As filed with the Securities and Exchange Commission on June 16, 1999.
                                                        Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                              COLUMBIA ENERGY GROUP
             (Exact name of registrant as specified in its charter)

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

                            13880 Dulles Corner Lane
                          Herndon, Virginia 20171-4600
           (Address of principal executive office, including zip code)

                              Amended and Restated
                              COLUMBIA ENERGY GROUP
                            LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                                ----------------

                              Michael W. O'Donnell
                              Senior Vice President
                           and Chief Financial Officer
                              Columbia Energy Group
                            13880 Dulles Corner Lane
                          Herndon, Virginia 20171-4600
                                 (703) 561-6000
(Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                         E. Ellsworth McMeen, III, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-5389
                                 (212) 424-8000

                         CALCULATION OF REGISTRATION FEE
<PAGE>

<TABLE>
<S>                       <C>                  <C>                     <C>                       <C>
     Title of each                                  Proposed maximum        Proposed maximum
  class of securities         Amount to be           offering price        aggregate offering           Amount of
    to be registered           registered*              per share                price**             registration fee
     Common Stock,
     $.01 par value         4,085,000 shares            $61.90625            $252,888,134.20             $70,303
======================== ======================= ======================= =======================  ======================
</TABLE>

* In addition,  pursuant to Rule 416(a) under the Securities  Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

**  Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated  reporting system on June 11, 1999,
solely for the purpose of  calculating  the  registration  fee  pursuant to Rule
457(h) under the Securities Act of 1933.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents,  which have  heretofore  been filed by  Columbia
Energy Group (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  registration
statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1998.

     2. The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.

     3. The Company's Current Report on Form 8-K, dated June 11, 1999.

     4. The description of the Company's Common Stock contained in Item 1 of the
Company's registration statement filed on Form 8-A pursuant to Section 12 of the
Exchange Act and any amendments thereto.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this registration statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 6.   Indemnification of  Directors and Officers.

     Section 145 of the Delaware  General  Corporation Law, the law of the state
of incorporation of the Company, confers broad powers upon Delaware corporations
with respect to  indemnification of any person against  liabilities  incurred by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director,  officer,  employee or agent of another  corporation or other business
entity.  The  provisions of Section 145 are not exclusive of any other rights to
which those seeking  indemnification may be entitled under any bylaw,  agreement
or otherwise.

     The Company's Restated Certificate of Incorporation,  as amended,  requires
the Company to indemnify  its  directors  and officers and certain other persons
serving  at the  request of the  Company  to the  fullest  extent  permitted  by
Delaware  law and to advance  litigation  expenses  and  permits  the Company to
maintain  director  and  officer  liability  insurance.   Director  and  officer
liability  insurance has been  purchased for all of the Company's  directors and
officers and directors and officers of subsidiary  companies.  Subject to policy
terms and  conditions,  that  insurance  indemnifies  individual  directors  and
officers   for  related   costs,   damage  or  charges,   including   litigation
expenditures,  incurred  as a result of actual or  alleged  wrongful  acts.  The
coverage also

                                      II-1
<PAGE>

reimburses the Company and its subsidiary  companies for amounts paid by them to
indemnify covered directors and officers.

     The Restated  Certificate  of  Incorporation,  as amended,  also contains a
provision that eliminates the personal liability of the Company's  directors for
monetary  damages to the Company and its  stockholders  for breach of  fiduciary
duty as a  director  of the  Company  to the  fullest  extent  permitted  by the
Delaware General Corporation Law.


Item 8.   Exhibits.

<TABLE>
<CAPTION>
                                                                       Incorporated by
                                                                       Reference To

Exhibit No.                                                   File No.                  Exhibit

<S>     <C>                                                  <C>                      <C>
4-A-1    Restated Certificate of                              1-1098                     3-D
         Incorporation of Columbia                            Form 10-Q
         Energy Group, as                                     for quarter ended
         amended and restated                                 June 30, 1998.
         effective January 16, 1998.

4-A-2    Certificate of Ownership and Merger,                 1-1098                     3-C
         Merging Columbia Energy Group                        Form 10-K
         into The Columbia Gas System, Inc.                   for year ended
                                                              December 31, 1997.

4-A-3*   Amendment to Restated Certificate
         of Incorporation, dated June 1,
         1999.

4-B      By-Laws of Columbia Energy                           1-1098                     3-E
         Group, as amended,                                   Form 10-Q
         and restated as of January 16, 1998.                 for quarter ended
                                                              June 30, 1998.

