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                                                                     Exhibit 3-D


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                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       Of

                              COLUMBIA ENERGY GROUP






                          [COLUMBIA ENERGY GROUP LOGO]




As Filed with the Delaware Secretary of State on November 28, 1995, and amended
and restated effective as of January 16, 1998.




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                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              COLUMBIA ENERGY GROUP


           Columbia Energy Group, a corporation organized and existing under the
      laws of the State of Delaware, hereby certifies as follows: The name of
      the corporation is Columbia Energy Group. Columbia Energy Group was
      originally incorporated under the name Columbia Gas & Electric Corporation
      and the original Certificate of Incorporation of the Corporation was filed
      with the Secretary of State of the State of Delaware on September 30,
      1926. This Restated Certificate of Incorporation was duly adopted pursuant
      to Sections 103, 242 and 245 of the General Corporation Law of the State
      of Delaware. Upon filing with the Secretary of State, in accordance with
      Section 103, this Restated Certificate of Incorporation amends and
      restates and shall henceforth supersede the original Certificate of
      Incorporation and shall, as it may thereafter be amended in accordance
      with its terms and applicable law, be the Certificate of Incorporation of
      the Corporation. The text of the Certificate of Incorporation as
      heretofore amended or supplemented is hereby amended and restated to read
      in its entirety as follows:


                                    Article I
                                      Name

           The name of this Corporation is Columbia Energy Group.

                                   Article II
                                Registered Office

           The registered office of the Corporation in the State of Delaware is
      located at The Corporation Trust Center, 1209 Orange Street, in the City
      of Wilmington, County of New Castle. The name of its registered agent is
      The Corporation Trust Company, and the address of said registered agent is
      Corporation Trust Center, 1209 Orange Street, in said city.


                                   Article III
                              Statement of Purpose

           The nature of the business to be conducted and the purposes of the
      Corporation are to engage in any lawful act or activity for which
      corporations may be organized under the Delaware General Corporation Law,
      as amended.


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                                   Article IV
                            Classes of Capital Stock

           The total number of shares of all classes of stock which the
      Corporation shall have authority to issue is One hundred forty million
      (140,000,000), of which Forty million (40,000,000) shares of the par value
      of Ten dollars (S10.00) each are to be of a class designated Preferred
      Stock and One hundred million (100,000,000) shares of the par value of Ten
      dollars (S10.00) each are to be of a class designated Common Stock.

           To the extent required by Section 1123(aX6) of the U.S. Bankruptcy
      Code (11 U.S.C Section 1123(a)(6)) no nonvoting equity securities of the
      Corporation shall be issued. This provision shall have no further force
      and effect beyond that required by Section 1123(a)(6) and is applicable
      only for so long as such Section is in effect and applicable to the
      Corporation.

                                 A. Common Stock

           1. Subject to the powers, preferences and other special rights
      afforded Preferred Stock by the provisions of this Article IV or
      resolutions adopted pursuant hereto, the holders of the Common Stock shall
      be entitled to receive to the extent permitted by Delaware law, such
      dividends as may from time to time be declared by the Board of Directors.

           2. Except as otherwise required by Delaware law and as otherwise
      provided in this Article IV and resolutions adopted pursuant hereto with
      respect to Preferred Stock, and subject to the provisions of the Bylaws of
      the Corporation, as from time to time amended, with respect to the closing
      of the transfer books and the fixing of a record date for the
      determination of stockholders entitled to vote, the holders of the Common
      Stock shall exclusively possess voting power for the election of directors
      and for all other purposes, and the holders of the Preferred Stock shall
      have no voting power and shall not be entitled to any notice of any
      meeting of stockholders.

           3. At all elections of directors by stockholders of the Corporation,
      each holder of Common Stock, and each holder of Preferred Stock, if
      entitled to vote at such election, shall be entitled to as many votes as
      shall equal the number of his shares of Common Stock or Preferred Stock,
      as the case may be, multiplied by the number of directors for whom he as
      such holder shall then be entitled to vote, and he may cast all of such
      votes for one of such directors or may distribute them among any two or
      more of them as he may see fit.

