<PAGE>
 
                                                                       EXHIBIT 3

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE
                       ________________________________


        I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
RESTATED CERTIFICATE OF INCORPORATION OF "TENNESSEE GAS PIPELINE COMPANY" FILED
IN THIS OFFICE ON THE SECOND DAY OF NOVEMBER, A.D. 1992, AT 1:30 O'CLOCK P.M.

        A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.

                             * * * * * * * * * * 







  [SEAL OF SECRETARY                     /S/ MICHAEL RATCHFORD
OF STATE APPEARS HERE]                   --------------------------------------
                                         MICHAEL RATCHFORD, SECRETARY OF STATE 

                                         AUTHENTICATION:   *3646261

732307018                                          DATE:   11/02/1992 

<PAGE>
 
                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                        TENNESSEE GAS PIPELINE COMPANY
                          ORIGINALLY INCORPORATED AS
                      TENNESSEE GAS TRANSMISSION COMPANY
                                      ON
                                 JUNE 9, 1947

        This Restated Certificate of Incorporation was duly adopted pursuant to 
the provisions of Sections 245 and 242 of the General Corporation Law of the 
State of Delaware.

        FIRST:  The name of the Corporation is Tennessee Gas Pipeline Company 
(herein sometimes referred to as the "Corporation").

        SECOND:  The address of its registered office in the state of Delaware 
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, 
County of New Castle.  The name of its registered agent at such address is The 
Corporation Trust Company.

        THIRD:  The nature of the business or purposes to be conducted or 
promoted is to engage in any lawful act or activity for which corporations may 
be organized under the General Corporation Law of Delaware.

        FOURTH:  The total number of shares of stock which the Corporation shall
have authority to issue is two hundred (200) and the par value of each of such 
shares is Five Dollars ($5.00) amounting in the aggregate to One Thousand 
Dollars ($1,000).

        FIFTH:  All corporate powers shall be exercised by the Board of 
Directors, except as provided by statute or by this Certificate of 
Incorporation, as amended.

        The Board of Directors shall have the power to make, amend, alter, 
change, add to or repeal by-laws for the Corporation, without any action on the 
part of the stockholders.  The by-laws made by the Board of Directors may be 
amended, altered, changed, added to or repealed by the stockholders.

        The number of directors of the Corporation shall be fixed from time to 
time by the by-laws and may be altered as the by-laws provide.

        SIXTH:  The Corporation is to have perpetual existence.

        SEVENTH:  Meetings of stockholders may be held within or without the 
State of Delaware, as the by-laws may provide.  The books of the Corporation may
be kept (subject to any provision contained in the statues) outside the State of
Delaware at such

<PAGE>
 
place or places as may be designated from time to time by the Board of Directors
or in the by-laws of the Corporation.

        EIGHTH:  The Corporation reserves the right to amend, alter, change or 
repeal any provision contained in this Certificate of Incorporation, in the 
manner now or hereafter prescribed by statute, and all rights conferred upon 
stockholders herein are granted subject to this reservation.

        NINTH:  A director of this Corporation shall not be liable to the 
Corporation or it stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not 
in good faith or which involve intentional misconduct or a knowing violation of 
the law, (iii) under Section 174 of the General Corporation Law of the State of 
Delaware, or (iv) for any transaction from which the director derived an 
improper personal benefit.

        IN WITNESS WHEREOF, said TENNESSEE GAS PIPELINE COMPANY has caused this 
Restated Certificate of Incorporation to be signed by its Chairman on the Board 
and Chief Executive Officer and its corporate seal to be hereunto affixed and 
attested by its Corporate Secretary, this 2nd day of November, 1992.

                                        TENNESSEE GAS PIPELINE COMPANY

                [SEAL]
                                        BY: /s/ R.C. THOMAS
                                           ----------------------------
                                           R.C. Thomas
                                           Chairman of the Board
                                           and Chief Executive Officer
ATTEST:

BY: /s/ KARL A. STEWART
   ---------------------------
   Karl A. Stewart, Secretary      



                                      -2-
<PAGE>
 
                                                                          PAGE 1
                                STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE
                        _______________________________


        I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO 
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
OWNERSHIP OF TENNESSEE GAS PIPELINE COMPANY, A CORPORATION ORGANIZED AND 
EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, MERGING TENNECO TURKIYE, INC. 
A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, 
PURSUANT TO SECTION 253 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE,
AS RECEIVED AND FILED IN THIS OFFICE THE EIGHTH DAY OF FEBRUARY, A.D. 1993, AT 
10 O'CLOCK A.M.

        AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CORPORATION SHALL BE 
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

        A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE 
COUNTY RECORDER OF DEEDS FOR RECORDING.

                              * * * * * * * * * *








  [SEAL OF SECRETARY                   /S/ WILLIAM T. QUILLEN
OF STATE APPEARS HERE]                 -----------------------------
                                       William T. Quillen, Secretary of State

                                       AUTHENTICATION:     *3777535

723039025                                        DATE:     02/08/1993


<PAGE>
 
                                CERTIFICATE OF
                         OWNERSHIP AND MERGER MERGING
                             TENNECO TURKIYE, INC.
                                 INTO AND WITH
                        TENNESSEE GAS PIPELINE COMPANY

        TENNESSEE GAS PIPELINE COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

        FIRST:  That it is the owner of all the issued and outstanding stock of 
TENNECO TURKIYE, INC., a Delaware corporation, incorporated on August 20, 1973.

        SECOND:  That, in accordance with the provisions of Section 141(f) of 
the General Corporation Law of the State of Delaware, the Board of Directors of 
TENNESSEE GAS PIPELINE COMPANY, by written consent, adopted the following 
resolutions to merge TENNECO TURKIYE, INC. into and with TENNESSEE GAS PIPELINE 
COMPANY:

                RESOLVED, that the Company merge into itself and it hereby does
        merge into itself its wholly-owned subsidiary Tenneco Turkiye, Inc. and
        assume all of said corporation's liabilities and obligations; and it is
        further

                RESOLVED, that the proper officers of the Company be, and they
        hereby are, authorized, empowered and directed to execute, under the
        corporate seal of the Company, a Certificate of Ownership and Merger
        setting forth a copy of the resolutions to merge said Tenneco Turkiye,
        Inc. into the Company, pursuant to which the Company will assume all of
        the liabilities and obligations of the said Tenneco Turkiye, Inc., and
        to cause the same to be filed, in the manner provided by law, and to do
        all acts and things whatsoever, whether within or without the State of
        Delaware, which may be in anywise necessary or proper to effect said
        merger.


<PAGE>
 
        IN WITNESS WHEREOF, said TENNESSEE GAS PIPELINE COMPANY has caused its 
corporate seal to be hereunto affixed and this Certificate to be signed by E.J. 
Milan, its Vice President, and James D. Gaughan, its Assistant Secretary, as of 
February 2, 1993.

                                        TENNESSEE GAS PIPELINE COMPANY


                                        BY: /s/ E. J. MILAN
                                            -----------------------------
ATTEST                                      E. J. Milan, Vice President


/s/ JAMES D. GAUGHAN
------------------------------
James D. Gaughan
Assistant Secretary

1.MRG
<PAGE>
 
                                                                          PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

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

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
OWNERSHIP, WHICH MERGES:

     "TENNECO CHINA TRADE INC.", A DELAWARE CORPORATION,
     
     "TENNECO INTERNATIONAL MARKETING & SOURCING, INC.", A DELAWARE CORPORATION,

     WITH AND INTO "TENNESSEE GAS PIPELINE COMPANY" UNDER THE NAME OF "TENNESSEE
GAS PIPELINE COMPANY", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF 
THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FIRST DAY OF 
FEBRUARY, A.D. 1995, AT 10 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.





  [SEAL OF SECRETARY            /S/ EDWARD J. FREEL
OF STATE APPEARS HERE]          --------------------------------------
                                Edward J. Freel, Secretary of State

0414109 8100M                   AUTHENTICATION:     7393632

950024197                                 DATE:     02-01-95




<PAGE>
 
                                CERTIFICATE OF
                         OWNERSHIP AND MERGER MERGING
                           TENNECO CHINA TRADE INC.
                                      AND
               TENNECO INTERNATIONAL MARKETING & SOURCING, INC.
                                 INTO AND WITH
                        TENNESSEE GAS PIPELINE COMPANY

     TENNESSEE GAS PIPELINE COMPANY, a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     FIRST: That it is the owner of all the issued and outstanding stock of
TENNECO CHINA TRADE INC., a Delaware corporation, incorporated on January 10,
1986; and TENNECO INTERNATIONAL MARKETING & SOURCING, INC., a Delaware
corporation, incorporated on July 16, 1985.