4-C      Indenture dated as of November 28,                   33-64555                   4-S
         1995 between The Columbia Gas
         System, Inc. and Marine Midland
         Bank, N.A., Trustee.

4-D      First Supplemental Indenture dated                   33-64555                   4-T
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A.,
         Trustee.

                                      II-2
<PAGE>

4-E      Second Supplemental Indenture dated                  33-64555                   4-U
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-F      Third Supplemental Indenture dated as                33-64555                   4-V
         of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-G      Fourth Supplemental Indenture dated                  33-64555                   4-W
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-H      Fifth Supplemental Indenture dated                   33-64555                   4-X
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-I      Sixth Supplemental Indenture dated                   33-64555                   4-Y
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-J      Seventh Supplemental Indenture                       33-64555                   4-Z
         dated as of November 28, 1995
         between The Columbia Gas System,
         Inc. and Marine Midland Bank, N.A.,
         Trustee.

4-K      Instrument of Resignation, Appointment               1-1098                    4-I
         and Acceptance, dated as of March 1,                 Form 10-K
         1999 between Columbia Energy Group                   for year ended
         and Marine Midland Bank, as Resigning                December 31, 1998.
         Trustee, and The First National Bank of
         Chicago, as Successor Trustee.

5*       Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10*      Amended and Restated Columbia Energy Group Long-Term Incentive Plan.

23-A*    Consent of  LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5).

23-B*    Consent of  Arthur Andersen LLP, independent public accountants.
</TABLE>

                                      II-3
<PAGE>

_____________________________
     * Filed herewith.


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b),  if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities  Exchange Act of 1934, that are  incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to section
13(a) or  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities

                                      II-4
<PAGE>

offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
<PAGE>

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Herndon,  Commonwealth of Virginia on the 15th
day of June, 1999.


                                              COLUMBIA ENERGY GROUP


                                              By: /s/ Michael W. O'Donnell
                                                  ----------------------------
                                                  Michael W. O'Donnell
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                      II-6
<PAGE>

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<S>                                           <C>                                <C>
Signature                                     Title                               Date


/s/ Oliver G. Richard III                     Chairman,                           May 19, 1999
---------------------------------             Chief Executive Officer and
Oliver G. Richard III                         President (Principal
                                              Executive Officer)


/s/ Michael W. O'Donnell                      Senior Vice President and           May 19, 1999
---------------------------------             Chief Financial Officer
Michael W. O'Donnell


/s/  Jeffrey W. Grossman                      Vice President and Controller       May 19, 1999
---------------------------------             (Principal Accounting
Jeffrey W. Grossman                           Officer)


/s/ Richard F. Albosta                        Director                            May 19, 1999
---------------------------------
Richard F. Albosta


/s/ Robert H. Beeby                           Director                            May 19, 1999
---------------------------------
Robert H. Beeby


/s/ Wilson K. Cadman                          Director                            May 19, 1999
---------------------------------
Wilson K. Cadman


/s/ James P. Heffernan                        Director                            May 19, 1999
---------------------------------
James P. Heffernan

                                      II-7
<PAGE>

Signature                                     Title                               Date


/s/ Karen L. Hendricks                        Director                            May 19, 1999
--------------------------------
Karen L. Hendricks


/s/ Malcolm T. Hopkins                        Director                            May 19, 1999
--------------------------------
Malcolm T. Hopkins


/s/ J. Bennett Johnston                       Director                            May 19, 1999
--------------------------------
J. Bennett Johnston


/s/ Malcolm Jozoff                            Director                            May 19, 1999
--------------------------------
Malcolm Jozoff


/s/ William E. Lavery                         Director                            May 19, 1999
--------------------------------
William E. Lavery


/s/ Gerald E. Mayo                            Director                            May 19, 1999
--------------------------------
Gerald E. Mayo


/s/ Douglas E. Olesen                         Director                            May 19, 1999
--------------------------------
Douglas E. Olesen
</TABLE>

                                      II-8
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

                                                                       Incorporated by
                                                                       Reference To

Exhibit No.                                                   File No.                  Exhibit

<S>     <C>                                                  <C>                       <C>
4-A-1    Restated Certificate of                              1-1098                     3-D
         Incorporation of Columbia                            Form 10-Q
         Energy Group, as                                     for quarter ended
         amended and restated                                 June 30, 1998.
         effective January 16, 1998.

4-A-2    Certificate of Ownership and Merger,                 1-1098                     3-C
         Merging Columbia Energy Group                        Form 10-K
         into The Columbia Gas System, Inc.                   for year ended
                                                              December 31, 1997.
4-A-3*   Amendment to Restated Certificate
         of Incorporation, dated June 1,
         1999.

