
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 -------------

                                    FORM 10-Q

(Mark One)

             [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                                       or

            [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE TRANSITION PERIOD FROM _______ TO _______

                          COMMISSION FILE NUMBER 1-3551


                            EQUITABLE RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


          PENNSYLVANIA                                     25-0464690
(State of incorporation or organization)       (IRS Employer Identification No.)


         420 BOULEVARD OF THE ALLIES, PITTSBURGH, PENNSYLVANIA  15219
         (Address of principal executive offices, including zip code)

      Registrant's telephone number, including area code: (412) 261-3000
                                 ------------

                                      NONE
             (Former name, former address and former fiscal year, if
                           changed since last report)
                                 ------------

Indicate  by check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934  during the  preceding  12 months (or for such  shorter  period  that the
registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 days.  Yes      X      No

Indicate the number of shares  outstanding of each of issuer's classes of common
stock, as of the close of the period covered by this report.

                                                         Outstanding at
             Class                                       March 31, 1996

  Common stock, no par value                             35,101,171 shares

<PAGE>

                  EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                                      Index


                                                                   Page No.

PART I.  FINANCIAL STATEMENTS:

   Statements of Consolidated Income for the Three
      Months Ended March 31, 1996 and 1995,
      and the Twelve Months Ended March 31,
      1996 and 1995                                                    1

   Statements of Consolidated Cash Flows
      for the Three Months Ended March 31, 1996
      and 1995, and the Twelve Months Ended
      March 31, 1996 and 1995                                          2

   Consolidated Balance Sheets, March 31, 1996
      and 1995 and December 31, 1995                                 3 - 4

   Long-Term Debt, March 31, 1996 and 1995                             5

   Notes to Consolidated Financial Statements                          6

   Gas Produced, Purchased and Sold                                 7 - 10

   Information by Business Segment                                    11

   Management's Discussion and Analysis of
      Financial Condition and Results of Operations                 12 - 18

PART II.  OTHER INFORMATION                                           19

SIGNATURE                                                             20

<PAGE>
<TABLE>
<CAPTION>

                   EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                        Statements of Consolidated Income
                      (Thousands Except Per Share Amounts)


                                              Three Months Ended                 Twelve Months Ended
                                                   March 31,                          March 31,

                                           1996              1995              1996              1995

<S>                                     <C>               <C>               <C>               <C>

Operating Revenues.................     $   640,278       $   404,691       $ 1,661,577       $ 1,362,433
Cost of Energy Purchased...........         475,471           258,557         1,128,272           903,816
                                        -----------       -----------       -----------       -----------

   Net operating revenues..........         164,807           146,134           533,305           458,617
                                        -----------       -----------       -----------       -----------

Operating Expenses:
   Operation.......................          52,661            48,314           202,848           190,225
   Maintenance.....................           5,908             6,978            25,565            31,587
   Depreciation and depletion......          21,582            28,625            97,582            99,078
   Impairment of assets............               -                 -           121,081                 -
   Taxes other than income.........          15,253            13,905            43,186            40,146
                                        -----------       -----------       -----------       -----------

     Total operating expenses......          95,404            97,822           490,262           361,036
                                        -----------       -----------       -----------       -----------

Operating Income...................          69,403            48,312            43,043            97,581

Other Income........................          2,169              (611)            3,167             2,220
Interest Charges...................          10,474            12,866            47,706            46,773
                                        -----------       -----------       -----------       -----------

Income (Loss) Before Income Taxes..          61,098            34,835            (1,496)           53,028

Income Taxes (Benefits)............          22,372             7,081           (14,015)              904
                                        -----------       -----------       -----------       -----------

Net Income.........................     $    38,726       $    27,754       $    12,519       $    52,124
                                        ===========       ===========       ===========       ===========


Average Common
   Shares Outstanding..............          35,035            34,635            34,892            34,554
                                        ===========       ===========       ===========       ===========

Earnings Per Share of
   Common Stock....................     $      1.11       $       .80       $       .36       $      1.51
                                        ===========       ===========       ===========       ===========

Dividends Per Share of
   Common Stock....................     $       .59       $       .59       $      1.18       $      1.17
                                        ===========       ===========       ===========       ===========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                   EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                      Statements of Consolidated Cash Flows
                                   (Thousands)


                                                      Three Months Ended               Twelve Months Ended
                                                           March 31,                        March 31,

                                                   1996              1995             1996            1995

<S>                                            <C>             <C>               <C>              <C>

Cash Flows from Operating Activities:
   Net income...............................   $    38,726     $      27,754     $    12,519      $   52,124
                                               -----------     -------------     -----------      ----------