           4. Any action required or permitted to be taken by the stockholders
      of the Corporation must be effected at an annual or special meeting of
      stockholders of the Corporation and may not be effected by any consent in
      writing by such stockholders. Except as otherwise required by law and
      subject to the rights of the holders of any class or any series of
      Preferred Stock, special meetings of stockholders of the Corporation may
      be called only by the Board of Directors pursuant to a resolution adopted
      by a majority of the total number of authorized directors

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      (whether or not there exist any vacancies in previously authorized
      directorships at the time any such resolution is presented to the Board
      for adoption).

           5. In the event of the voluntary or involuntary liquidation,
      dissolution, distribution of assets or winding-up of the Corporation,
      after distribution in full of the preferential amounts, if any, to be
      distributed to the holders of shares of Preferred Stock, as set forth in
      the resolutions adopted with respect to such series under this Article IV,
      holders of Common Stock shall be entitled to receive all of the remaining
      assets of the Corporation of whatever kind available for distribution to
      the stockholders ratably and in proportion to the number of shares of
      Common Stock held by them respectively. The Board of Directors may
      distribute in kind to the holders of Common Stock such remaining assets of
      the Corporation or may sell, transfer, otherwise dispose of all or any
      part of such remaining assets to any other corporation, trust or other
      entity and receive payment therefor in cash, stock or obligations of such
      other corporation, trust or other entity, or a combination thereof, and
      may set all or make any part of the consideration so received and
      distributed or any balance thereof in kind to holders of Common Stock. The
      merger or consolidation of the Corporation into or with any other
      corporation, or the merger of any other corporation into it, or any
      purchase or redemption of shares of stock of the Corporation of any class,
      shall not be deemed to be a dissolution, liquidation, or winding-up of the
      Corporation for the purposes of this Article IV.

                               B. Preferred Stock

           The designations and the powers, preferences and rights, and the
      qualifications, limitations or restrictions thereof, of the classes of
      stock of the Corporation which are fixed by the Certificate of
      Incorporation, and the express grant of authority to the Board of
      Directors of the Corporation to fix by resolution or resolutions the
      designations and the powers, preferences and rights, and the
      qualifications, limitations or restrictions thereof, of the shares of
      Preferred Stock, which are not fixed by the Certificate of Incorporation,
      are as follows:

           1. The Preferred Stock may be issued from time to time in any amount,
      not exceeding in the aggregate the total number of shares of Preferred
      Stock herein above authorized, as Preferred Stock of one or more series,
      as hereinafter provided. All shares of any one series of Preferred Stock
      shall be alike in every particular, each series thereof shall be
      distinctively designated by letter or descriptive words, and all series of
      Preferred Stock shall rank equally and be identical in all respects except
      as permitted by the provisions of Subsection B.2 of this Article IV.

           2. Authority is hereby expressly granted to and vested in the Board
      of Directors from time to time to issue the Preferred Stock as Preferred
      Stock of any series and in connection with the creation of each such
      series to fix, by the resolution or resolutions providing for the issue of
      shares thereof, the voting powers, designations, preferences and relative,
      participating, optional or other special rights, and the qualifications,
      limitations or restrictions thereof, if any, of such series, to the full
      extent now or hereafter permitted by the laws of the State of Delaware.
      Pursuant to the foregoing general authority vested in the Board of
      Directors, but not in limitation of the powers conferred on the Board of
      Directors thereby and by the laws of the State of Delaware, the

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      Board of Directors is expressly authorized to determine with respect to 
      each series of Preferred Stock:


           (a)  the designation of such series and number of shares constituting
                such series;

           (b)  the dividend rate or amount of such series, the payment dates
                for dividends on shares of such series, the status of such
                dividends as cumulative or non-cumulative, the date from which
                dividends on shares of such series, if cumulative, shall be
                cumulative, and the status of such as participating or
                non-participating after the payment of dividends as to which
                such shares are entitled to any preference;

           (c)  the price or prices (which amount may vary under different
                conditions or at different dates) at which, and the times, terms
                and conditions on which, the shares of such series may be
                redeemed at the option of the Corporation;

           (d)  whether or not the shares of such series shall be made
                optionally or mandatorily convertible into, or exchangeable for,
                shares of any other class or classes or of any other series of
                the same or any other class or classes of stock of the
                Corporation or other securities and, if made so convertible or
                exchangeable, the conversion price or prices, or the rates of
                exchange, and the adjustments thereof, if any, at which such
                conversion or exchange may be made and any other terms and
                conditions of such conversion or exchange;