4-B      By-Laws of Columbia Energy                           1-1098                     3-E
         Group, as amended,                                   Form 10-Q
         and restated as of January 16, 1998.                 for quarter ended
                                                              June 30, 1998.

4-C      Indenture dated as of November 28,                   33-64555                   4-S
         1995 between The Columbia Gas
         System, Inc. and Marine Midland
         Bank, N.A., Trustee.

4-D      First Supplemental Indenture dated                   33-64555                   4-T
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A.,
         Trustee.

4-E      Second Supplemental Indenture dated                  33-64555                   4-U
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-F      Third Supplemental Indenture dated as                33-64555                   4-V
         of November 28, 1995 between The

<PAGE>

         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-G      Fourth Supplemental Indenture dated                  33-64555                   4-W
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-H      Fifth Supplemental Indenture dated                   33-64555                   4-X
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-I      Sixth Supplemental Indenture dated                   33-64555                   4-Y
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-J      Seventh Supplemental Indenture                       33-64555                   4-Z
         dated as of November 28, 1995
         between The Columbia Gas System,
         Inc. and Marine Midland Bank, N.A.,
         Trustee.

4-K      Instrument of Resignation, Appointment               1-1098                     4-I
         and Acceptance, dated as of March 1,                 Form 10-K
         1999 between Columbia Energy Group                   for year ended
         and Marine Midland Bank, as Resigning                December 31, 1998.
         Trustee, and The First National Bank of
         Chicago, as Successor Trustee.


5*       Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10*      Amended and Restated Columbia Energy Group Long-Term Incentive Plan.

23-A*    Consent of  LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5).

23-B*    Consent of  Arthur Andersen LLP, independent public accountants.
</TABLE>

     * Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24152}]
{"company-data": {"conformed-name": "COLUMBIA ENERGY GROUP", "cik": "0000022099", "assigned-sic": "4923", "irs-number": "131594808", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80797", "film-number": "99647365"}, "business-address": {"street1": "13880 DULLES CORNER LANE", "city": "HENDERON", "state": "VA", "zip": "20191-4600", "phone": "7035616000"}, "mail-address": {"street1": "13880 DULLES CORNER LANE", "city": "HERNDON", "state": "VA", "zip": "20171-4600"}, "former-company": {"former-conformed-name": "COLUMBIA GAS SYSTEM INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 16, 1999.
                                                        Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------
                              COLUMBIA ENERGY GROUP
             (Exact name of registrant as specified in its charter)

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

                            13880 Dulles Corner Lane
                          Herndon, Virginia 20171-4600
           (Address of principal executive office, including zip code)

                              Amended and Restated
                              COLUMBIA ENERGY GROUP
                            LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)
                                ----------------

                              Michael W. O'Donnell
                              Senior Vice President
                           and Chief Financial Officer
                              Columbia Energy Group
                            13880 Dulles Corner Lane
                          Herndon, Virginia 20171-4600
                                 (703) 561-6000
(Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                         E. Ellsworth McMeen, III, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                          New York, New York 10019-5389
                                 (212) 424-8000

                         CALCULATION OF REGISTRATION FEE
Title of each                                  Proposed maximum        Proposed maximum
  class of securities         Amount to be           offering price        aggregate offering           Amount of
    to be registered           registered*              per share                price**             registration fee
     Common Stock,
     $.01 par value         4,085,000 shares            $61.90625            $252,888,134.20             $70,303
======================== ======================= ======================= =======================  ======================
* In addition,  pursuant to Rule 416(a) under the Securities  Act of 1933,  this
registration  statement also covers any  additional  securities to be offered or
issued in connection with a stock split, stock dividend or similar transaction.

**  Determined on the basis of the average of the high and low sale price of the
common stock as reported in the consolidated  reporting system on June 11, 1999,
solely for the purpose of  calculating  the  registration  fee  pursuant to Rule
457(h) under the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The  following  documents,  which have  heretofore  been filed by  Columbia
Energy Group (the  "Company")  with the Securities and Exchange  Commission (the
"Commission")  pursuant to the Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  are hereby  incorporated  by reference  in this  registration
statement:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
1998.

     2. The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31, 1999.

     3. The Company's Current Report on Form 8-K, dated June 11, 1999.

     4. The description of the Company's Common Stock contained in Item 1 of the
Company's registration statement filed on Form 8-A pursuant to Section 12 of the
Exchange Act and any amendments thereto.

     All documents  subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  registration  statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purposes of this registration statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this registration statement.

Item 6.   Indemnification of  Directors and Officers.