   Adjustments  to  reconcile  net  income
   to net cash  provided  by  operating
   activities:
      Impairment of assets..................             -                 -         121,081               -
      Depreciation and depletion............        21,582            28,625          97,582          99,078
      Deferred income taxes (benefits)......        12,824            (9,616)        (51,908)        (15,499)
      Other - net...........................         2,754             2,543            (556)          1,029
      Changes in other assets and liabilities:
        Accounts receivable and unbilled revenues  (89,321)          (20,161)       (143,435)         43,375
        Gas stored underground..............         9,758            11,412           3,525          (2,278)
        Material and supplies...............         2,068             2,774            (552)          2,397
        Deferred purchased gas cost.........        (8,583)           25,695         (19,548)         10,022
        Prepaid expenses and other..........          (341)           (2,657)         (6,438)         (8,026)
        Regulatory assets...................           365                21           2,154             (88)
        Accounts payable....................        68,853           (10,397)        138,041         (52,030)
        Accrued taxes.......................         8,347            (3,684)         10,550         (16,657)
        Refunds due customers...............           672             2,792          (8,372)          8,932
        Customer credit balances............        (8,716)           (9,198)           (186)          1,211
        Deferred revenue....................        (5,426)                -         124,448               -
        Other - net.........................        14,234            15,542           7,247          18,496
                                               -----------     -------------     -----------      ----------

        Total adjustments...................        29,070            33,691         273,633          89,962
                                               -----------     -------------     -----------      ----------
          Net cash provided by operating
            activities......................        67,796            61,445         286,152         142,086
                                               -----------     -------------     -----------      ----------

Cash Flows from Investing Activities:
   Capital expenditures.....................       (18,831)          (30,724)       (106,219)       (152,362)
   Proceeds from sale of property...........           425               647          24,388           1,611
                                               -----------     -------------     -----------      ----------
          Net cash used in investing
          activities                               (18,406)          (30,077)        (81,831)       (150,751)
                                               -----------     -------------     -----------      ----------


Cash Flows from Financing Activities:
   Issuance of common stock.................           543               658           2,641           1,970
   Purchase of treasury stock...............             -               (69)           (171)           (464)
   Dividends paid...........................       (20,702)          (10,224)        (51,575)        (40,083)
   Proceeds from issuance of long-term debt.             -                 -          17,836            (102)
   Repayments and retirements of long-term debt          -                 -         (24,500)              -
   Increase (decrease) in short-term loans..        (3,654)          (28,441)       (109,513)         55,659
                                               -----------     -------------     ------------     ----------
          Net cash provided (used) by
            financing activities............       (23,813)          (38,076)       (165,282)         16,980
                                               -----------     -------------     -----------      ----------

Increase (decrease) in cash and
cash equivalents                                    25,577            (6,708)         39,039           8,315

Cash and cash equivalents at
beginning of period                                 30,169            23,415          16,707           8,392
                                               -----------     -------------     -----------      ----------

Cash and cash equivalents at end of period..   $    55,746     $      16,707     $    55,746      $   16,707
                                               ===========     =============     ===========      ==========

Cash paid during the period for:
   Interest (net of amount capitalized).....   $    11,688     $      13,418     $    44,629      $   41,737
                                               ===========     =============     ===========      ==========

   Income taxes.............................   $       606     $        (465)    $    42,343      $   14,914
                                               ===========     =============     ===========      ==========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                   EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                   (Thousands)


                                                                         March 31,              December 31,
                                                                     1996          1995             1995

                         ASSETS
<S>                                                           <C>             <C>             <C>

Current Assets:
   Cash and cash equivalents...............................   $      55,746   $     16,707    $      30,169
   Accounts receivable (less accumulated
     provision for doubtful accounts:
     March 31, 1996 $13,075; 1995 $13,224;
     December 31, 1995, $10,539)...........................         336,771        199,845          240,846
   Unbilled revenues ......................................          22,612         15,954           31,752
   Gas stored underground - current inventory .............             164          3,689            9,922
   Material and supplies ..................................          10,509         10,102           12,577
   Deferred purchased gas cost ............................          18,743           (805)          10,160
   Prepaid expenses and other .............................          42,664         36,226           42,323
                                                              -------------   ------------    -------------

        Total current assets...............................         487,209        281,718          377,749
                                                              -------------   ------------    -------------

Property, Plant and Equipment:
   Exploration and production (successful efforts method)..         875,867        998,625          869,329
   Energy marketing........................................         301,258        312,919          295,061
   Natural gas distribution................................         570,669        561,455          568,272
   Natural gas transmission................................         386,666        389,177          388,986
                                                              -------------   ------------    -------------

        Total property, plant and equipment................       2,134,460      2,262,176        2,121,648