           (e)  whether or not the shares of such series shall be entitled to
                the benefit of a retirement or sinking fund to be applied to the
                purchase or redemption of shares of such series, and if so
                entitled, the amount of such fund and the manner of its
                application, including the price or prices at which shares of
                such series may be redeemed or purchased through the application
                of such fund;

           (f)  whether or not the issue of any additional shares of such series
                or any future series in addition to such series or of any shares
                of any other class of stock of the Corporation shall be subject
                to restrictions and, if so, the nature thereof;

           (g)  the rights and preferences, if any, of the holders of such
                series of Preferred Stock upon the voluntary or involuntary
                liquidation, dissolution or winding-up of the Corporation, and
                the status of the shares of such series as participating or
                non-participating after the satisfaction of any such rights and
                preferences;

           (h)  the full or limited voting rights, if any, to be provided for
                shares of such series, in addition to the voting rights provided
                by law; and

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           (i)  any other relative powers, preferences and participating,
                optional or other special rights and the qualifications,
                limitations or restrictions thereof, of shares of such series;

      in each case, so far as not inconsistent with the provisions of this
      Certificate of Incorporation or the Delaware General Corporation Law then
      in effect.











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                                    Article V
                               Board of Directors

                      A. Election and Removal of Directors

           1. The Board of Directors shall consist 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 any such resolution is presented to
      the Board for adoption), provided, however, this provision shall not act
      to limit Board size in the event a class or classes of Preferred Stock are
      entitled to elect directors to the exclusion of holders of Common Stock.
      The directors shall be classified, with respect to the time for which they
      severally hold office, into three classes, as nearly equal in number as
      possible, as may be, provided in the manner specified in the Bylaws, Class
      I Directors to hold office initially for a term expiring at the annual
      meeting of stockholders to be held in 1997, Class II Directors to hold
      office initially for a term expiring at the annual meeting of stockholders
      to be held in 1998, and Class III Directors to hold office initially for a
      term expiring at the annual meeting of stockholders to be held in 1999,
      with the members of each class to hold office until their successors are
      duly elected and qualified. At each annual meeting of the stockholders of
      the Corporation, the successors to the class, of directors whose term
      expires at that meeting shall be elected to hold office for a term
      expiring at the annual meeting of stockholders held in the third year
      following the year of their election.

           2. Notwithstanding the foregoing and except as otherwise provided by
      law, whenever the holders of any series of the Preferred Stock shall have
      the right (to the exclusion of holders of Common Stock) to elect directors
      of the Corporation pursuant to the provisions of Article IV and any
      resolution adopted pursuant thereto, the election of such directors of the
      Corporation shall be governed by the terms and provisions of said
      resolutions and such directors so elected shall not be divided into
      classes pursuant to this Subsection A.2 of Article V and shall be elected
      to hold office for a term expiring at the annual meeting of stockholders
      held in the first year following their election or, if such right of the
      holders of the Preferred Stock is terminated, for a term expiring in
      accordance with the provisions of such resolutions.

           3. 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, 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 or any resolution
      adopted pursuant to Article IV 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 combined voting powers of the outstanding
      shares of stock of the Corporation entitled to vote generally; provided,
      however, that when (a) pursuant to the provisions of Article IV or any
      resolutions adopted pursuant thereto, the holders of any series of
      Preferred Stock have the right (to the exclusion of holders of 

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      the Common Stock), and have exercised such right, to elect directors
      and (b) Delaware General Corporation Law or any such resolution expressly
      confers on stockholders voting rights as aforesaid, if the directorship to
      be filled had been occupied by a director elected by the 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 in
      accordance with the applicable resolutions adopted under Article IV. Any
      director elected in accordance with the two preceding sentences shall hold
      office for the remainder of the full term of the class of directors in
      which the new directorship was created or the vacancy occurred and until
      such director's successor shall have been elected and qualified unless
      such director was elected by holders of Preferred Stock (acting to the
      exclusion of the holders of Common Stock), in which case such director's
      term shall expire in accordance with the applicable resolutions adopted
      pursuant to Article IV. No decrease in the number of authorized directors
      constituting the entire Board of Directors shall shorten the term of any
      incumbent director, except, as otherwise provided in the applicable
      resolutions adopted pursuant to Article IV, with respect to directorships
      created pursuant to one or more series of Preferred Stock.