     SECOND: That, in accordance with the provisions of Section 141(f) of the 
General Corporation Law of the State of Delaware, the Board of Directors of 
TENNESSEE GAS PIPELINE COMPANY, by written consent dated as of January 17, 1995,
adopted the following resolutions to merge TENNECO CHINA TRADE INC. and TENNECO 
INTERNATIONAL MARKETING & SOURCING, INC. into and with TENNESSEE GAS PIPELINE 
COMPANY:

          RESOLVED, that the Company merge into itself and it hereby does merge
     into itself its wholly-owned subsidiary Tenneco China Trade Inc. and assume
     all of said corporation's liabilities and obligations; and it is further

          RESOLVED, that the proper officers of the Company be, and they hereby
     are, authorized, empowered and directed to execute, under the corporate
     seal of the Company, a Certificate of Ownership and Merger setting forth a
     copy of the resolutions to merge said Tenneco China Trade Inc. into the
     Company, pursuant to which the Company will assume all of the liabilities
     and obligations of the said Tenneco China Trade Inc., and to cause the same
     to be filed, in the manner provided by law, and to do


<PAGE>
 
     all acts and things whatsoever, whether within or without the State of
     Delaware, which may be in anywise necessary or proper to effect said
     merger.

                                    *  *  *

          RESOLVED, that the Company merge into itself and it hereby does merge
     into itself its wholly-owned subsidiary Tenneco International Marketing &
     Sourcing, Inc. and assume all of said corporation's liabilities and
     obligations; and it is further

          RESOLVED, that the proper officers of the Company be, and they hereby
     are, authorized, empowered and directed to execute, under the corporate
     seal of the Company, a Certificate of Ownership and Merger setting forth a
     copy of the resolutions to merge said Tenneco International Marketing &
     Sourcing, Inc. into the Company, pursuant to which the Company will assume
     all of the liabilities and obligations of the said Tenneco International
     Marketing & Sourcing, Inc., and to cause the same to be filed, in the
     manner provided by law, and to do all acts and things whatsoever, whether
     within or without the State of Delaware, which may be in anywise necessary
     or proper to effect said merger.

                                       2
<PAGE>
 
     IN WITNESS WHEREOF, said TENNESSEE GAS PIPELINE COMPANY has caused its 
corporate seal to be hereunto affixed and this Certificate to be signed by 
Robert G. Simpson, its Vice President, and James D. Gaughan, its Assistant 
Secretary, as of January 31, 1995.


                                       TENNESSEE GAS PIPELINE COMPANY


                                       By: /s/ ROBERT G. SIMPSON
                                           -------------------------------------
                                           Robert G. Simpson
                                           Vice President

ATTEST:


/s/ JAMES D. GAUGHAN
----------------------------------
James D. Gaughan,
Assistant Secretary

                                      3 


<PAGE>
 
                                                                          PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

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

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF 
OWNERSHIP, WHICH MERGES:

     "TENNECO CHINA TRADE INC.", A DELAWARE CORPORATION,
     
     "TENNECO INTERNATIONAL MARKETING & SOURCING, INC.", A DELAWARE CORPORATION,

     WITH AND INTO "TENNESSEE GAS PIPELINE COMPANY" UNDER THE NAME OF "TENNESSEE
GAS PIPELINE COMPANY", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF 
THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE FIRST DAY OF 
FEBRUARY, A.D. 1995, AT 10 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.





  [SEAL OF SECRETARY            /S/ EDWARD J. FREEL
OF STATE APPEARS HERE]          --------------------------------------
                                Edward J. Freel, Secretary of State

0414109 8100M                   AUTHENTICATION:     7393633

950024197                                 DATE:     02-01-95





<PAGE>
 
 
                                CERTIFICATE OF
                         OWNERSHIP AND MERGER MERGING
                           TENNECO CHINA TRADE INC.
                                      AND
               TENNECO INTERNATIONAL MARKETING & SOURCING, INC.
                                 INTO AND WITH
                        TENNESSEE GAS PIPELINE COMPANY

     TENNESSEE GAS PIPELINE COMPANY, a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     FIRST: That it is the owner of all the issued and outstanding stock of
TENNECO CHINA TRADE INC., a Delaware corporation, incorporated on January 10,
1986; and TENNECO INTERNATIONAL MARKETING & SOURCING, INC., a Delaware
corporation, incorporated on July 16, 1985.

