
                            EQUITABLE RESOURCES, INC.



                                     BY-LAWS
                        (Amended through March 21, 1996)



                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS


           Section  1.01 All meetings of the  shareholders  shall be held at the
principal  office of the Company or such other places,  either within or without
the  Commonwealth  of  Pennsylvania,  as the Board of Directors may from time to
time determine.

           Section 1.02 An annual meeting of shareholders  shall be held in each
calendar year at such time and place as the Board of Directors shall  determine.
If the annual  meeting shall not be called and held during such  calendar  year,
any shareholder may call such meeting at any time thereafter.

           Section 1.03 At each such annual meeting, the class of Directors then
being elected shall be elected to hold office for a term of three (3) years, and
until their successors  shall have been elected and qualified.  All elections of
Directors  shall be conducted  by three (3) Judges of Election,  who need not be
shareholders,  appointed by the Board of Directors.  If any such  appointees are
not  present,  the  vacancy  shall be filled  by the  presiding  officer  of the
meeting. The President of the Company shall preside and the Secretary shall take
the  minutes  at  all  meetings  of the  shareholders.  In  the  absence  of the
President, the Chairman of the Executive Committee shall preside. In the absence
of both, the presiding officer shall be designated by the Board of Directors or,
if not so designated,  by the shareholders of the Company,  and if the Secretary
is unable to do so, the presiding officer shall designate any person to take the
minutes of the meeting.

           Section 1.04 The presence, in person or by proxy, of the holders of a
majority  of the voting  power of all  shareholders  shall  constitute  a quorum
except as otherwise  provided by law or by the Restated Articles of the Company.
If a meeting is not organized because a quorum is not present,  the shareholders
present may  adjourn  the meeting to such time and place as they may  determine,
except that any meeting at which  Directors are to be elected shall be adjourned
only from day to day, or for such longer periods not exceeding fifteen (15) days
each, as may be directed by a majority of the voting stock present.

           Section  1.05  Shareholders  entitled to vote on any matter  shall be
entitled  to one (1) vote for each  share of  capital  stock  standing  in their
respective names upon the books of the Company to be voted by the shareholder in
person or by his or her duly authorized proxy or attorney. The validity of every
unrevoked  proxy shall cease eleven (11) months after the date of its  execution
unless  some other  definite  period of  validity  shall be  expressly  provided
therein,  but in no event shall a proxy,  unless  coupled with an  interest,  be
voted on after  three (3) years from the date of its  execution.  All  questions
shall  be  decided  by the  vote of  shareholders  entitled  to cast at  least a
majority  of the votes  which all  shareholders  present  and voting  (excluding
abstentions)  are  entitled to cast on the matter,  unless  otherwise  expressly
provided by law or by the Restated Articles of the Company.

           Section 1.06 Special  meetings of  shareholders  may be called by the
Board of Directors,  by the President,  or by the holders of at least  one-fifth
(1/5) of all the shares outstanding and entitled to vote thereat.

           Section 1.07 Notice of the annual meeting and of all special meetings
of shareholders shall be given by sending a written or printed notice thereof by
mail,  specifying the place,  day, and hour of the meeting and, in the case of a
special  meeting of  shareholders,  the  general  nature of the  business  to be
transacted,  to each  shareholder  at the address  appearing on the books of the
Company,  or the  address  supplied by such  shareholder  to the Company for the
purpose of notice,  at least five (5) days before the day named for the meeting,
unless such shareholders shall waive notice or be in attendance at the meeting.


                                   ARTICLE II

                               GENERAL PROVISIONS

           Section 2.01 The principal office of the Company shall be in the City
of Pittsburgh,  Pennsylvania, and shall be kept open during business hours every
day except Saturdays,  Sundays, and legal holidays,  unless otherwise ordered by
the Board of Directors or the President.

           Section  2.02 The  Company  shall have a  corporate  seal which shall
contain  within  a circle  the  following  words:  "Equitable  Resources,  Inc.,
Pittsburgh, Pennsylvania" and in an inner circle the words "Corporate Seal."

           Section 2.03 The fiscal year of the Company  shall begin with January
1 and end with December 31 of the same calendar year.

           Section 2.04 The Board of Directors  shall fix a time,  not more than
seventy (70) days prior to the date of any meeting of shareholders,  or the date
fixed for the  payment  of any  dividend  or  distribution,  or the date for any
allotment of rights,  or the date when any change or  conversion  or exchange of
shares will be made or go into effect, as a record date for the determination of
the  shareholders  entitled  to notice of, or to vote at, any such  meeting,  or
entitled to receive payment of any such dividend or distribution,  or to receive
any such  allotment of rights,  or to exercise the rights in respect of any such
change, conversion, or exchange of shares.


