SC 14D9/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 14D-9

                SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
             SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 52)

                              COLUMBIA ENERGY GROUP
                            (NAME OF SUBJECT COMPANY)


                              COLUMBIA ENERGY GROUP
                      (NAME OF PERSON(S) FILING STATEMENT)

                          COMMON STOCK, PAR VALUE $0.01
                         (TITLE OF CLASS OF SECURITIES)

                                    197648108
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                              MICHAEL W. O'DONNELL
                SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              COLUMBIA ENERGY GROUP
                            13880 DULLES CORNER LANE
                             HERNDON, VIRGINIA 20171
                                 (703) 561-6000
           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
               RECEIVE NOTICE AND COMMUNICATIONS ON BEHALF OF THE
                           PERSON(S) FILING STATEMENT)

                                    COPY TO:

                             NEIL T. ANDERSON, ESQ.
                               SULLIVAN & CROMWELL
                                125 BROAD STREET
                            NEW YORK, NEW YORK 10004
                                 (212) 558-4000

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         This Amendment No. 52 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 filed with the Securities and
Exchange Commission on July 6, 1999, and as subsequently amended July 6, 1999,
July 9, 1999, July 12, 1999, July 15, 1999, July 16, 1999, July 20, 1999, July
22, 1999, July 30, 1999, August 3, 1999, August 4, 1999, August 5, 1999, August
6, 1999, August 9, 1999, August 11, 1999, August 12, 1999, August 13, 1999,
August 16, 1999, August 17, 1999, August 19, 1999, August 31, 1999, September 2,
1999, September 3, 1999, September 7, 1999, September 9, 1999, September 10,
1999, September 13, 1999, September 14, 1999, September 15, 1999, September 16,
1999, September 17, 1999, September 20, 1999, September 21, 1999, September 22,
1999, September 23, 1999, September 24, 1999, September 27, 1999, September 28,
1999, September 29, 1999, September 30, 1999, October 1, 1999, October 4, 1999,
October 5, 1999, October 6, 1999, October 7, 1999, October 12, 1999, October 13,
1999, October 14, 1999, October 18, 1999, October 25, 1999 and October 26, 1999
(as so amended, the "Schedule 14D-9"), by Columbia Energy Group, a Delaware
corporation (the "Company"), relating to the tender offer by NiSource Inc., an
Indiana corporation, to purchase for cash through its wholly-owned subsidiary,
CEG Acquisition Corp., a Delaware corporation, all of the outstanding common
shares, par value $0.01 per share, of the Company (the "Offer"). Capitalized
terms used but not defined herein have the meaning ascribed to them in the
Schedule 14D-9.

ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED.

         Item 8 is hereby supplemented and amended by adding the following:

         The Company has been negotiating with, and is in the process of
entering into, confidentiality agreements with numerous third parties interested
in reviewing non-public information and considering making proposals to the
Company with respect to possible strategic transactions, including mergers and
other business combination transactions and purchases of a material amount of
the Company's stock or assets. In addition, the Company has today sent to
NiSource a confidentiality agreement revised to reflect certain of the
modifications suggested by NiSource in order to facilitate NiSource's
participation in the process. The full text of the confidentiality agreement,
which has not yet been agreed to by NiSource, is attached hereto as Exhibit
(a)(41).

ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.

         Item 9 is hereby supplemented and amended by adding the following:

         Exhibit (a)(41) - Confidentiality Agreement.






                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                              COLUMBIA ENERGY GROUP


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


Dated:  November 10, 1999








                                  Exhibit List

         Exhibit (a)(41) -  Confidentiality Agreement.

EX-99.(A)(41)

November 10, 1999

NiSource Inc.
801 East 86th Avenue
Merrillville, Indiana 46410-6272

Attention:  Stephen P. Adik
            Senior Executive Vice President,
            Chief Financial Officer and Treasurer


Ladies and Gentlemen:

         You have requested information from Columbia Energy Group (the
"Company") in connection with your consideration of (a) the possible negotiated
purchase by you of (x) a material amount of the issued and outstanding shares of
common stock of the Company, or (y) a material amount of assets of the Company;
and (b) a merger transaction between you and the Company (collectively,
"Transactions"). The Company is willing to furnish such information to you
solely for the purpose of your evaluation of such Transactions and pursuant to
the terms of this letter agreement (this "Agreement"). You agree that such
information and any other information the Company, its affiliates or its
Representatives (as hereinafter defined) furnish to you or your Representatives,
whether before or after the date of this Agreement and including any information
furnished directly to you or your Representatives by the Company, its affiliates
or any of its Representatives, together with any reports, analyses,
compilations, memoranda, notes and any other writings prepared by you or your
Representatives which contain, reflect or are based upon such information
(collectively, the "Evaluation Material"), will be kept confidential; provided,
however, that (i) any of such information may be disclosed to officers,
directors, employees, counsel, investment bankers and other representatives
(such persons being generally referred to herein as "Representatives") of yours
who need to know such information for the purpose of evaluating Transactions
between us (it being understood that you will cause your Representatives to
treat such information confidentially and in accordance with the terms hereof
and be responsible for any violation by them of the terms hereof), and (ii) any
disclosure of such information may be made to which the Company consents in
writing. You agree that all Evaluation Material will be used solely for the
purpose of evaluating a possible Transaction.




         You agree that neither you, your affiliates nor any of your or your
affiliates' Representatives will, without the prior written consent of the
Company, directly or indirectly, (i) enter into any agreement, arrangement or
understanding or any discussions that might lead to such agreement, arrangement
or understanding with any other person regarding a possible Transaction
involving the Company or its affiliates, (ii) disclose to any other person
either the fact that discussions or negotiations are taking place concerning a
possible Transaction or any of the terms, conditions or other facts with respect
to any such Transactions, including the status thereof or (iii) disclose to any
other person that you have received or produced Evaluation Material; provided,
however, that you may make such disclosure to the extent you have received the
opinion of your counsel that such disclosure is required to be made by you in
order to avoid violating the federal securities laws and you are otherwise not
in breach of this agreement. The term "person" as used in this Agreement shall
be broadly interpreted to include, without limitation, the media and any
corporation, company, group, partnership or individual.

         In the event that you or any of your Representatives are required to
disclose any Evaluation Material (i) in connection with any judicial or
administrative proceedings (by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process) or (ii) in order, in the opinion of your counsel, to avoid violating
the federal securities laws, you will in advance of such disclosure provide the
Company with prompt notice of such requirement(s). You also agree, to the extent
legally permissible, to provide the Company, in advance of any such disclosure,
with copies of any Evaluation Material you intend to disclose (and, if
applicable, the text of the disclosure language itself) and to cooperate with
the Company to the extent the Company may seek to limit such disclosure. If, in
the absence of a protective order or receipt of a waiver from the Company after
a request in writing therefor is made by you (such request to be made as soon as
practicable to allow the Company a reasonable amount of time to respond
thereto), you or your Representatives are legally required to disclose
Evaluation Material to any tribunal or in order to comply with the federal
securities laws, you may disclose such portion of the Evaluation Material which
you are advised by opinion of your counsel is legally required so long as you
exercise your reasonable best efforts to obtain assurances that the Evaluation
Material so disclosed will be kept confidential by any recipient(s) without
liability hereunder.

         In consideration for being furnished with the Evaluation Material, you
agree that prior to March 1, 2000, you (i) will not amend any of the terms and
conditions of your tender offer for all shares of the Company's common stock at
a cash price per share of $74 on the terms and subject to the conditions of the
revised Offer to Purchase, filed as an exhibit to your Schedule 14D-1/A on
October 18, 1999 (the "Tender Offer") except, at your election, to extend from
time to time the expiration date of the Tender Offer; (ii) will not, and shall
cause your Representatives, affiliates and affiliates' Representatives not to,
directly or indirectly, disseminate any proxy solicitation materials or
otherwise solicit proxies from record or beneficial stockholders of the Company
for use at the Company's next annual meeting; provided; that you shall be
permitted to file on a confidential basis preliminary proxy materials or any
other proxy solicitation materials with the Securities and Exchange Commission
(the "SEC") or any other




