
DSCB:  15-1915 (Rev, 90)
P. O. NALY COMPANY, PGH., PA  15219


Microfilm                    Filed with the Department
Number ________________      of State on ______________________________________


Equity Number _________      Secretary of
                             the Commonwealth _________________________________


        ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION


     In compliance with the requirements of 15 Pa.C.S.Section  1915 (relating to
articles of amendment), the undersigned business corporation,  desiring to amend
its Articles, hereby states that:

1.   The name of the corporation is:  Equitable Resources, Inc.
                                      ------------------------------------------

2. The (a)  address  of this  corporation's  current  registered  office in this
Commonwealth  or (b) name of its commercial  registered  office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):

(a)  420 Boulevard of the Allies, Pittsburgh, PA  15219, Allegheny County.
     --------------------------------------------------------------------------
     Number and Street, City, State, Zip, County

(b)  c/o: ---------------------------------------------------------------------
     Name of Commercial Registered Office Provider

For a corporation  represented by a commercial  registered office provider,  the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.

3.   The statute by or under which it was incorporated is: 
     Pennsylvania Business Corporation Law.
     ---------------------------------------------------------------------------

4.   The date of its incorporation is:      March 31, 1926. 
                                       -----------------------------------------

5.   (Check, and if appropriate complete, one of the following):

       X     The amendment shall be  effective  upon  filing  these  Articles of
     ------  Amendment in the Department of State.

     ------  The amendment shall be effective on:                at:
                                                  -------------      ----------.

6.   (Check one of the following):

     ------  The amendment was adopted by the shareholders (or members) pursuant
             to 15 Pa.C.S. Section 1914(a) and (b).

        X    The amendment was adopted by the board of directors pursuant to 15
     ------  Pa.C.S. Section 1914(c).

7.   (Check, and if appropriate complete, one of the following):

     ------  The amendment adopted by the corporation, set forth in full, is as
             follows:







        X    The amendment adopted by the corporation as set  forth in full in
     ------  Exhibit A attached hereto and made a part hereof.

8.   (Check if the amendment restates the Articles):

     ------  The restated Articles of  Incorporation  supersede  the  original
             Articles and all amendments thereto.

     IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly  authorized  officer thereof this 7th day of
May, 1996.


                                         Equitable Resources, Inc.
                               -----------------------------------------------
                                           (Name of Corporation)


                          By:             /s/ Audrey C. Moeller
                               -----------------------------------------------
                                                (Signature)


                          TITLE:   Vice President and Corporate Secretary
                               -----------------------------------------------


<PAGE>

                                                                       EXHIBIT A

           RESOLVED,  That pursuant to the authority conferred upon the Board of
Directors by Article Fifth,  Division A, section 1.1 of the Restated Articles of
Incorporation of the Company,  as amended,  there is hereby established a series
of the  Preferred  Stock of the Company to consist  initially of 500,000  shares
with the  designation  and  relative  rights  and  preferences  thereof to be as
follows:

      DESIGNATION.  The shares of such series shall be designated as "Series One
      Preferred  Stock."  Shares of this series shall be issued  pursuant to the
      exercise of rights to purchase Series One Preferred  Stock  distributed to
      the  holders of Common  Stock,  without  par value,  of the  Company  (the
      "Common Stock").