     Less accumulated depreciation and depletion ..........         682,507        666,217          664,065
                                                              -------------   ------------    -------------

        Net property, plant and equipment..................       1,451,953      1,595,959        1,457,583
                                                              -------------   ------------    -------------

Other Assets:
   Regulatory assets ......................................          84,876         88,366           85,241
   Other...................................................          49,567         26,722           41,235
                                                              -------------   ------------    -------------

     Total other assets ...................................         134,443        115,088          126,476
                                                              -------------   ------------    -------------

        Total..............................................   $   2,073,605   $  1,992,765    $   1,961,808
                                                              =============   ============    =============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                   EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                   (Thousands)

                                                                        March 31,             December 31,
                                                                   1996           1995             1995

             CAPITALIZATION AND LIABILITIES

<S>                                                       <C>              <C>             <C>
Current Liabilities:
   Long-term debt payable within one year.............    $            -   $       24,500  $             -
   Short-term loans...................................           131,346          240,859          135,000
   Accounts payable...................................           251,038          112,997          182,185
   Accrued taxes......................................            26,454           15,904           18,107
   Accrued interest...................................            12,639           11,421           14,842
   Refunds due customers..............................            16,675           25,047           16,003
   Dividends payable..................................            10,352           10,231                -
   Customer credit balances...........................             1,043            1,229            9,759
   Other..............................................            26,520              197           13,383
                                                          --------------   --------------  ---------------

        Total current liabilities.....................           476,067          442,385          389,279
                                                          --------------   --------------  ---------------

Long--Term Debt .......................................          415,692          397,026          415,527
                                                          --------------   --------------  ---------------

Deferred and Other Credits:
   Deferred income taxes..............................           277,377          344,875          265,737
   Deferred investment tax credits....................            20,716           21,816           20,991
   Deferred revenue...................................           124,448                -          129,874
   Other..............................................            23,605           27,318           25,321
                                                          --------------   --------------  ---------------

        Total deferred and other credits..............           446,146          394,009          441,923
                                                          --------------   --------------  ---------------

Capitalization:
   Common stockholders' equity:
     Common stock, no par value,  authorized 80,000
        shares;  shares issued March
        31, 1996, 35,440; March 31, 1995, 35,329;
        December 31, 1995, 35,414.....................           224,500          227,086          223,854
     Retained earnings ...............................           520,060          548,775          502,036
     Treasury stock, shares at cost March 31, 1996,
        339; March 31, 1995, 634;
        December 31, 1995, 407........................            (7,722)         (15,002)          (9,673)
     Foreign currency translation.....................            (1,138)          (1,514)          (1,138)
                                                          --------------   --------------  ---------------

        Total common stockholders' equity.............           735,700          759,345          715,079
                                                          --------------   --------------  ---------------

            Total.....................................    $    2,073,605   $    1,992,765  $     1,961,808
                                                          ==============   ==============  ===============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                   EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                                 Long-Term Debt
                                   (Thousands)

                                                                    Annual                 Maturities
                                                                Debt Maturities          After One Year
                                                                   March 31,                March 31,
                                                              1996          1995       1996         1995

<S>                                                         <C>        <C>        <C>           <C>

8 1/4% Debentures, due July 1, 1996 (a)...............      $          $          $   75,000    $   75,000
7 1/2% Debentures, due July 1, 1999
    ($75,000 principal amount net of
    unamortized original issue discount) (b)..........                                71,540        70,675
9 1/2% Convertible subordinated
    debentures, due January 15, 2006..................                                   652           851
9.9% Debentures, due April 15, 2013 (c)...............                                75,000        75,000
Medium-Term Notes:
    7.2% to 9.0% Series A, due 1998 thru 2021.........                               100,000       100,000
    5.1% to 7.6% Series B, due 2003 thru 2023.........                   24,500       75,500        75,500
    6.8% to 7.6% Series C, due 2007 thru 2018.........                                18,000
                                                            --------   --------   ----------    ----------

       Total..........................................      $      -   $ 24,500   $  415,692    $  397,026
                                                            ========   ========   ==========    ==========

<FN>

(a)   8 1/4% Debentures will be retired with proceeds from issuance of
      new long-term debt.

(b)   Not redeemable prior to maturity.

(c)   Annual sinking fund payments of $3,750,000 are required beginning in 1999.
</FN>
</TABLE>

<PAGE>

                  Equitable Resources, Inc. and Subsidiaries
                  Notes to Consolidated Financial Statements


A.  The accompanying  financial  statements should be read in conjunction with
    the Company's 1995 Annual Report on Form 10-K.