governmental entity; (iii) will, except as otherwise directed by a court,
suspend all activities (including discovery activities and the filing of motions
and any other request for relief from any court), in connection with all pending
and prospective litigation with the Company and its officers and directors
relating to the Tender Offer and the Company's response thereto; (iv) will not,
and shall cause your Representatives, affiliates and affiliates' Representatives
not to, directly or indirectly, without first obtaining the written consent of
the Board of Directors of the Company, (a) except as may be required by law,
take any other action in furtherance of the Tender Offer or in any other manner
seek to acquire or offer to acquire, seek, propose or agree to acquire, by means
of a purchase, agreement, business combination, payment for Common Stock
pursuant to the Tender Offer, beneficial ownership of any securities or assets
of the Company, including rights or options to acquire such ownership; (b) file
new or amended tender offer materials with the SEC, except for (x) amendments
required to disclose, the termination of the Tender Offer or an extension of the
expiration date of the Tender Offer, and (y) amendments that, in the advice of
your counsel, are required to be made by you in order to avoid violating the
federal securities laws; (c) in any way assist any other person to effect or
seek, offer or propose (whether publicly or otherwise) to effect or participate
in any acquisition of securities or assets of the Company or any tender or
exchange offer, merger, consolidation or other business combination involving
the Company; or (d) enter into any discussions or arrangements with any third
party with respect to any of the foregoing or advise, assist, encourage, finance
or seek to persuade others to take any action with respect to the foregoing; (v)
will not make any public disclosure, including disclosure relating to the
Company's public announcement of the decision of the Company's Board of
Directors to authorize Company management to evaluate various strategic
alternatives and the resulting evaluation process, or take any action which
could require the Company to make any public disclosure, with respect to any of
the matters set forth in this Agreement; and (vi) will not make a request to
amend or waive any provision of this paragraph or the second paragraph of this
Agreement, provided, however, that each of the restrictions set forth in this
paragraph shall terminate and be of no further force and effecting in the event
the Company or any subsidiary enters into a binding agreement with respect to
(i) the sale of 10% or more of the equity securities of the Company, (ii) a sale
of 10% or more of the Company's consolidated assets or (iii) a merger,
recapitalization, reorganization, business combination or similar extraordinary
corporate transaction involving the Company or any significant subsidiary. The
Company also agrees that the foregoing restrictions shall terminate and be of no
further effect if (x) the Company amends any provisions of its Bylaws, or (y)
otherwise takes any action, in either case (x) or (y) that would preclude you
from conducting, or would materially interfere with your ability to conduct, a
proxy contest with respect to the Company's next annual stockholders meeting if
you were to remain subject to the restrictions set forth in this paragraph. In
the event that the Company enters into a confidentiality agreement with
restrictions of the type set forth in this paragraph but which expire or
terminate prior to March 1, 2000, you shall be released from the restrictions
set forth in this paragraph on such earlier expiration or termination date.

         In consideration for your agreement to the terms of this Agreement, the
Company hereby agrees that (a) it will not hold its annual meeting of
stockholders for the year 2000 prior




to May 10, 2000; and (b) except as otherwise directed by a court, it will
suspend all activities (including discovery activities and the filing of motions
and any other request for relief from any court), in connection with all pending
and prospective litigation involving you and the Company and its officers and
directors relating to the Tender Offer and the Company's response thereto until
March 1, 2000, as long as you are in compliance with and subject to the terms of
this Agreement.

         In the event that no Transaction is effected involving you and the
Company after you have been furnished with Evaluation Material, you will (and
you will cause your Representatives to) promptly, upon the request of the
Company, deliver to the Company the Evaluation Material, furnished by the
Company, its affiliates or Representatives and will destroy any writing prepared
by you or your Representatives, without retaining any copy thereof. If requested
by the Company, an appropriate officer of yours will certify in writing to the
Company that all such material has been so delivered or destroyed.
Notwithstanding the delivery or destruction of the Evaluation Material required
by this paragraph, any and all duties and obligations existing under this
Agreement shall remain in full force and effect.

         You agree that from the date of this Agreement until March 1, 2000,
without the prior written consent of the Company, you and your Representatives
will not directly solicit or actively seek to hire any person who at the time of
such solicitation is an employee of the Company or any of its affiliates;
provided, however, that the foregoing provision shall not prevent you from (i)
employing any such person who first contacts you on his or her own initiative
without any prior direct solicitation from you or your Representatives and (ii)
conducting general solicitations for employees or independent contractors which
solicitations are not specifically targeted at any of the Company's employees.

         The term "Evaluation Material" does not include information which was
or becomes generally available to you on a non-confidential basis; provided that
the source of such information was not the Company or its Representatives or
bound by a confidentiality agreement. The term "affiliate" as used in this
Agreement shall have the meaning ascribed to such term in Rule 12b-2 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended.

         You agree that all (i) communications regarding any Transaction, (ii)
requests for additional information, (iii) requests for facility tours or
management meetings or (iv) discussions or questions regarding procedures will
be submitted or directed only to Daniel B. More of Morgan Stanley Dean Witter at
(212) 761-8380 or Gregg S. Polle of Salomon Smith Barney at (212) 783-6302 or a
representative designated by either of them.