      DIVIDENDS AND DISTRIBUTIONS.  Subject to the rights and preferences of the
      holders of any shares of any series of Preferred  Stock ranking  senior as
      to  dividends  to  this  Series  One  Preferred  Stock,  as  such  may  be
      established by the Board of Directors, the holders of shares of Series One
      Preferred  Stock,  in preference to the holders of Common Stock and shares
      of stock ranking junior as to dividends to the Series One Preferred Stock,
      shall be  entitled  to  receive,  when  and if  declared  by the  Board of
      Directors  out of  funds  legally  available  for the  purpose,  quarterly
      dividends  payable in cash on the 15th day of March,  June,  September and
      December  in each year  (each  such  date  being  referred  to herein as a
      "Quarterly  Dividend  Payment  Date"),  commencing on the first  Quarterly
      Dividend Payment Date after the first issuance of a share or fraction of a
      share of Series One Preferred  Stock,  in an amount per share  (rounded to
      the nearest cent) equal to the greater of (a) $29.50 or (b) subject to the
      provision for adjustment  hereinafter  set forth,  100 times the aggregate
      per share amount of all cash  dividends  plus 100 times the  aggregate per
      share  amount  (payable  in  kind)  of all  non-cash  dividends  or  other
      distributions, other than a dividend payable in shares of Common Stock, or
      a   subdivision   of  the   outstanding   shares  of   Common   Stock  (by
      reclassification  or  otherwise),  paid on the  Common  Stock  at any time
      during the quarter year  immediately  preceding the quarter year ending on
      the day immediately preceding such Quarterly Dividend Payment Date. In the
      event the  Company  shall at any time  after  April 1,  1996 (the  "Rights
      Distribution  Date")  during any quarter year  immediately  preceding  the
      quarter year ending on the day immediately  preceding a Quarterly Dividend
      Payment Date (i) declare any dividend on Common Stock payable in shares of
      Common Stock,  or (ii) subdivide the  outstanding  Common Stock or combine
      the outstanding  Common Stock into a greater or lesser number of shares of
      Common  Stock,  then in each such case the  amounts  to which  holders  of
      shares of Series One Preferred  Stock were entitled  immediately  prior to
      such event under clause (b) of the preceding sentence shall be adjusted by
      multiplying each such amount by a fraction,  the numerator of which is the
      number of shares of Common Stock outstanding  immediately after such event
      and the  denominator of which is the number of shares of Common Stock that
      were outstanding immediately prior to such event.

      Dividends shall begin to accrue and be cumulative on outstanding shares of
      Series One Preferred Stock from the Quarterly  Dividend  Payment Date next
      preceding the date of issue of such shares of Series One Preferred  Stock,
      unless the date of issue is a Quarterly Dividend Payment Date or is a date
      after the record date for the determination of holders of shares of Series
      One Preferred  Stock  entitled to receive a quarterly  dividend and before
      such  Quarterly  Dividend  Payment  Date,  in either of which  events such
      dividends  shall  begin to accrue and be  cumulative  from such  Quarterly
      Dividend  Payment  Date.  Accrued  but  unpaid  dividends  shall  not bear
      interest. Dividends paid on the shares of Series One Preferred Stock in an
      amount less than the total  amount of such  dividends  at the time accrued
      and payable on such shares shall be allocated pro rata on a share-by-share
      basis  among  all  such  shares  at the  time  outstanding.  The  Board of
      Directors may fix a record date for the determination of holders of shares
      of Series One Preferred Stock entitled to receive payment of a dividend or
      distribution declared thereon,  which record date shall be no more than 30
      days prior to the date fixed for the payment thereof.

      VOTING  RIGHTS.  Except as  otherwise  provided  by law,
      holders of shares of Series One  Preferred  Stock  shall
      have no voting rights.

      CERTAIN  RESTRICTIONS.  Whenever quarterly dividends or other dividends or
      distributions  payable on the Series One  Preferred  Stock are in arrears,
      thereafter and until all accrued and unpaid  dividends and  distributions,
      whether  or  not  declared,  on  shares  of  Series  One  Preferred  Stock
      outstanding  shall have been paid in full,  the  Company  shall  not:  (i)
      declare  or pay  dividends  on,  make any  distributions  on, or redeem or
      purchase  or  otherwise  acquire  for  consideration  any  shares of stock
      ranking  junior (either as to dividends or as to assets) to the Series One
      Preferred  Stock;  (ii)  declare  or pay  dividends  on or make any  other
      distributions  on any shares of stock  ranking  on a parity  (either as to
      dividends or as to assets)  with the Series One  Preferred  Stock,  except
      dividends  paid  ratably on the Series  One  Preferred  Stock and all such
      parity stock on which dividends are payable or in arrears in proportion to
      the  total  amounts  to which  the  holders  of all such  shares  are then
      entitled;  (iii) redeem or purchase or otherwise acquire for consideration
      shares  of any stock  ranking  junior  (either  as to  dividends  or as to
      assets) to the Series One Preferred  Stock,  provided that the Company may
      at any time  redeem,  purchase  or  otherwise  acquire  shares of any such
      junior  stock in exchange  for shares of any stock of the Company  ranking
      junior  (either  as to  dividends  or as to  assets)  to  the  Series  One
      Preferred Stock; or (iv) purchase or otherwise  acquire for  consideration
      any shares of Series One Preferred  Stock,  or any shares of stock ranking
      on a parity  (either as to dividends or upon  liquidation,  dissolution or
      winding up) with the Series One Preferred Stock, except in accordance with
      a purchase offer made in writing or by  publication  (as determined by the
      Board of  Directors)  to all holders of such shares upon such terms as the
      Board of Directors,  after consideration of the respective annual dividend
      rates and other relative rights and  preferences of the respective  series
      and  classes,  shall  determine  in good  faith  will  result  in fair and
      equitable  treatment among the respective  series or classes.  The Company
      shall not permit any  subsidiary  of the Company to purchase or  otherwise
      acquire for  consideration  any shares of stock of the Company  unless the
      Company could,  under this paragraph,  purchase or otherwise  acquire such
      shares at such time and in such manner.