B.  In the  opinion of the  Company,  the  accompanying  unaudited  consolidated
    financial statements contain all adjustments necessary to present fairly the
    financial  position  as of  March  31,  1996 and  1995  and the  results  of
    operations for the three and twelve months then ended and cash flows for the
    three and twelve months then ended.  All of the  adjustments are of a normal
    recurring nature.

C.  The results of operations for the  three-month  periods ended March 31, 1996
    and 1995 are not  indicative  of  results  for a full  year  because  of the
    seasonal nature of the Company's operations.

D.  At March 31,  1996,  2,591,000  shares of Common  Stock were  reserved  as
    follows:   59,000  shares  for  conversion  of  the  9  1/2%   Convertible
    Subordinated  Debentures,  601,000  shares  for  issuance  under  the  Key
    Employee  Restricted Stock Option and Stock Appreciation  Rights Incentive
    Compensation  Plan,  1,726,000  shares for  issuance  under the  Long-Term
    Incentive  Plan,   76,000  shares  for  issuance  under  the  Non-Employee
    Directors'  Stock  Incentive  Plan,  and 129,000 shares for issuance under
    the Company's Dividend Reinvestment and Stock Purchase Plan.

E.  The Company  filed a shelf  registration  with the  Securities  and Exchange
    Commission in June 1994 to issue $100 million of Medium-Term Notes--Series C
    to be used to retire  short-term loans. As of March 31, 1996, $18 million of
    Medium-Term Notes--Series C have been issued.

F.  Effective  March  29,1996,  the Company  acquired  all of the  outstanding
    stock of Conogen,  Inc.  (Conogen) in exchange  for 239,316  shares of the
    Company's  common stock valued at $7 million and subject to an  additional
    contingent  amount  to be  paid  by  January  1998  based  upon  Conogen's
    financial  performance.  At the  time of  closing,  the  Company  tendered
    68,376 shares of common stock held in treasury  with 170,940  shares to be
    tendered   in  July  1996.   The  effect  of  this   acquisition   on  the
    consolidated   financial  statements  of  the  Company  is  not  material.
    Conogen is a  design-builder  and  performance  contractor in  self-funded
    energy and resource  efficiency  projects for  commercial,  industrial and
    institutional customers.

<PAGE>
<TABLE>
<CAPTION>

                                                                            THREE MONTHS ENDED MARCH 31, 1996

                                                  Exploration        Energy    Natural Gas  Natural Gas   Intersegment
                                                  and Production   Marketing  Distribution  Transmission  Eliminations  Consolidated

<S>                                                   <C>          <C>           <C>         <C>            <C>             <C>

Gas Produced, Purchased and Sold (MMcf):
   Produced ....................................      16,378                         34          539                         16,951
                                                      ------       -------       ------      -------        -------         -------
   Purchased:
      Other producers...........................                   135,184       16,683        2,636                        154,503
      Inter-segment purchases ..................         591         9,899        5,400                     (15,890)
                                                      ------       -------       ------      -------        -------         -------
         Total purchases .......................         591       145,083       22,083        2,636        (15,890)        154,503
                                                      ------       -------       ------      -------        -------         -------
           Total produced and purchased ........      16,969       145,083       22,117        3,175        (15,890)        171,454
   Deduct:
      Net increase (decrease) in gas in storage.                                 (5,299)                                     (5,299)
      Extracted natural gas liquids
         (equivalent gas volumes) ..............         430         1,305                                                    1,735
      System use and unaccounted for............         108           331        2,678           26                          3,143
                                                      ------       -------       ------      -------        -------         -------
           Total................................      16,431       143,447       24,738        3,149        (15,890)        171,875
                                                      ======       =======       ======      =======        =======         =======

Gas Sales (MMcf):
   Residential..................................                                 15,017                                      15,017
   Commercial...................................                                  6,332                                       6,332
   Industrial and Utility.......................                                  3,389                        (447)          2,942
   Production...................................      16,378                                                   (295)         16,083
   Marketing....................................          53       143,447                     3,149        (15,148)        131,501
                                                      ------       -------       ------      -------        -------         -------
           Total................................      16,431       143,447       24,738        3,149        (15,890)        171,875
                                                      ======       =======       ======      =======        =======         =======

Natural Gas Transported (MMcf)..................                    30,277        2,324       34,870        (32,267)         35,204
                                                                   =======       ======     ========        =======         =======

Oil Produced and Sold (thousands of bls)........         450                                                                    450
                                                      ======                                                                =======

Natural Gas Liquids Sold  (thousands of gallons)      12,407        39,072                                                   51,479
                                                      ======       =======                                                  =======