         You understand and acknowledge that we do not make any representation
or warranty as to the accuracy or completeness of the Evaluation Material and
that only those representations and warranties made by the Company in a
definitive agreement, if any, and subject to such limitations and qualifications
as may be set forth therein, shall have any legal




effect. You agree that, other than as may be set forth in such definitive
agreement, neither the Company or any of its affiliates nor their
Representatives shall have any liability to you or any of your Representatives,
including, without limitation, contract, tort or securities laws, resulting from
the use of the Evaluation Material supplied by us or our Representatives. It is
agreed that no failure or delay by the Company in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any right, power or privilege.

         You agree that the Company, without prejudice to any rights to judicial
relief it may otherwise have, shall be entitled to seek equitable relief,
including injunctions and orders for specific performance, in the event of any
breach of the provisions of this Agreement. You agree that you will not oppose
the granting of such relief on the basis that the Company has an adequate remedy
at law and that, in the event that the Company is successful in obtaining any
relief sought in any legal proceeding relating to this Agreement, you will pay
any fees which the Company may incur in enforcing this Agreement. You also agree
that you will not seek and will agree to waive any requirement for the securing
or posting of a bond in connection with the Company's seeking or obtaining such
relief.

         It is further understood and agreed that unless and until the execution
and delivery of a definitive agreement with respect to any transaction referred
to in the first paragraph of this Agreement, neither the Company nor you intends
to be, nor shall either of us be, under any legal obligation of any kind
whatsoever with respect to such a Transaction or otherwise, by virtue of any
written or oral expressions by our respective Representatives with respect to
such a transaction, except for the matters specifically agreed to in this
Agreement. You further understand and agree that the Company and its
representatives shall be free to conduct the process for a Transaction as they
shall determine in their sole discretion, that the procedures relating to a
Transaction may be changed at any time without prior notice to you or any other
person and that, except for claims raised prior to the date hereof, you shall
have no claim against the Company or its affiliates or its Representatives
arising out of or related to any Transaction or potential transaction, except in
accordance with, and subject to, any definitive agreement with respect to a
Transaction. The provisions of this Agreement may only be modified or waived by
a separate writing signed by the Company and you expressly so modifying or
waiving this provision.

         You hereby expressly confirm that you are aware and that your
Representatives have been advised that the United States securities laws
prohibit any person who has material non-public information about a company from
purchasing or selling securities of such company.

         If at any time you cease to actively consider a possible Transaction
with the Company, you agree, promptly to notify us of such decision in writing.

         It is understood and agreed that if any provision contained in this
Agreement or the application thereof to you, the Company, or any other person or
circumstance shall be




invalid, illegal or unenforceable in any respect under any applicable law as
determined by a court of competent jurisdiction, the validity, legality and
enforceability of the remaining provisions contained in this Agreement, or the
application of such provision to such persons or circumstances other than those
as to which it has been held invalid or unenforceable, shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereby. In the case of any such invalidity, illegality or unenforceability, the
parties hereto agree to substitute a suitable and equitable provision to effect
the original intent of this provision.

         This Agreement shall benefit and bind successors and assigns of you and
of the Company, and nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement. Any assignment of this
Agreement by you without prior written consent of the Company shall be void.

         This Agreement shall be governed by, and construed in accordance with
the laws of the State of New York. The parties hereby irrevocably submit to the
jurisdiction of the courts of the State of New York and the Federal courts of
the United States of America in either case located in The Borough of Manhattan,
The City of New York solely in respect of the interpretation and enforcement of
the provisions of this Agreement, and hereby waive, and agree not to assert, as
a defense in any action, suit or proceeding for the interpretation or
enforcement hereof, that it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable in said courts or that the
venue thereof may not be appropriate or that this Agreement may not be enforced
in or by such courts, and irrevocably agrees to be bound by any judgment
rendered thereby in connection with such litigation, and the parties hereto
irrevocably agree that all claims with respect to such action or proceeding
shall be deemed to have arisen from the transaction of business in the State of
New York and shall be heard and determined in such a New York State or Federal
court.

         If you are in agreement with the foregoing, please so indicate by
signing and returning one copy of this Agreement, whereupon this Agreement will
constitute our agreement with respect to the subject matter hereof.

                                            Very truly yours,





                                            Michael W. O'Donnell
                                            Senior Vice President and
                                            Chief Financial Officer
                                            Columbia Energy Group









                                            AGREED AND ACCEPTED:

                                            NISOURCE INC.


                                            By:
                                               ---------------------------------
                                                       Duly Authorized


                                            Dated:
                                                  ------------------------