      REACQUIRED  SHARES.  Any shares of Series One Preferred Stock purchased or
      otherwise  acquired  by the  Company  in any  manner  whatsoever  shall be
      retired and canceled  promptly  after the  acquisition  thereof.  All such
      shares shall upon their cancellation become authorized but unissued shares
      of  Preferred  Stock  and  may be  reissued  as part  of a new  series  of
      Preferred Stock to be created by resolution or resolutions of the Board of
      Directors,  subject to the  conditions  and  restrictions  on issuance set
      forth herein.

      LIQUIDATION,  DISSOLUTION  OR  WINDING  UP.  Subject  to  the  rights  and
      preferences of the holders of any shares of any series of Preferred  Stock
      ranking  senior as to assets to this Series One Preferred  Stock,  as such
      may be  established  by the Board of Directors,  upon any  involuntary  or
      voluntary  liquidation,  dissolution  or  winding  up of the  Company,  no
      distribution  shall be made to the  holders  of  shares  of stock  ranking
      junior  (either  as to  dividends  or as to  assets)  to  the  Series  One
      Preferred Stock unless, prior thereto, the holders of shares of Series One
      Preferred  Stock shall have  received an amount per share equal to the Per
      Share  Series  One  Liquidation  Preference.  The  Per  Share  Series  One
      Liquidation  Preference  shall be equal to the sum of (x) $100.00  plus an
      amount equal to accrued and unpaid  dividends and  distributions  thereon,
      whether  or not  declared,  to the  date of  such  payment,  plus  (y) the
      Participation Preference.  The "Participation Preference" is an amount per
      each share of Series One Preferred Stock  outstanding equal to the product
      of (A) the Excess Distribution Amount, as hereinafter defined, times (B) a
      fraction  whose  numerator is 100 and whose  denominator is the sum of (i)
      the  product of 100 times the number of  outstanding  shares of Series One
      Preferred  Stock,  plus (ii) the  product  of 100 times a  fraction  whose
      numerator  is the number of  outstanding  shares of Common Stock and whose
      denominator is the Adjustment Number; provided,  however, if the foregoing
      computation   results  in  a  negative  number,   then  the  Participation
      Preference  shall be 0.  Following  the  payment of the full amount of the
      Series One Liquidation Preference, holders of shares of Common Stock shall
      receive the remaining assets to be distributed.

      The  "Excess  Distribution  Amount"  is an  amount  equal  to  the  amount
      available for distribution to shareholders of the Company after payment of
      all debts and liabilities less the sum of (i) the liquidation  preferences
      in respect of all shares of preferred  stock of the Company other than the
      Series One  Preferred  Stock,  (ii) the product of 100 times the number of
      outstanding shares of Series One Preferred Stock, and (iii) the product of
      the number of  outstanding  shares of Common Stock times a fraction  whose
      numerator is 100 and whose denominator is the Adjustment Number.