           4. Subject to the rights of the holders of any class or series of
      Preferred Stock to elect directors under specified circumstances, any
      director or 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 the Corporation entitled to vote generally, voting together as
      a single class (it being understood that for all purposes of this Article
      V, each share of Preferred Stock shall have the number of votes, if any,
      granted to it pursuant to this Certificate of Incorporation or any
      designation of terms of any class or series of Preferred Stock made
      pursuant to this Certificate of Incorporation).

           5. Notwithstanding any other provision of this Certificate of
      Incorporation 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 stock of the Corporation
      required by law, this Certificate of Incorporation or any Preferred Stock
      certificate of designation, 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 this Article V, or any
      provision hereof.

                   B. Liability, Indemnification and Insurance

           1. Limitation on Liability. To the fullest extent that the Delaware
      General Corporation Law as it exists on the date hereof or as it may
      hereafter be amended permits the limitation or elimination of the personal
      liability of directors, no director of the Corporation shall be liable to
      the Corporation or its stockholders for monetary damages for breach of
      fiduciary duty as a director. No amendment to or repeal of this Section B.
      1 shall apply to or have any effect on the liability or alleged liability
      of any director of the Corporation for or with respect to any acts or
      omissions of such director occurring prior to such amendment or repeal.

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           2. Right to Indemnification. The Corporation shall to the fullest
      extent permitted by applicable law as then in effect indemnify any person
      (the Indemnitee who was or is involved in any manner (including, without
      limitation, as a party or a witness) or is threatened to be made so
      involved in any threatened, pending or completed investigation, claim,
      action, suit or proceeding, whether civil, criminal, administrative or
      investigative (including without limitation, any action, suit or
      proceeding by or in the right of the Corporation to procure a judgment in
      its favor) (a "Proceeding") by reason of the fact that such person is or
      was a director, officer, employee or agent of the Corporation, or of the
      Columbia Energy Group Service Corporation or is or was serving at the
      request of the Corporation as a director, officer, employee or agent of
      another corporation, partnership, joint venture, trust or other enterprise
      (including, without limitation, any employee benefit plan) against all
      expenses including attorneys' fees), judgments, fines and amounts paid in
      settlement actually and reasonably incurred by such person in connection
      with such Proceeding. Such indemnification shall be a contract right and
      shall include the right to receive payment of any expenses incurred by the
      Indemnitee in connection with such Proceeding in advance of its final
      disposition, consistent with the provisions of applicable law as then in
      effect.

           3. Insurance. Contracts and Funding. The Corporation may purchase and
      maintain insurance to protect itself and any Indemnitee against any
      expenses, judgments, fines and amounts paid in settlement as specified in
      Subsection B.2 of this Section B or incurred by any Indemnitee in
      connection with any Proceeding referred to in Subsection B.1 of this
      Section B, to the fullest extent permitted by applicable law as then in
      effect. The Corporation may enter into contracts with any director,
      officer, employee or agent of the Corporation in furtherance of the
      provisions of this Section B and may create a trust fund, grant a security
      interest or use other means (including, without limitation, a letter of
      credit) to ensure the payment of such amounts as may be necessary to
      effect indemnification as provided in this Section B.

           4. Indemnification; No Exclusive Right. The right of indemnification
      provided in this Section B shall not be exclusive of any other rights to
      which those seeking indemnification may otherwise be entitled, and the
      provisions of this Section B shall inure to the benefit of the heirs and
      legal representatives of any person entitled to indemnity under this
      Section B and shall be applicable to Proceedings commenced or continuing
      after the adoption of this Section B, whether arising from acts or
      omissions occurring before or after such adoption.