     Section 145 of the Delaware  General  Corporation Law, the law of the state
of incorporation of the Company, confers broad powers upon Delaware corporations
with respect to  indemnification of any person against  liabilities  incurred by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the  Company,  or is or was  serving at the request of the Company as a
director,  officer,  employee or agent of another  corporation or other business
entity.  The  provisions of Section 145 are not exclusive of any other rights to
which those seeking  indemnification may be entitled under any bylaw,  agreement
or otherwise.

     The Company's Restated Certificate of Incorporation,  as amended,  requires
the Company to indemnify  its  directors  and officers and certain other persons
serving  at the  request of the  Company  to the  fullest  extent  permitted  by
Delaware  law and to advance  litigation  expenses  and  permits  the Company to
maintain  director  and  officer  liability  insurance.   Director  and  officer
liability  insurance has been  purchased for all of the Company's  directors and
officers and directors and officers of subsidiary  companies.  Subject to policy
terms and  conditions,  that  insurance  indemnifies  individual  directors  and
officers   for  related   costs,   damage  or  charges,   including   litigation
expenditures,  incurred  as a result of actual or  alleged  wrongful  acts.  The
coverage also

                                      II-1
reimburses the Company and its subsidiary  companies for amounts paid by them to
indemnify covered directors and officers.

     The Restated  Certificate  of  Incorporation,  as amended,  also contains a
provision that eliminates the personal liability of the Company's  directors for
monetary  damages to the Company and its  stockholders  for breach of  fiduciary
duty as a  director  of the  Company  to the  fullest  extent  permitted  by the
Delaware General Corporation Law.

Item 8.   Exhibits.
Incorporated by
                                                                       Reference To

Exhibit No.                                                   File No.                  Exhibit
4-A-1    Restated Certificate of                              1-1098                     3-D
         Incorporation of Columbia                            Form 10-Q
         Energy Group, as                                     for quarter ended
         amended and restated                                 June 30, 1998.
         effective January 16, 1998.

4-A-2    Certificate of Ownership and Merger,                 1-1098                     3-C
         Merging Columbia Energy Group                        Form 10-K
         into The Columbia Gas System, Inc.                   for year ended
                                                              December 31, 1997.

4-A-3*   Amendment to Restated Certificate
         of Incorporation, dated June 1,
         1999.

4-B      By-Laws of Columbia Energy                           1-1098                     3-E
         Group, as amended,                                   Form 10-Q
         and restated as of January 16, 1998.                 for quarter ended
                                                              June 30, 1998.

4-C      Indenture dated as of November 28,                   33-64555                   4-S
         1995 between The Columbia Gas
         System, Inc. and Marine Midland
         Bank, N.A., Trustee.

4-D      First Supplemental Indenture dated                   33-64555                   4-T
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A.,
         Trustee.

                                      II-2
4-E      Second Supplemental Indenture dated                  33-64555                   4-U
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-F      Third Supplemental Indenture dated as                33-64555                   4-V
         of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-G      Fourth Supplemental Indenture dated                  33-64555                   4-W
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-H      Fifth Supplemental Indenture dated                   33-64555                   4-X
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-I      Sixth Supplemental Indenture dated                   33-64555                   4-Y
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-J      Seventh Supplemental Indenture                       33-64555                   4-Z
         dated as of November 28, 1995
         between The Columbia Gas System,
         Inc. and Marine Midland Bank, N.A.,
         Trustee.

4-K      Instrument of Resignation, Appointment               1-1098                    4-I
         and Acceptance, dated as of March 1,                 Form 10-K
         1999 between Columbia Energy Group                   for year ended
         and Marine Midland Bank, as Resigning                December 31, 1998.
         Trustee, and The First National Bank of
         Chicago, as Successor Trustee.

5*       Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10*      Amended and Restated Columbia Energy Group Long-Term Incentive Plan.

23-A*    Consent of  LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5).

23-B*    Consent of  Arthur Andersen LLP, independent public accountants.
II-3
_____________________________
     * Filed herewith.

Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b),  if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

     provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports  filed with or furnished  to the  Securities  and
Exchange Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities  Exchange Act of 1934, that are  incorporated by reference in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  registrant's  annual report pursuant to section
13(a) or  section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities

                                      II-4
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant  to  the  provisions  described  under  Item  6  above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Herndon,  Commonwealth of Virginia on the 15th
day of June, 1999.