      The  Adjustment  Number  shall  initially  be 100 and shall be  subject to
      adjustment as provided  below.  In the event the Company shall at any time
      after the Rights  Distribution  Date (i)  declare  any  dividend on Common
      Stock payable in shares of Common Stock,  (ii)  subdivide the  outstanding
      Common Stock, or (iii) combine the outstanding Common Stock into a smaller
      number of shares,  then in each such case the Adjustment  Number in effect
      immediately  prior to such event  shall be adjusted  by  multiplying  such
      Adjustment  Number by a fraction,  the numerator of which is the number of
      shares of Common Stock  outstanding  immediately  after such event and the
      denominator  of which is the  number of shares of Common  Stock  that were
      outstanding immediately prior to such event.

      CONSOLIDATION,  MERGER,  ETC.  In case the  Company  shall  enter into any
      consolidation,  merger,  combination  or other  transaction  in which  the
      shares of Common  Stock are  exchanged  for or changed into other stock or
      securities,  cash  and/or  any other  property,  then in any such case the
      shares of Series One  Preferred  Stock shall at the same time be similarly
      exchanged or changed in an amount per share  (subject to the provision for
      adjustment  hereinafter set forth) equal to 100 times the aggregate amount
      of stock, securities, cash and/or any other property (payable in kind), as
      the case may be,  into which or for which  each  share of Common  Stock is
      changed  or  exchanged.  In the  event the  Company  shall at any time (i)
      declare any dividend on Common Stock payable in shares of Common Stock, or
      (ii)  subdivide the  outstanding  Common Stock or combine the  outstanding
      Common  Stock into a greater or lesser  number of shares of Common  Stock,
      then in each such case the amount set forth in the preceding sentence with
      respect to the exchange or change of shares of Series One Preferred  Stock
      shall be adjusted by multiplying such amount by a fraction,  the numerator
      of which is the number of shares of Common Stock  outstanding  immediately
      after such event and the  denominator  of which is the number of shares of
      Common Stock that were outstanding immediately prior to such event.

      REDEMPTION.  The  outstanding  shares of Series One Preferred Stock may be
      redeemed at the option of the Board of  Directors  as a whole,  but not in
      part, at any time or from time to time, at a cash price per share equal to
      (i) the product of the  Adjustment  Number times the Average Market Value,
      as such term is hereinafter  defined,  of the Common Stock,  plus (ii) all
      dividends  which on the  redemption  date have accrued on the shares to be
      redeemed and have not been paid or declared and a sum  sufficient  for the
      payment thereof set apart, without interest;  provided,  however,  that if
      and whenever any quarter-yearly  dividend shall have accrued on the Series
      One  Preferred  Stock  which  has  not  been  paid or  declared  and a sum
      sufficient for the payment thereof set apart, the Company may not purchase
      or otherwise  acquire any shares of Series One Preferred  Stock unless all
      shares of such stock at the time outstanding are so purchased or otherwise
      acquired.  The "Average  Market  Value" is the average of the closing sale
      prices of the Common Stock during the 30-day period immediately  preceding
      the date before the  redemption  date on the  Composite  Tape for New York
      Stock  Exchange-Listed  Stocks,  or,  if such  stock is not  quoted on the
      Composite Tape, on the New York Stock  Exchange,  or, if such stock is not
      listed  on  such  Exchange,  on the  principal  United  States  securities
      exchange registered under the Securities Exchange Act of 1934, as amended,
      on which such stock is listed, or, if such stock is not listed on any such
      exchange,  the  average of the closing bid  quotations  with  respect to a
      share  of  Common  Stock  during  such  30-day   period  on  the  National
      Association of Securities Dealers, Inc. Automated Quotations System or any
      system then in use,  or, if no such  quotations  are  available,  the fair
      market value of the Common Stock as  determined  by the Board of Directors
      in good faith.

      FRACTIONAL  SHARES.  Series One Preferred Stock may be issued in fractions
      of a share which shall entitle the holder,  in proportion to such holder's
      fractional  shares,  to exercise  voting rights,  if  applicable,  receive
      dividends,  participate  in  distributions  and to have the benefit of all
      other rights of holders of Series One Preferred Stock.