Average Selling Price:
    Residential Gas Sales (per Mcf).............                                 $8.075
    Commercial Gas Sales........................                                  6.431
    Industrial and Utility Gas Sales............                                  3.963
    Produced Natural Gas........................    $  2.342
    Marketed Natural Gas........................       3.415        $2.896                   $3.963
    Oil (per barrel)............................      16.927
    Natural Gas Liquids (per gallon)............        .354          .321

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                               THREE MONTHS ENDED MARCH 31, 1995


                                                  Exploration     Energy     Natural Gas    Natural Gas  Intersegment
                                                and Production   Marketing  Distribution   Transmission  Eliminations   Consolidated

<S>                                                   <C>         <C>         <C>            <C>           <C>             <C>

Gas Produced, Purchased and Sold (MMcf):
   Produced ....................................      17,262                      29              532                       17,823
                                                      ------      -------     ------         --------      -------         -------
   Purchased:
      Other producers...........................                  113,481     11,894            1,571                      126,946
      Inter-segment purchases ..................         958       10,744      5,030                       (16,732)
                                                      ------      -------     ------         --------      -------         -------
         Total purchases .......................         958      124,225     16,924            1,571      (16,732)        126,946
                                                      ------      -------     ------         --------      -------         -------
           Total produced and purchased ........      18,220      124,225     16,953            2,103      (16,732)        144,769
   Deduct:
      Net increase (decrease) in gas in storage.                              (5,117)            (171)                      (5,288)
      Extracted natural gas liquids
         (equivalent gas volumes)...............         467        1,593                                                    2,060
      System use and unaccounted for............         131          407      4,210              225                        4,973
                                                      ------      -------     ------         --------      -------         -------
           Total................................      17,622      122,225     17,860            2,049      (16,732)        143,024
                                                      ======      =======     ======         ========      =======         =======

Gas Sales (MMcf):
   Residential..................................                              13,414                                        13,414
   Commercial...................................                               1,778                                         1,778
   Industrial and Utility.......................                               2,668                1                        2,669
   Production...................................      17,262                                                  (228)         17,034
   Marketing....................................         360      122,225                       2,048      (16,504)        108,129
                                                      ------      -------     ------         --------      -------         -------
           Total................................      17,622      122,225     17,860            2,049      (16,732)        143,024
                                                      ======      =======     ======         ========      =======         =======

Natural Gas Transported (MMcf)..................                   26,593      6,309           30,429      (27,720)         35,611
                                                                  =======     ======         ========      =======         =======

Oil Produced and Sold (thousands of bls)........         511                                                                   511
                                                      ======                                                               =======

Natural Gas Liquids Sold  (thousands of gallons)      15,047       48,233                                                   63,280
                                                      ======      =======                                                  =======


Average Selling Price:
    Residential Gas Sales (per Mcf).............                              $9.155
    Commercial Gas Sales........................                               9.468
    Industrial and Utility Gas Sales............                               1.883
    Produced Natural Gas........................    $  1.612
    Marketed Natural Gas........................       1.347       $1.602                      $2.073
    Oil (per barrel)............................      16.256
    Natural Gas Liquids (per gallon)............        .349         .267

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                              TWELVE MONTHS ENDED MARCH 31, 1996

                                                  Exploration    Energy      Natural Gas   Natural Gas  Intersegment
                                                and Production  Marketing   Distribution  Transmission   Eliminations   Consolidated

<S>                                                   <C>        <C>          <C>             <C>          <C>             <C>

Gas Produced, Purchased and Sold (MMcf):
   Produced.....................................       64,100                     145           2,567                        66,812
                                                      -------    --------     -------         -------      --------        --------
   Purchased:
      Other producers...........................                  485,254      46,715           9,101                       541,070
      Inter-segment purchases...................        2,779      52,711      13,919               -       (69,409)
                                                      -------    --------     -------         -------      --------        --------
         Total purchases........................        2,779     537,965      60,634           9,101       (69,409)        541,070
                                                      -------    --------     -------         -------      --------        --------
           Total produced and purchased.........       66,879     537,965      60,779          11,668       (69,409)        607,882
   Deduct:
      Net increase (decrease) in gas in storage.                               (1,577)           (105)                       (1,682)
      Extracted natural gas liquids
         (equivalent gas volumes)...............        1,834       6,252                                                     8,086
      System use and unaccounted for............          534       1,574       3,499            (474)                        5,133
                                                      -------    --------     -------         -------      --------        --------
           Total................................       64,511     530,139      58,857          12,247       (69,409)        596,345
                                                      =======    ========     =======         =======      ========        ========