     SECOND: That, in accordance with the provisions of Section 141(f) of the 
General Corporation Law of the State of Delaware, the Board of Directors of 
TENNESSEE GAS PIPELINE COMPANY, by written consent dated as of January 17, 1995,
adopted the following resolutions to merge TENNECO CHINA TRADE INC. and TENNECO 
INTERNATIONAL MARKETING & SOURCING, INC. into and with TENNESSEE GAS PIPELINE 
COMPANY:

          RESOLVED, that the Company merge into itself and it hereby does merge
     into itself its wholly-owned subsidiary Tenneco China Trade Inc. and assume
     all of said corporation's liabilities and obligations; and it is further

          RESOLVED, that the proper officers of the Company be, and they hereby
     are, authorized, empowered and directed to execute, under the corporate
     seal of the Company, a Certificate of Ownership and Merger setting forth a
     copy of the resolutions to merge said Tenneco China Trade Inc. into the
     Company, pursuant to which the Company will assume all of the liabilities
     and obligations of the said Tenneco China Trade Inc., and to cause the same
     to be filed, in the manner provided by law, and to do



<PAGE>
 
all acts and things whatsoever, whether within or without the State of Delaware,
which may be in anywise necessary or proper to effect said merger.

                                    *  *  *

     RESOLVED, that the Company merge into itself and it hereby does merge into 
itself its wholly-owned subsidiary Tenneco International Marketing & Sourcing, 
Inc. and assume all of said corporation's liabilities and obligations; and it is
further

     RESOLVED, that the proper officers of the Company be, and they hereby are, 
authorized, empowered and directed to execute, under the corporate seal of the 
Company, a Certificate of Ownership and Merger setting forth a copy of the 
resolutions to merge said Tenneco International Marketing & Sourcing, Inc. into 
the Company, pursuant to which the Company will assume all of the liabilities 
and obligations of the said Tenneco International Marketing & Sourcing, Inc., 
and to cause the same to be filed, in the manner provided by law, and to do all 
acts and things whatsoever, whether within or without the State of Delaware, 
which may be in anywise necessary or proper to effect said merger.

                                       2
<PAGE>
 
     IN WITNESS WHEREOF, said TENNESSEE GAS PIPELINE COMPANY has caused its 
corporate seal to be hereunto affixed and this Certificate to be signed by 
Robert G. Simpson, its Vice President, and James D. Gaughan, its Assistant 
Secretary, as of January 31, 1995.


                                     TENNESSEE GAS PIPELINE COMPANY

              
                                     By: /s/ ROBERT G. SIMPSON
                                        ----------------------------------
                                        Robert G. Simpson
                                        Vice President

ATTEST:

/s/ JAMES D. GAUGHAN
------------------------------
James D. Gaughan,
Assistant Secretary


                                       3
<PAGE>
 
                                                                          PAGE 1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

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

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP,
WHICH MERGES:

     "NEW TENN COMPANY", A DELAWARE CORPORATION,

     "NEW TENNESSEE GAS PIPELINE COMPANY", A DELAWARE CORPORATION,

     WITH AND INTO "TENNESSEE GAS PIPELINE COMPANY" UNDER THE NAME OF "TENNESSEE
GAS PIPELINE COMPANY", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF
THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FOURTH
DAY OF APRIL, A.D. 1996, AT 9:30 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE 
COUNTY RECORDER OF DEEDS FOR RECORDING.



                                               /S/ EDWARD J. FREEL
   [SEAL OF SECRETARY                          -------------------------------
 OF STATE APPEARS HERE]                        Edward J. Freel,
                                               Secretary of State

0414109     8100M                              AUTHENTICATION:     7919471

960117693                                                DATE:     04-24-96
<PAGE>
 
                                CERTIFICATE OF
                         OWNERSHIP AND MERGER MERGING
                               NEW TENN COMPANY
                                      AND
                      NEW TENNESSEE GAS PIPELINE COMPANY
                                 INTO AND WITH
                        TENNESSEE GAS PIPELINE COMPANY


     TENNESSEE GAS PIPELINE COMPANY, a corporation organized and existing under 
and by virtue of the General Corporation Law of the State of Delaware, DOES 
HEREBY CERTIFY:

     FIRST: That it is the owner of all the issued and outstanding stock of NEW 
TENN COMPANY, a Delaware corporation, incorporated on December 12, 1984; and NEW
TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation, incorporated on May 10, 
1989.