           5. Advancement of Expenses; Procedures; Presumptions and Effect of
      Certain Proceedings; Remedies. In furtherance, but not in limitation of
      the foregoing provisions, the following procedures, presumptions and
      remedies shall apply with respect to advancement of expenses and the right
      to indemnification under this Section B:

                (a) Advancement of Expenses. All reasonable expenses incurred by
           or on behalf of the Indemnitee in connection with any Proceeding
           shall be advanced to the Indemnitee by the Corporation within twenty
           (20) days after the receipt by the Corporation of a statement or
           statements from the Indemnitee requesting such advance or advances
           from time to time, whether prior to or after final disposition of
           such Proceeding. Such 

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           statement or statements shall reasonably evidence the expenses
           incurred by the Indemnitee and, if required by law at the time of
           such advance, shall include or be accompanied by an undertaking by or
           on behalf of the Indemnitee to repay the amounts advanced if it
           should ultimately be determined that the Indemnitee is not entitled
           to be indemnified against such expenses pursuant to this Section B.

               (b)  Procedure for Determination of Entitlement to 
                    Indemnification.

                    (i) To obtain indemnification under this Section B, an
               Indemnitee shall submit to the Secretary of the Corporation a
               written request, including such documentation and information as
               is reasonably available to the Indemnitee and reasonably
               necessary to determine whether and to what extent the Indemnitee
               is entitled to indemnification (the "Supporting Documentation").
               The determination of the Indemnitee's entitlement to
               indemnification shall be made not later than sixty (60) days
               after receipt by the Corporation of the written request for
               indemnification together with the Supporting Documentation. The
               Secretary of the Corporation shall, promptly upon receipt of such
               a request for indemnification, advise the Board of Directors in
               writing that the Indemnitee has requested indemnification.

                    (ii) The Indemnitee's entitlement to indemnification under
               this Section B shall be determined in one of the following ways:
               (A) by a majority vote of the disinterested Directors (as
               hereinafter defined), even if they constitute less than a quorum
               of the Board; (B) by a written opinion of Independent Counsel (as
               hereinafter defined) if (x) a Change of Control (as hereinafter
               defined) shall have occurred and the Indemnitee so requests or
               (y) if there are no Disinterested Directors or a majority of such
               Disinterested Directors so directs; (C) by the stockholders of
               the Corporation (but only if a majority of the Disinterested
               Directors presents the issue of entitlement to indemnification to
               the stockholders for their determination); or (D) as provided in
               Section B.5(c).

                    (iii) In the event the determination of entitlement to
               indemnification is to be made by Independent Counsel pursuant to
               Section B.5(b)(ii), a majority of the Disinterested Directors
               shall select the Independent Counsel (except that if there are no
               Disinterested Directors, the Corporation's Chief Legal Officer
               shall select the Independent Counsel), but only an Independent
               Counsel to which the Indemnitee does not reasonably object;
               provided, however, that if a Change of Control shall have
               occurred, the Indemnitee shall select such Independent Counsel,
               but only an Independent Counsel to which the Board of Directors
               does not reasonably object.

                    (iv) The only basis upon which a finding of no entitlement
               to indemnification may be made is that indemnification is
               prohibited by law


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                (c) Presumptions and Effect of Certain Proceedings. Except as
           otherwise expressly provided in this Section B, if a Change of
           Control shall have occurred, the Indemnitee Shall be presumed to be
           entitled to indemnification under this Section B upon submission of a
           request for indemnification together with the Supporting
           Documentation in accordance with Section B.5 (b)(i), and thereafter
           the Corporation shall have the burden of proof to overcome that
           presumption in reaching a contrary determination. In any event, if
           the person or persons empowered under Section B.5(b) to determine
           entitlement to indemnification shall not have been appointed or shall
           not have made a determination within sixty (60) days after receipt by
           the Corporation of the request therefor together with the Supporting
           Documentation, the Indemnitee shall be deemed to be entitled to
           indemnification and the Indemnitee shall be entitled to such
           indemnification unless (A) the Indemnitee misrepresented or failed to
           disclose a material fact in making the request for indemnification or
           in the Supporting Documentation or (B) such indemnification is
           prohibited by law. The termination of any Proceeding described in
           Section B.2, or of any claim, issue or matter therein, by judgment,
           order, settlement or conviction, or upon a plea of nolo contendere or
           its equivalent, shall not, of itself, adversely affect the right of
           the Indemnitee to indemnification or create a presumption that the
           Indemnitee did not act in good faith and in a manner which the
           Indemnitee reasonably believed to be in or not opposed to the best
           interests of the Corporation or, with respect to any criminal
           Proceeding, that the Indemnitee had reasonable cause to believe that
           the Indemnitee's conduct was unlawful.