Gas Sales (MMcf):
   Residential..................................                               31,097                                        31,097
   Commercial...................................                                9,048                                         9,048
   Industrial and Utility.......................                               18,712              (1)      (10,796)          7,915
   Production...................................       64,100                                                  (532)         63,568
   Marketing....................................          411     530,139                      12,248       (58,081)        484,717
                                                      -------    --------     -------         -------      --------        --------
           Total................................       64,511     530,139      58,857          12,247       (69,409)        596,345
                                                      =======    ========     =======         =======      ========        ========

Natural Gas Transported (MMcf)..................                  126,089      12,118         123,531      (102,945)        158,793
                                                                 ========     =======         =======      ========        ========

Oil Produced and Sold (thousands of bls)........        1,871                                                                 1,871
                                                      =======                                                              ========

Natural Gas Liquids Sold  (thousands of gallons)       60,407     188,779                                                   249,186
                                                      =======    ========                                                  ========


Average Selling Price:
    Residential Gas Sales (per Mcf).............                               $8.532
    Commercial Gas Sales........................                                7.039
    Industrial and Utility Gas Sales............                                2.439
    Produced Natural Gas........................     $  1.773
    Marketed Natural Gas........................        2.063      $1.973                      $2.494
    Oil (per barrel)............................       16.602
    Natural Gas Liquids (per gallon)............         .327        .279


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                                              TWELVE MONTHS ENDED MARCH 31, 1995

                                                  Exploration    Energy     Natural Gas   Natural Gas   Intersegment
                                                and Production  Marketing  Distribution   Transmission  Eliminations    Consolidated

<S>                                                   <C>        <C>         <C>             <C>          <C>             <C>

Gas Produced, Purchased and Sold (MMcf):
   Produced.....................................       64,486                    157           1,995                        66,638
                                                      -------    --------    -------         -------      --------        --------
   Purchased:
      Other producers...........................                  422,557     44,933           6,144                       473,634
      Inter-segment purchases...................        2,962      45,209     13,265             165       (61,601)
                                                      -------    --------    -------         -------      --------        --------
         Total purchases........................        2,962     467,766     58,198           6,309       (61,601)        473,634
                                                      -------    --------    -------         -------      --------        --------
           Total produced and purchased.........       67,448     467,766     58,355           8,304       (61,601)        540,272
Deduct:
      Net increase (decrease) in gas in storage.                               1,085            (352)                          733
      Extracted natural gas liquids
         (equivalent gas volumes)...............        1,787       6,703                                                    8,490
      System use and unaccounted for............          525       1,629      9,328             358                        11,840
                                                      -------    --------    -------         -------      --------        --------
           Total................................       65,136     459,434     47,942           8,298       (61,601)        519,209
                                                      =======    ========    =======         =======      ========        ========

Gas Sales (MMcf):
   Residential..................................                              27,527                                        27,527
   Commercial...................................                               6,276                                         6,276
   Industrial and Utility.......................                              14,139             100        (3,303)         10,936
   Production...................................       64,486                                               (5,787)         58,699
   Marketing....................................          650     459,434                      8,198       (52,511)        415,771
                                                      -------    --------    -------         -------      --------        --------
           Total................................       65,136     459,434     47,942           8,298       (61,601)        519,209
                                                      =======    ========    =======         =======      ========        ========

Natural Gas Transported (MMcf)..................                  108,588     11,798         118,570       (93,403)        145,553
                                                                 ========    =======         =======      ========        ========

Oil Produced and Sold (thousands of bls)........        1,987                                                                1,987
                                                      =======                                                             ========

Natural Gas Liquids Sold  (thousands of gallons)       57,637     199,272                                                  256,909
                                                      =======     =======                                                 ========

Average Selling Price:
    Residential Gas Sales (per Mcf).............                              $9.388
    Commercial Gas Sales........................                               7.774
    Industrial and Utility Gas Sales............                               2.190
    Produced Natural Gas........................     $  1.723
    Marketed Natural Gas........................        1.578      $1.751                     $2.084
    Oil (per barrel)............................       15.772
    Natural Gas Liquids (per gallon)............         .316        .267

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                   EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                                         Information by Business Segment
                                                   (Thousands)


                                            Three Months Ended                 Twelve Months Ended
                                                 March 31,                          March 31,
                                           1996            1995              1996              1995

<S>                                     <C>            <C>              <C>               <C>

OPERATING REVENUES:

    Exploration and production..        $  55,374      $   46,344       $   243,895       $   190,003
    Energy marketing............          431,494         211,005         1,109,792           867,857
    Natural gas distribution....          183,522         162,281           402,291           373,083
    Natural gas transmission ...           38,329          31,645           125,545           111,936
    Sales between segments .....          (68,441)        (46,584)         (219,946)         (180,446)
                                        ---------      ----------       -----------       -----------

