EXHIBIT (3)(e)


                      CERTIFICATE OF OWNERSHIP AND MERGER

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA
2300 N. Lincoln Blvd., Room 101, State Capitol Building
Oklahoma City, Oklahoma 73105-4897:

Please Note: This form MUST be filed with a letter from the Oklahoma Tax
Commission stating that the franchise tax, due yearly, has been paid for the
current fiscal year for each corporation involved in the merger.

     ONEOK, Inc., an Oklahoma corporation, hereby states and certifies that:

     1    The names of the Constituent Corporations merged and the names of the
          states under the laws of which such corporations are incorporated are:

                   Name of Corporation          State of Incorporation
                   -------------------          ----------------------

               ONEOK, Inc.                             Oklahoma

               American Pipeline Company               Delaware

     2.   ONEOK, Inc. owns all of the outstanding shares of American Pipeline
          Company.

     3.   ONEOK, Inc. by the following resolutions of its Board of Directors,
          duly adopted on the 20/th/ day of April, 2000, determined to merge
          American Pipeline Company into itself on the conditions set forth in
          such resolutions:

               FURTHER RESOLVED, that ONEOK, Inc. merge into itself its
          subsidiary, American Pipeline Company, and assume all of American
          Pipeline Company's obligations;

               FURTHER RESOLVED, that the President and Secretary of ONEOK, Inc.
          be directed to make, execute and acknowledge a certificate of
          ownership and merger setting forth (a) a copy of the resolution to
          merge American Pipeline Company into the Corporation and to assume
          American Pipeline Company's obligations and (b) the date of the
          adoption of such resolution by the Board of Directors and be directed
          to file the same with the Secretary of State of the State of Delaware;


     IN WITNESS WHEREOF, ONEOK, Inc., an Oklahoma corporation, has caused this
     Certificate to be executed in its name, by its President, and attested to
     by its Secretary, this 20th day of April, 2000, as authorized by Section
     1083 of the Oklahoma General Corporation Law.

                                   ONEOK, Inc.,
                                   an Oklahoma corporation

ATTEST:
[SEAL]
                                   By:  /s/ David L. Kyle
                                        ----------------------------------------
                                        David L. Kyle, President
/s/ Deborah B. Barnes
----------------------------
Deborah B. Barnes, Secretary