                (d) Remedies of Indemnitee.

                    (i) In the event that a determination is made, pursuant to
                Section B.5(b) that the Indemnitee is not entitled to
                indemnification under this Section B, (A) the Indemnitee shall
                be entitled to seek an adjudication of his entitlement to such
                indemnification either, at the Indemnitee's sole option, in (x)
                an appropriate court of the State of Delaware or any other court
                of competent jurisdiction or (y) an arbitration to be conducted
                by a single arbitrator pursuant to the rules of the American
                Arbitration Association; (B) any such judicial Proceeding or
                arbitration shall be de nova and the Indemnitee shall not be
                prejudiced by reason of such adverse determination; and (C) in
                any such judicial Proceeding or arbitration the Corporation
                shall have the burden of proving that the Indemnitee is not
                entitled to indemnification under this Section B.

                    (ii) If a determination shall have been made or deemed to
                have been made, pursuant to Section B.5(b) or (c), that the
                Indemnitee is entitled to indemnification, the Corporation shall
                be obligated to pay the amounts constituting such
                indemnification within five (5) days after such determination
                has been made or deemed to have been made and shall be
                conclusively bound by such determination unless (A) the
                Indemnitee misrepresented or failed to disclose a material fact
                in making the request for indemnification or in the Supporting
                Documentation or (B) such indemnification is prohibited by law.
                In the event that (x) advancement of expenses is not timely made
                pursuant to Section B.5(a) or (y) 

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                payment of indemnification is not made within five (5) days
                after a determination of entitlement to indemnification has been
                made or deemed to have been made pursuant to Section B.5(b) or
                (c), the Indemnitee shall be entitled to seek judicial
                enforcement of the Corporation's obligation to pay to the
                Indemnitee such advancement of expenses or indemnification.
                Notwithstanding the foregoing, the Corporation may bring an
                action, in an appropriate court in the State of Delaware or any
                other court of competent jurisdiction, contesting the right of
                the Indemnitee to receive indemnification hereunder due to the
                occurrence of an event described in subclause (A) or (B) of this
                clause (ii) (a "Disqualifying Event"); provided, however, that
                in any such action the Corporation shall have the burden of
                proving the occurrence of such Disqualifying Event.

                    (iii) The Corporation shall be precluded from asserting in
                any judicial Proceeding or arbitration commenced pursuant to
                this Section B.5(d) that the procedures and preemptions of this
                Section B are not valid, binding and enforceable and shall
                stipulate in any such court or before any such arbitrator that
                the Corporation is bound by all the provisions of this Section
                B.

                    (iv) In the event that the Indemnitee, pursuant to this
                Section B.5(d), seeks a judicial adjudication of or an award in
                arbitration to enforce his rights under, or to recover damages
                for breach of, this Section B, the Indemnitee shall be entitled
                to recover from the Corporation, and shall be indemnified by the
                Corporation against, any expenses actually and reasonably
                incurred by the Indemnitee if the Indemnitee prevails in such
                judicial adjudication or arbitration. If it shall be determined
                in such judicial adjudication or arbitration that the Indemnitee
                is entitled to receive part but not all of the indemnification
                or advancement of expenses sought, the expenses incurred by the
                Indemnitee in connection with such judicial adjudication or
                arbitration shall be prorated accordingly.

                (e)  Definitions. For purposes of this Section B.5:

                    (i) "Change in Control" means (A) so long as the Public
                Utility Holding Company Act of 1935 is in effect, any "company"
                becoming a "holding company" in respect to the Corporation or
                any determination by the Securities and Exchange Commission that
                any "person" should be subject to the obligations, duties, and
                liabilities if imposed by said Act by virtue of his, hers or its
                influence over the management or policies of the Corporation, or
                (B) whether or not said Act is in effect a change in control of
                the Corporation of a nature that would be required to be
                reported in response to Item 6(e) of Schedule 14A of Regulation
                14A promulgated under the Securities Exchange Act of 1934 (the
                "Act"), whether or not the Corporation is then subject to such
                reporting requirement; provided that, without limitation, such a
                change in control shall be deemed to have occurred if (i) any
                "person" (as such term is used in Sections 13(d) and 14(d) of
                the Act) is or becomes the "beneficial owner" (as defined in
                Rule 13d-3 under the Act), directly 