         Total..................        $ 640,278      $  404,691       $ 1,661,577       $ 1,362,433
                                        =========      ==========       ===========       ===========

OPERATING INCOME (LOSS):

    Exploration and production..        $  15,565      $    1,731       $        11       $    21,220
    Energy marketing ...........            5,549           2,247           (15,543)            4,879
    Natural gas distribution....           35,068          32,787            25,802            39,205
    Natural gas transmission ...           13,221          11,547            32,773            32,277
                                        ---------      ----------       -----------       -----------

         Total..................        $  69,403      $   48,312       $    43,043       $    97,581
                                        =========      ==========       ===========       ===========

CAPITAL EXPENDITURES:

    Exploration and production..        $   6,330      $   16,384       $    34,732       $    87,060
    Energy marketing............            6,851           3,327            27,688            17,987
    Natural gas distribution....            5,584           9,522            38,257            36,259
    Natural gas transmission....               66           1,491             5,542            11,056
                                        ---------      ----------       -----------       -----------

         Total..................        $  18,831      $   30,724       $   106,219       $   152,362
                                        =========      ==========       ===========       ===========
</TABLE>

<PAGE>

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

OVERVIEW

     Consolidated  net income for the  quarter  ended  March 31,  1996 was $38.7
million or $1.11 per share,  compared  with $27.8  million or $.80 per share for
the quarter ended March 31, 1995.  The increase in income is due to a 45 percent
increase in average  wellhead gas prices,  increased retail gas sales reflecting
weather that was 11 percent  colder than the prior  quarter,  higher margins for
natural gas marketing and lower depreciation and depletion and interest expense.
These increases were partially  offset by lower fuels tax credits as a result of
the sale of certain gas  properties  in November  1995 and lower  production  of
natural gas.

     Consolidated  net income for the twelve  months  ended  March 31,  1996 was
$12.5 million or $.36 per share,  compared with $52.1 million or $1.51 per share
for the twelve  months  ended March 31, 1995.  Earnings  for the current  period
include an after-tax  charge of $74.2 million or $2.12 per share recorded in the
fourth  quarter of 1995 for the  recognition  of  impairment of assets of $121.2
million,  pursuant to the  methodology  of  Statement  of  Financial  Accounting
Standards No. 121  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be Disposed  Of". The results for the current  period also
include  a  non-recurring  after-tax  gain of $29.1  million  or $.83 per  share
related to the Columbia Gas Transmission  (Columbia)  bankruptcy  settlement and
$6.6  million  or  $.19  per  share,  resulting  from  regulatory  approval  for
accelerated  recovery  of future  gas costs  recognized  in the fourth and third
quarters of 1995, respectively.  Net income, excluding the charge for impairment
of assets and the effect of the settlements,  remained substantially the same as
the 1995 period.  Lower  nonconventional  fuels tax credits and higher operating
expenses were offset by increased retail gas sales  reflecting  weather that was
16 percent  colder  than the prior  year and  higher  margins  for  natural  gas
marketing

RESULTS OF OPERATIONS

EXPLORATION AND PRODUCTION

     Operating  revenues,  which are derived  from the sale of produced  natural
gas, oil and natural gas liquids and from  contract  drilling were $55.4 million
for the quarter ended March 31, 1996 compared with $46.3 million for the quarter
ended March 31, 1995. The increase in operating  revenues is due to a 45 percent
increase in average  wellhead prices for natural gas,  partially offset by lower
production  of natural gas and natural gas liquids.  Operating  revenues for the
twelve  months  ended March 31, 1996 were $244.0  million  compared  with $190.0
million for the twelve months ended March 31, 1995.  The 1996  revenues  include
$40.2 million of nonrecurring  amounts from the Columbia bankruptcy  settlement,
and $11.0  million of  additional  revenue  from  direct bill  settlements.  The
increase in revenues,  excluding the nonrecurring  amounts,  is due primarily to
higher wellhead  prices for natural gas and increased  production and prices for
natural gas liquids.

<PAGE>


MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)

                                 THREE MONTHS ENDED      TWELVE MONTHS ENDED
                                      MARCH 31,               MARCH 31,
EXPLORATION AND PRODUCTION       1996         1995        1996         1995

OPERATING REVENUES (THOUSANDS):
   Natural Gas..........       $38,361     $ 27,828     $113,646     $111,132
   Oil..................         7,617        8,307       31,063       31,339
   Natural Gas Liquids..         4,387        5,252       19,736       18,197
   Contract Drilling....         3,164        2,846       14,642       14,799
   Direct Billing Settlements        -            -       32,582        7,815
   Other................         1,845        2,111       32,226        6,721
                               -------     --------      -------     --------
     Total Revenues.....       $55,374     $ 46,344      $243,895    $190,003
                               =======     ========      ========    ========