                                   ARTICLE III

                               BOARD OF DIRECTORS

           Section 3.01 Regular meetings of the Board of Directors shall be held
at least six (6) times  each  year,  immediately  after the  annual  meeting  of
shareholders  and at such other times and places as the Board of Directors shall
from time to time designate by resolution of the Board. Notice need not be given
of  regular  meetings  of the  Board  held at the  times  and  places  fixed  by
resolution of the Board.

           If the Board shall fail to designate  the specific  time and place of
any regular  meeting,  such regular meeting shall be held at such time and place
as designated by the President and, in such case,  oral,  telegraphic or written
notice shall be duly served or sent or mailed by the  Secretary to each Director
not less than five (5) days before the meeting.

           Section 3.02  Special  meetings may be held at any time upon the call
of the President,  or the Chairman of the Executive  Committee in the absence of
the  President,  at such  time and  place as he may  deem  necessary,  or by the
Secretary  at the  request  of any  two  (2)  members  of the  Board,  by  oral,
telegraphic or written notice duly served or sent or mailed to each Director not
less than twenty-four (24) hours before the meeting.

           Section  3.03 Fifty  percent  (50%) of the  Directors  at the time in
office shall  constitute a quorum for the transaction of business.  Vacancies in
the Board of Directors,  including  vacancies  resulting from an increase in the
number of  Directors,  shall be filled only by a majority  vote of the remaining
Directors  then in office,  though  less than a quorum,  except  that  vacancies
resulting from removal from office by a vote of the  shareholders  may be filled
by the  shareholders  at the same  meeting at which  such  removal  occurs.  All
Directors elected to fill vacancies shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to which they have
been elected expires.

           Section 3.04 One (1) or more  Directors may  participate in a meeting
of the Board or of a committee of the Board by means of conference  telephone or
similar communications  equipment by means of which all persons participating in
the meeting can hear each other,  and all  Directors so  participating  shall be
deemed present at the meeting.

           Section  3.05 The full Board of Directors  shall  consist of not less
than five (5) nor more than twelve (12)  persons,  the exact  number to be fixed
from time to time by the Board of Directors  pursuant to a resolution adopted by
a majority vote of the Directors then in office.

           Section 3.06 The Board of Directors  may elect one (1) of its members
(who shall not be an officer of the Company  during his tenure) as its Chairman,
if the By-Laws of the Company do not then provide for the election of a Chairman
of the Board who shall be the Chief Executive Officer of the Company. A Chairman
so elected shall confer with the President as to the content of agendas for such
meetings  and shall  consult  with the  President  as to  matters  affecting  or
relating to the Board of  Directors.  The Chairman so elected  shall serve until
the  first  meeting  of the  Board  following  the next  annual  meeting  of the
shareholders.  The Board  shall also fix the annual rate of  compensation  to be
paid to the Chairman in addition to compensation paid to all non-officer members
of the Board.  The Chairman,  or in the absence of the Chairman,  the President,
shall preside at all meetings of the Board,  preserve order, and regulate debate
according to the usual  parliamentary  rules.  In the absence of the Chairman or
the President, a Chairman pro tem may be appointed by the Board.

           Section 3.07 Only persons who are  nominated in  accordance  with the
following procedures shall be eligible for election as directors. Nomination for
election to the Board of Directors  of the Company at a meeting of  shareholders
may be made by the  Board of  Directors  or by any  shareholder  of the  Company
entitled to vote for the election of directors at such meeting who complies with
the notice procedures set forth in this Section 3.07. Such  nomi-nations,  other
than  those  made by or on behalf of the  Board of  Directors,  shall be made by
notice in writing delivered or mailed by first class United States mail, postage
prepaid,  to the Secretary,  and received not less than 60 days nor more than 90
days prior to such meeting; provided, however, that if less than 70 days' notice
or prior public  disclosure of the date of the meeting is given to shareholders,
such  nomination  shall have been mailed or delivered to the Secretary not later
than the close of business on the 10th day following the day on which the notice
of the meeting was mailed or such public  disclosure was made,  whichever occurs
first. Such notice shall set forth (a) as to each proposed nominee (i) the name,
age,  business  address and, if known,  residence  address of each such nominee,
(ii) the principal  occupation  or  employment  of each such nominee,  (iii) the
number of shares of stock of the Company  which are  beneficially  owned by each
such nominee, and (iv) any other information concerning the nominee that must be
disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including such person's written
consent to be named as a nominee and to serve as a director if elected); and (b)
as to the shareholder giving the notice (i) the name and address, as they appear
on the Company's  books,  of such  shareholder  and (ii) the class and number of
shares of the Company  which are  beneficially  owned by such  shareholder.  The
Company may require any proposed  nominee to furnish such other  information  as
may  reasonably be required by the Company to determine the  eligibility of such
proposed nominee to serve as a director of the Company.