     SECOND: That, in accordance with the provisions of Section 141(f) of the 
General Corporation Law of the State of Delaware, the Board of Directors of 
TENNESSEE GAS PIPELINE COMPANY, by written consent dated as of March 29, 1996, 
adopted the following resolutions to merge NEW TENN COMPANY and NEW TENNESSEE 
GAS PIPELINE COMPANY into and with TENNESSEE GAS PIPELINE COMPANY:

            RESOLVED, that the Company merge into itself and it hereby does 
     merge into itself its wholly-owned subsidiary New Tenn Company and assume
     all of said corporation's liabilities and obligations; and it is further.

<PAGE>
 
     RESOLVED, that the proper officers of the Company be, and they hereby are,
authorized, empowered and directed to execute, under the corporate seal of the
Company, a Certificate of Ownership and Merger setting forth a copy of the
resolutions to merge said New Tenn Company into the Company, pursuant to which
the Company will assume all of the liabilities and obligations of the said New
Tenn Company, and to cause the same to be filed, in the manner provided by law,
and to do all acts and things whatsoever, whether within or without the State of
Delaware, which may be in anywise necessary or proper to effect said merger.

                                    *  *  *

     RESOLVED, that the Company merge into itself and it hereby does merge into 
itself its wholly-owned subsidiary New Tennessee Gas Pipeline Company and assume
all of said corporation's liabilities and obligations; and it is further

     RESOLVED, that the proper officers of the Company be, and they hereby are, 
authorized, empowered and directed to execute, under the corporate seal of the
Company, a Certificate of Ownership and Merger setting forth a copy of the
resolutions to merge said New Tennessee Gas Pipeline Company into the Company,
pursuant to which the Company will assume all of the liabilities and obligations
of the said New Tennessee Gas Pipeline Company and to cause the same to be
filed, in the manner provided by law, and to do all acts and things whatsoever,
whether within or without the State of Delaware, which may be in anywise
necessary or proper to effect said merger.

                                       2

<PAGE>
 
 
     IN WITNESS WHEREOF, said TENNESSEE GAS PIPELINE COMPANY has caused its 
corporate seal to be hereunto affixed and this Certificate to be signed by 
Robert G. Simpson, its Vice President, and James D. Gaughan, its Assistant 
Secretary, as of April 12, 1996.


                                     TENNESSEE GAS PIPELINE COMPANY

              
                                     By: /s/ ROBERT G. SIMPSON
                                        ----------------------------------
                                        Robert G. Simpson
                                        Vice President

ATTEST:

/s/ JAMES D. GAUGHAN
------------------------------
James D. Gaughan,
Assistant Secretary


                                       3

<PAGE>
 
                                                                          PAGE 1
 
                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE

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

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY 
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT 
OF "TENNESSEE GAS PIPELINE COMPANY", FILED IN THIS OFFICE ON THE NINTH DAY OF 
OCTOBER, A.D. 1996, AT 12 O'CLOCK P.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE 
COUNTY RECORDER OF DEEDS FOR RECORDING.



                                               /S/ EDWARD J. FREEL
  [SEAL OF SECRETARY                           -------------------------------
OF STATE APPEARS HERE]                         Edward J. Freel,
                                               Secretary of State

0414109     8100                               AUTHENTICATION:     8140724

960293918                                                DATE:     10-09-96

<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                        TENNESSEE GAS PIPELINE COMPANY

     Tennessee Gas Pipeline Company, a corporation duly organized and existing 
under the General Corporation Law of the State of Delaware (the "Company"), does
hereby certify that:

     1. The Certificate of Incorporation of the Company is hereby amended by 
deleting Article FOURTH thereof and inserting the following in lieu thereof:

          "FOURTH: The total number of shares of stock which the Corporation
     shall have authority to issue is three hundred (300) and the par value of
     each of such shares is Five Dollars ($5.00) amounting in the aggregate to
     One Thousand Five Hundred Dollars ($1,500)."

     2. That the foregoing amendment was duly adopted in accordance with the 
provisions of Sections 242 and 228 (by the written consent of the sole 
stockholder of the Company) of the General Corporation Law of the State of 
Delaware.

     IN WITNESS WHEREOF, Tennessee Gas Pipeline Company has caused this 
Certificate to be executed by its duly authorized officer on this 8th day of 
October, 1996.

                                       TENNESSEE GAS PIPELINE COMPANY


                                       By: /S/ ROBERT G. SIMPSON
                                           ----------------------------------
                                           Robert G. Simpson
                                           Vice President