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                or indirectly, of securities of the Corporation representing
                ten percent or more of the combined voting power of the
                Corporation's then outstanding securities without the prior
                approval of at least two-thirds of the members of the Board of
                Directors in office immediately prior to such acquisition; (ii)
                the Corporation is a party to a merger, consolidation, sale of
                assets or other reorganization, or a proxy contest, as a
                consequence of which members of the Board of Directors in office
                immediately prior to such transaction or event constitute less
                than a majority of the Board of Directors thereafter; or (iii)
                during any period of two consecutive years, individuals who at
                the beginning of such period constituted the Board of Directors
                (including for this purpose any new director whose election or
                nomination for election by the Corporation's stockholders was
                approved by a vote of at least two-thirds of the directors then
                still in office who were directors at the beginning of such
                period) cease for any reason to constitute at least a majority
                of the Board of Directors.

                    (ii) "Disinterested Director" means a director of the
                Corporation who is not or was not a party to the Proceeding in
                respect of which indemnification is sought by the Indemnitee.

                    (iii) "Independent Counsel" means a law firm or a member of
                a law firm that neither presently is, nor in the past five years
                has been, retained to represent: (A) the Corporation or the
                Indemnitee in any matter material to either such party or (B)
                any other party to the Proceeding giving rise to a claim for
                indemnification under this Section B. Notwithstanding the
                foregoing, the term "Independent Counsel" shall not include any
                person who, under the applicable standards of professional
                conduct then prevailing under the Delaware law, would have a
                conflict of interest in representing either the Corporation or
                the Indemnitee in an action to determine the Indemnitee's rights
                under this Section B.

           6. Severability. If any provision or provisions of this Section B
      shall be held to be invalid, illegal or unenforceable for any reason
      whatsoever: (i) the validity, legality and enforceability of the remaining
      provision of this Section B (including, without limitation, all portions
      of any paragraph of this Section B containing any such provision held to
      be invalid, illegal or unenforceable, that are not themselves invalid,
      illegal or unenforceable) shall not in any way be affected or impaired
      thereby; and (ii) to the fullest extent possible, the provisions of this
      Section B (including, without limitation, all portions of any paragraph of
      this Section B containing any such provision held to be invalid, illegal
      or unenforceable, that are not themselves invalid, illegal or
      unenforceable) shall be construed so as to give effect to the intent
      manifested by the provision held invalid, illegal or unenforceable.

           7. Successor Laws, Regulations and Agencies. Reference herein to
      laws, regulations or agencies shall be deemed to include all amendments
      thereof, substitutions therefor and successors thereto.

                                   Article VI

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<PAGE>   14

                    General Powers of the Board of Directors

                                    A. Bylaws

           The Board of Directors shall have the power to make, alter, amend and
      repeal the Bylaws of the Corporation in such form and with such terms as
      the Board may determine, subject to the power granted to stockholders to
      alter or repeal the Bylaws provided under Delaware law; provided, however,
      that, notwithstanding any other provision of this Certificate of
      Incorporation or any provision of law which might otherwise permit a
      lesser vote or no vote 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 any provision of the Bylaws
      which is to the same effect as any one or more sections of this Article
      VI.

                              B. Charter Amendments

           Subject to the provisions hereof, the Corporation, through its Board
      of Directors, reserves the right at any time, and from time to time, to
      amend, alter, repeal or rescind any provision contained in this Restated
      Certificate of Incorporation in the manner now or hereinafter prescribed
      by law, and any other provisions authorized by Delaware law at the time
      enforced may be added or inserted, in the manner now or hereinafter
      prescribed by law, and any and all rights, preferences and privileges of
      whatsoever nature conferred upon stockholders, directors or any other
      persons whomsoever by and pursuant to this Restated Certificate of
      Incorporation in its present form or as hereinafter amended are granted
      subject to the rights reserved in this Article.

           IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
      been signed under the Seal of the Corporation as of this 16th day of
      January, 1998.


                                   COLUMBIA ENERGY GROUP




Attest:  /s/C. M. Afshar           BY:    /s/  M. W. O'Donnell
         -----------------                ------------------------------
         Secretary                        Senior Vice President and Chief
                                          Financial Officer


[SEAL]


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