           The Chairman of the meeting may, if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing procedure,  and if he should so determine,  he shall so declare to the
meeting and the defective nomination shall be disregarded.

           Section 3.08 No Director of this Company  shall be permitted to serve
in that  capacity  after the date of the  annual  meeting of  shareholders  next
following  his  or her  seventy-fourth  (74th)  birthday.  No  person  who is an
employee or officer of the Company, except the Chief Executive Officer, shall be
eligible to serve as a Director of the Company  after he or she has retried from
service as an employee or officer.

           Section  3.09 No Director  shall be  personally  liable for  monetary
damages as such (except to the extent otherwise  provided by law) for any action
taken,  or any failure to take any action,  unless such Director has breached or
failed to perform the duties of his or her office  under  Title 42,  Chapter 83,
Subchapter F of the Pennsylvania Consolidated Statutes (or any successor statute
relating to  Directors'  standard  of care and  justifiable  reliance);  and the
breach or failure to perform  constitutes  self-dealing,  willful  misconduct or
recklessness.

           If the Pennsylvania  Consolidated  Statutes are amended after May 22,
1987, the date this section received shareholder  approval, to further eliminate
or limit the  personal  liability  of  Directors,  then a Director  shall not be
liable,  in  addition to the  circumstances  set forth in this  section,  to the
fullest  extent  permitted  by the  Pennsylvania  Consolidated  Statutes,  as so
amended.

           The  provisions  of this section shall not apply to any actions filed
prior to January 27,  1987,  nor to any breach of  performance  of duty,  or any
failure of performance of duty, by any Director  occurring  prior to January 27,
1987.


                                   ARTICLE IV

                     INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section  4.01  Directors,  officers,  agents,  and  employees  of the
Company shall be indemnified as of right to the fullest extent not prohibited by
law in connection  with any actual or  threatened  action,  suit or  proceeding,
civil, criminal,  administrative,  investigative or other (whether brought by or
in the right of the Company or  otherwise)  arising out of their  service to the
Company or to another enterprise at the request of the Company.  The Company may
purchase  and  maintain  insurance  to  protect  itself  and any such  Director,
officer,  agent or employee against any liability  asserted against and incurred
by him or her in respect of such service,  whether or not the Company would have
the power to  indemnify  him or her against  such  liability by law or under the
provisions of this section.  The  provisions of this section shall be applicable
to persons who have ceased to be Directors,  officers, agents, and employees and
shall  inure to the  benefit  of the heirs,  executors,  and  administrators  of
persons entitled to indemnity hereunder.

           Indemnification under this section shall include the right to be paid
expenses  incurred in advance of the final  disposition  of any action,  suit or
proceeding for which indemnification is provided, upon receipt of an undertaking
by or on behalf of the indemnified  person to repay such amount if it ultimately
shall be  determined  that he or she is not  entitled to be  indemnified  by the
Company.  The  indemnification  rights  granted  herein are not  intended  to be
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled  and the  Company  may  enter  into  contractual  agreements  with  any
Director,   officer,   agent  or  employee  to  provide  such   individual  with
indemnification  rights  as set forth in such  agreement  or  agreements,  which
rights shall be in addition to the rights set forth in this section.

           The provisions of this section shall be applicable to actions,  suits
or proceedings commenced after the adoption hereof, whether arising from acts or
omissions occurring before or after the adoption hereof.


                                    ARTICLE V

                               STANDING COMMITTEES

           Section 5.01 The Board of Directors  shall have  authority to appoint
an Executive Committee, a Finance Committee, an Audit Committee,  and such other
committees as it deems advisable,  each to consist of two (2) or more Directors,
and from time to time to define the duties and fix the number of members of each
committee.  In the  absence  or  disqualification  of  any  member  of any  such
committee,  the  member  or  members  thereof  present  at any  meeting  and not
disqualified from voting,  whether or not constituting a quorum, may unanimously
appoint another  Director or Directors to act at the meeting in the place of any
such absent or disqualified member or members.


