joined together
         with numerous other defendants and filed a motion requesting the
         district court to amend its order to include a certification so that
         the defendants could request permission from the United States Court of
         Appeals for the Tenth Circuit to appeal a controlling question of law.
         That motion was denied on July 2, 2001.

3.       QUINQUE OPERATING CO. ET AL V. GAS PIPELINES, ET AL.

         Plaintiff filed an amended complaint in Stevens County, Kansas state
         court on September 23, 1999, against over 200 natural gas measurers,
         mostly natural gas pipelines, including Columbia and fourteen
         affiliated entities. The allegations in Quinque are similar to those
         made in Grynberg; however, Quinque broadens the claims to cover all oil
         and gas leases (other than the Federal and Indian leases that are the
         subject of Grynberg). Quinque asserts a breach of contract claim,
         negligent or intentional misrepresentation, civil conspiracy, common
         carrier liability, conversion, violation of a variety of Kansas
         statutes and other common law causes of action. Quinque purports to be
         a nationwide class action filed on behalf of all similarly situated gas
         producers, royalty owners, overriding royalty owners, working interest
         owners and certain state taxing authorities. The defendants had
         previously removed the case to Federal court. On January 12, 2001, the
         Federal court remanded the case to state court. In June 2001, the
         plaintiff voluntarily dismissed nine of the thirteen Columbia entities.
         Discovery relating to personal jurisdiction has begun. On September 12,
         2001 the four remaining Columbia defendants along with other defendants
         filed a joint motion to dismiss the amended complaint. That motion is
         currently pending before the court.

4.       VIVIAN K. KERSHAW ET AL. V. COLUMBIA NATURAL RESOURCES, INC., ET AL.

         In February 2000, plaintiff filed a complaint in New York state court
         against Columbia, Columbia Natural Resources, Inc. and Columbia
         Transmission. The complaint alleges that Kershaw owns an interest in an
         oil and gas lease in New York and that the defendants have underpaid
         royalties on those leases by, among other things, failing to base
         royalties on the price at which natural gas is sold to the end user and
         by improperly deducting post-production costs. The complaint also seeks
         class action status on behalf of all royalty owners in oil and gas
         leases operated by Columbia Resources. Plaintiff seeks the alleged
         royalty underpayments and punitive damages. Columbia Resources and
         Columbia Transmission removed the case to Federal court in March 2000.
         The Federal court has now remanded Kershaw back to New York state
         court. The Columbia defendants' motion to dismiss was partially granted
         and partially denied by the New York state court judge on September 24,
         2001. On December 3, 2001 the defendants filed an answer to the
         plaintiffs' complaint.

5.       ANTHONY GONZALEZ, ET AL. V. NATIONAL PROPANE CORPORATION, ET AL.

         On December 11, 1997, plaintiffs Anthony Gonzalez, Helen Pieczynski, as
         Special Administrator of the Estate of Edmund Pieczynski, deceased,
         Michael Brown and Stephen Pieczynski filed a multiple-count complaint
         for personal injuries in the Circuit Court of Cook County, Illinois
         against National Propane Corporation and the Estate of Edmund
         Pieczynski sounding in strict tort liability and negligence. National
         Propane Corporation was acquired by Columbia in 1999, and this
         litigation was retained by Columbia when Columbia Propane was sold in
         2001. Plaintiff's complaint arises from an explosion and fire, which
         occurred in a Wisconsin vacation cottage in 1997. National Propane,
         L.P. filed a third-party complaint for contribution against Natural Gas
         Odorizing and Phillips Petroleum Company. Written discovery has been
         completed and the parties are conducting oral discovery of the fact
         witnesses. The case has a scheduled trial date of October 17, 2002.

6.       COLUMBIA GAS TRANSMISSION CORP. V. CONSOLIDATION COAL CO., ET AL.

         On December 21, 1999, Columbia Transmission filed a complaint in
         Federal court in Pittsburgh, Pennsylvania against Consolidation Coal
         Co. and McElroy Coal Co. (collectively, Consol), seeking declaratory
         and permanent injunctive relief enjoining Consol from pursuing its
         current plan to conduct longwall mining through Columbia Transmission's
         Victory Storage Field (Victory) in northern West Virginia. The
         complaint was served on April 10, 2000. In October 2001, the parties
         reached an agreement in principle to settle this matter and the related
         case described below.


                                       15
<PAGE>
ITEM 1.  LEGAL PROCEEDINGS (continued)

COLUMBIA ENERGY GROUP AND SUBSIDIARIES

7.       MCELROY COAL COMPANY V. COLUMBIA GAS TRANSMISSION CORPORATION. On
         February 12, 2001, McElroy Coal Company (McElroy), an affiliate of
         Consolidation Coal Co., filed a complaint against Columbia Transmission
         in Federal court in Wheeling, West Virginia. The West Virginia
         complaint seeks declaratory and injunctive relief as to McElroy's
         alleged right to mine coal within Victory, and Columbia Transmission's
         obligation to take all necessary measures to permit McElroy to longwall
         mine. The complaint also seeks compensation for the inverse
         condemnation of any coal that cannot be mined due to Columbia
         Transmission's Victory operations. Except for the claim of inverse
         condemnation, McElroy's West Virginia complaint appears to be virtually
         identical to Consol's original counterclaim to Columbia Transmission's
         Federal court action in Pennsylvania. On April 10, 2001, the West
         Virginia case was dismissed without prejudice. In October 2001, the
         parties reached an agreement in principle to settle this matter and the
         related case described above.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Omitted pursuant to General Instruction H(2)(b)

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Omitted pursuant to General Instruction H(2)(b)

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted pursuant to General Instruction H(2)(b)

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS TO FORM 10-Q

          Exhibit
          Number

          12*      Statements of Ratio of Earnings to Fixed Charges
                   *Filed herewith

          There were no reports on Form 8-K filed during the first quarter of
          2002.


                                       16
<PAGE>
SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                    Columbia Energy Group
                                           -------------------------------------
                                                        (Registrant)





Date:  May 10, 2002                By:              /s/ Jeffrey W. Grossman
                                           -------------------------------------
                                                     Jeffrey W. Grossman
                                                Vice President and Controller
                                                (Principal Accounting Officer
                                                and Duly Authorized Officer)


                                       17