                                              COLUMBIA ENERGY GROUP

                                              By: /s/ Michael W. O'Donnell
                                                  ----------------------------
                                                  Michael W. O'Donnell
                                                  Senior Vice President and
                                                  Chief Financial Officer

                                      II-6
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                     Title                               Date

/s/ Oliver G. Richard III                     Chairman,                           May 19, 1999
---------------------------------             Chief Executive Officer and
Oliver G. Richard III                         President (Principal
                                              Executive Officer)

/s/ Michael W. O'Donnell                      Senior Vice President and           May 19, 1999
---------------------------------             Chief Financial Officer
Michael W. O'Donnell

/s/  Jeffrey W. Grossman                      Vice President and Controller       May 19, 1999
---------------------------------             (Principal Accounting
Jeffrey W. Grossman                           Officer)

/s/ Richard F. Albosta                        Director                            May 19, 1999
---------------------------------
Richard F. Albosta

/s/ Robert H. Beeby                           Director                            May 19, 1999
---------------------------------
Robert H. Beeby

/s/ Wilson K. Cadman                          Director                            May 19, 1999
---------------------------------
Wilson K. Cadman

/s/ James P. Heffernan                        Director                            May 19, 1999
---------------------------------
James P. Heffernan

                                      II-7
Signature                                     Title                               Date

/s/ Karen L. Hendricks                        Director                            May 19, 1999
--------------------------------
Karen L. Hendricks

/s/ Malcolm T. Hopkins                        Director                            May 19, 1999
--------------------------------
Malcolm T. Hopkins

/s/ J. Bennett Johnston                       Director                            May 19, 1999
--------------------------------
J. Bennett Johnston

/s/ Malcolm Jozoff                            Director                            May 19, 1999
--------------------------------
Malcolm Jozoff

/s/ William E. Lavery                         Director                            May 19, 1999
--------------------------------
William E. Lavery

/s/ Gerald E. Mayo                            Director                            May 19, 1999
--------------------------------
Gerald E. Mayo

/s/ Douglas E. Olesen                         Director                            May 19, 1999
--------------------------------
Douglas E. Olesen
II-8
EXHIBIT INDEX
Incorporated by
                                                                       Reference To

Exhibit No.                                                   File No.                  Exhibit
4-A-1    Restated Certificate of                              1-1098                     3-D
         Incorporation of Columbia                            Form 10-Q
         Energy Group, as                                     for quarter ended
         amended and restated                                 June 30, 1998.
         effective January 16, 1998.

4-A-2    Certificate of Ownership and Merger,                 1-1098                     3-C
         Merging Columbia Energy Group                        Form 10-K
         into The Columbia Gas System, Inc.                   for year ended
                                                              December 31, 1997.
4-A-3*   Amendment to Restated Certificate
         of Incorporation, dated June 1,
         1999.

4-B      By-Laws of Columbia Energy                           1-1098                     3-E
         Group, as amended,                                   Form 10-Q
         and restated as of January 16, 1998.                 for quarter ended
                                                              June 30, 1998.

4-C      Indenture dated as of November 28,                   33-64555                   4-S
         1995 between The Columbia Gas
         System, Inc. and Marine Midland
         Bank, N.A., Trustee.

4-D      First Supplemental Indenture dated                   33-64555                   4-T
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A.,
         Trustee.

4-E      Second Supplemental Indenture dated                  33-64555                   4-U
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-F      Third Supplemental Indenture dated as                33-64555                   4-V
         of November 28, 1995 between The
Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-G      Fourth Supplemental Indenture dated                  33-64555                   4-W
         as of November 28, 1995 between The
         Columbia Gas System, Inc. and Marine
         Midland Bank, N.A., Trustee.

4-H      Fifth Supplemental Indenture dated                   33-64555                   4-X
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-I      Sixth Supplemental Indenture dated                   33-64555                   4-Y
         as of November 28, 1995 between
         The Columbia Gas System, Inc. and
         Marine Midland Bank, N.A., Trustee.

4-J      Seventh Supplemental Indenture                       33-64555                   4-Z
         dated as of November 28, 1995
         between The Columbia Gas System,
         Inc. and Marine Midland Bank, N.A.,
         Trustee.

4-K      Instrument of Resignation, Appointment               1-1098                     4-I
         and Acceptance, dated as of March 1,                 Form 10-K
         1999 between Columbia Energy Group                   for year ended
         and Marine Midland Bank, as Resigning                December 31, 1998.
         Trustee, and The First National Bank of
         Chicago, as Successor Trustee.

5*       Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.

10*      Amended and Restated Columbia Energy Group Long-Term Incentive Plan.

23-A*    Consent of  LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in Exhibit 5).

23-B*    Consent of  Arthur Andersen LLP, independent public accountants.
* Filed herewith.