                                   ARTICLE VI

                                    OFFICERS


           Section 6.01 The officers of the Company shall be chosen by the Board
of Directors and shall be a President, a Secretary,  and a Treasurer.  The Board
of Directors  may also choose such Vice  Presidents,  including  one (1) or more
Executive  Vice  Presidents  and  Senior  Vice  Presidents,  and one (1) or more
Assistant Secretaries and Assistant Treasurers as it may determine.

           Section 6.02 The Board of Directors  shall,  at the first  meeting of
the Board after its election,  elect the principal officers of the Company,  and
may elect additional  officers at that or any subsequent  meeting.  All officers
elected by the Board of  Directors  shall  hold  office at the  pleasure  of the
Board.

           Section 6.03 At the discretion of the Board of Directors, any two (2)
of the offices  mentioned  in Section 6.01 hereof may be held by the same person
except the offices of President and Secretary.

           Section 6.04 The salaries of all officers of the Company,  other than
Assistant Secretaries and Assistant  Treasurers,  shall be fixed by the Board of
Directors.

           Section 6.05 The officers of the Company  shall hold office until the
next  annual  meeting  of the Board and until  their  successors  are chosen and
qualify in their  stead or until  their  earlier  resignation  or  removal.  Any
officer  or agent may be  removed  by the  Board of  Directors  whenever  in its
judgment the best interests of the Company will be served thereby. Such removal,
however,  shall be without  prejudice  to the  contract  rights of the person so
removed. If the office of any officer becomes vacant for any reason, the vacancy
may be filled by the Board of Directors.


                                    PRESIDENT

           Section 6.06 The President  shall be the Chief  Executive  Officer of
the  Company;  shall  preside at all  meetings  of the  shareholders  and at all
meetings of the Board of Directors;  shall have general and active management of
the business of the Company;  and shall see that all orders and  resolutions  of
the Board of  Directors  are carried  into  effect.  In addition to any specific
powers conferred upon the President by these By-Laws, he shall have and exercise
such  further  powers and duties as from time to time may be  conferred  upon or
assigned to him by the Board of Directors.


                                    SECRETARY

           Section  6.07  The  Secretary   shall  attend  all  meetings  of  the
shareholders  and Board of Directors;  shall record all votes and the minutes of
all  proceedings  in a book to be kept for that purpose;  and shall perform like
duties for all  committees  of the Board,  if so  designated  by the Board.  The
Secretary shall keep in safe custody the seal of the Company and when authorized
by the Board of  Directors,  affix  the seal of the  Company  to any  instrument
requiring it and, when so affixed,  it shall be attested by the signature of the
Secretary or by the  signature of the Treasurer or an Assistant  Secretary.  The
Secretary  shall have custody of all  contracts,  leases,  assignments,  and all
other valuable  instruments unless the Board of Directors or the President shall
otherwise direct. The Secretary shall give, or cause to be given,  notice of all
annual meetings of the  shareholders  and any other meetings of the shareholders
and, when  required,  notice of the meetings of the Board of Directors;  and, in
general,  shall  perform all duties  incident to the office of a secretary  of a
corporation,  and  such  other  duties  as may be  prescribed  by the  Board  of
Directors or the President.

           Section  6.08  The  Board  of  Directors  may  elect  one (1) or more
Assistant Secretaries who shall perform the duties of the Secretary in the event
of the Secretary's  absence or inability to act, as well as such other duties as
the Board of Directors,  the  President,  or the Secretary may from time to time
designate.


                                    TREASURER

           Section  6.09 The  Treasurer  shall  have  charge of all  moneys  and
securities  belonging to the Company subject to the direction and control of the
Board of  Directors.  The  Treasurer  shall  deposit all moneys  received by the
Company in the name and to the credit of the Company in such bank or other place
or places of deposit as the Board of  Directors  shall  designate;  and for that
purpose the Treasurer  shall have power to endorse for collection or payment all
checks or other negotiable instruments drawn payable to the Treasurer's order or
to the order of the  Company.  The  Treasurer  shall  disburse the moneys of the
Company  upon  properly  drawn  checks  which  shall bear the  signature  of the
Treasurer  or of  any  Assistant  Treasurer  or of the  Cashier  (who  shall  be
appointed by the Assistant  Treasurer with the approval of the  Treasurer).  All
checks shall be covered by vouchers  which shall be certified by the  Controller
or the Auditor of  Disbursements  or such other  employee of the Company  (other
than the Cashier) as may be designated by the Treasurer  from time to time.  The
Treasurer may create,  from time to time,  such special imprest funds as may, in
the  Treasurer's  discretion,  be deemed  advisable and necessary,  and may open
accounts  with  such bank or banks as may be deemed  advisable  for the  deposit
therein of such special imprest funds, and may authorize disbursements therefrom
by checks drawn against such accounts by the Treasurer, any Assistant Treasurer,
or such other employee of the Company as may be designated by the Treasurer from
time to time.  The Treasurer  shall perform such other duties as may be assigned
from  time to  time by the  Board  of  Directors,  the  President  or the  Chief
Financial Officer.

