COLUMBIA ENERGY GROUP
SC 14D9/A, 1999-08-11
NATURAL GAS TRANSMISISON & DISTRIBUTION
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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. 14)

                              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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<PAGE>




    This Amendment No. 14 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 and August 9,
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 6.  RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

    Item 6 is hereby supplemented and amended by adding the following:

    On August 10, 1999, pursuant to its previously announced repurchase program,
the Company  purchased  80,000  Shares on the open market at a weighted  average
price per share of $60.1055.







<PAGE>



                                    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: August 11, 1999




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