           Section  6.10 No notes or similar  obligations  shall be made  except
jointly by the President or the Chief Financial  Officer and the Treasurer or an
Assistant Treasurer, except as otherwise authorized by the Board of Directors.

           Section  6.11  The  Board  of  Directors  may  elect  one (1) or more
Assistant  Treasurers who shall perform the duties of the Treasurer in the event
of the Treasurer's  absence or inability to act, as well as such other duties as
the Board of  Directors,  the  President,  the Chief  Financial  Officer  or the
Treasurer may from time to time designate.


                                 VICE PRESIDENTS

           Section  6.12 Vice  Presidents  shall  perform  such duties as may be
assigned to them from time to time by the Board of Directors or the President as
their positions are  established or changed.  During the absence or inability of
the President to serve,  an Executive Vice President or Senior Vice President so
designated  by the Board of Directors  shall have all the powers and perform the
duties of the President.


                                     GENERAL

           Section  6.13  Fidelity  bond  coverage  shall  be  obtained  on such
officers and  employees of the Company,  and of such type and in such amounts as
may,  in the  discretion  of the  Board  of  Directors,  be  deemed  proper  and
advisable.


                                   ARTICLE VII

                              CERTIFICATES OF STOCK

           Section 7.01 The shares of the capital  stock of the Company shall be
represented  by  certificates  of  stock  signed  by  the  President  or a  Vice
President,  and countersigned by the Secretary or an Assistant  Secretary or the
Treasurer or an Assistant  Treasurer,  and sealed with the corporate seal of the
Company.  Said certificates  shall be in such form as the Board of Directors may
from  time to time  prescribe.  The  Board of  Directors  may from  time to time
appoint  an  incorporated  company or  companies  to act as  Transfer  Agent and
Registrar  of the  stock  certificates  of the  Company,  and in the case of the
appointment of such Transfer  Agent,  the officers of the Company shall sign and
seal stock  certificates  in blank and place them with the transfer books in the
custody and control of such Transfer Agent.  If any stock  certificate is signed
by a Transfer  Agent or  Registrar,  the  signature  of any such officer and the
corporate  seal  upon any  such  certificate  may be a  facsimile,  engraved  or
printed.

           Section  7.02 New  certificates  for shares of stock may be issued to
replace  certificates lost,  stolen,  destroyed or mutilated upon such terms and
conditions as the Board may from time to time determine.


                                  ARTICLE VIII

                                   AMENDMENTS

           Section 8.01 (a) The Board of Directors may make,  amend,  and repeal
the By-Laws with respect to those  matters  which are not, by statute,  reserved
exclusively to the shareholders, subject always to the power of the shareholders
to change  such  action as provided  herein.  No By-Law may be made,  amended or
repealed by the  shareholders  unless such action is approved by the affirmative
vote of the holders of not less than eighty percent (80%) of the voting power of
the then outstanding  shares of capital stock of the Company entitled to vote in
an annual election of Directors,  voting together as a single class, unless such
action has been  previously  approved by a two-thirds vote of the whole Board of
Directors,  in which event (unless otherwise  expressly provided in the Articles
or the  By-Laws) the  affirmative  vote of not less than a majority of the votes
which all shareholders are entitled to cast thereupon shall be required.

           (b) Unless otherwise  provided by a By-Law,  by the Restated Articles
or by law, any By-Law may be amended,  altered or repealed,  and new By-Laws may
be  adopted,  by vote of a majority of the  Directors  present at any regular or
special meeting duly convened, but only if notice of the specific sections to be
amended,  altered,  repealed or added is  included in the notice of meeting.  No
provision  of the  By-Laws  shall vest any  property  or  contract  right in any
shareholder.


                                   ARTICLE IX

                          PENNSYLVANIA CORPORATION LAW

           Section 9.01 Subchapter G--Control Share Acquisitions--and Subchapter
H--Disgorgement  by  Certain  Controlling  Shareholders  Following  Attempts  to
Acquire  Control--of  Title 15,  Chapter  25, of the  Pennsylvania  Consolidated
Statutes, shall not be applicable to the Company.













(Amended through March 21, 1996)