SALES QUANTITIES:
   Natural Gas (MMcf)...        16,378       17,262       64,100       64,486
   Oil (MBls)...........           450          511        1,871        1,987
   Natural Gas Liquids
     (thousands of gallons)     12,407       15,047       60,407       57,637

     Energy  purchased  amounted to $4.9 million for the quarter ended March 31,
1996  compared  with $2.8  million for the quarter  ended  March 31,  1995.  The
increase  for the  quarter is due to higher  prices.  Energy  purchased  for the
twelve months ended March 31, 1996 amounted to $13.0 million compared with $10.7
million for the twelve  months ended March 31,  1995.  The increase in purchased
energy for the twelve  month  period is due to higher  requirements,  reflecting
increased production of natural gas liquids and higher prices.

     Other operating expenses were $34.9 million for the quarter ended March 31,
1996  compared  with $41.8  million for the quarter  ended March 31,  1995.  The
decrease  for  the  quarter  is  due to  decreased  depreciation  and  depletion
reflecting lower depletion rates and lower production.  Other operating expenses
for the twelve months ended March 31, 1996 of $230.9 million, excluding a charge
of $73.9 million for impairment of assets,  were  substantially  the same as the
$158.1 million for the twelve months ended March 31, 1995.

     Operating  income was $15.6  million for the  quarter  ended March 31, 1996
compared with $1.7 million for the quarter ended March 31, 1995. The increase in
operating income for the quarter reflects higher wellhead prices for natural gas
and lower  depreciation  and depletion,  partially offset by lower production of
natural gas and  natural gas  liquids.  Operating  income for the twelve  months
ended March 31, 1996 was $.1 million  compared with $21.2 million for the twelve
months ended March 31, 1995.  The increase in operating  income,  excluding  the
effect of the  nonrecurring  items is due to higher  wellhead prices for natural
gas and higher prices and production of natural gas liquids.

<PAGE>

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)

ENERGY MARKETING

     Operating  revenues,  which are derived  primarily  from the  marketing  of
natural gas, sale of produced natural gas liquids, and intrastate transportation
of natural gas in Louisiana, were $431.5 million for the quarter ended March 31,
1996  compared  with $211.0  million for the quarter  ended March 31, 1995.  The
increase in revenues  is due to an 81 percent  increase in the average  price of
marketed  gas and a 17 percent  increase  in  marketed  gas  volumes.  Operating
revenues  for the twelve  months  ended  March 31,  1996 were  $1,109.8  million
compared  with $867.9  million for the twelve  months ended March 31, 1995.  The
increase  in revenues  is due to a 13 percent  increase in the average  price of
marketed gas and a 15 percent  increase in marketed gas volumes.  Revenues  from
sale of natural gas liquids for the current  periods  were about the same as the
1995 amounts  reflecting  higher prices for natural gas liquids  offset by lower
production.

                                 THREE MONTHS ENDED      TWELVE MONTHS ENDED
                                      MARCH 31,               MARCH 31,

ENERGY MARKETING                 1996         1995        1996         1995

OPERATING REVENUES (THOUSANDS):
   Natural Gas Marketing...   $415,379     $195,755    1,045,767     $804,582
   Natural Gas Liquids.....     12,534       12,884       52,669       53,256
   Transportation..........      1,723        2,293        8,835        9,672
   Other...................      1,858           73        2,521          347
                              --------     --------     --------     --------
     Total Revenues........   $431,494     $211,005   $1,109,792     $867,857
                              ========     ========   ==========     ========

SALES QUANTITIES:
   Marketed Natural Gas (MMcf) 143,447      122,225      530,139      459,434
   Natural Gas Liquids
     (thousands of gallons)     39,072       48,233      188,779      199,272
   Transportation Deliveries
     (Mmcf)                     30,277       26,593      126,089      108,588

     Energy  purchased  was $419.3  million for the quarter ended March 31, 1996
compared  with  $201.3  million for the quarter  ended  March 31,  1995.  Energy
purchased  for the twelve  months  ended  March 31,  1996 was  $1,072.4  million
compared  with $833.3  million for the twelve  months ended March 31, 1995.  The
increase in energy  purchased for the current periods reflects higher gas prices
and an increase in purchased volumes.

     Other operating  expenses were $6.6 million for the quarter ended March 31,
1996  compared  with $7.5  million for the quarter  ended  March 31,  1995.  The
decrease  for the  quarter is due  primarily  to lower gas  processing  expenses
reflecting lower production of natural gas liquids. Other operating expenses for
the twelve  months ended March 31, 1996 were $52.8  million  compared with $29.7
million for the twelve months ended March 31, 1995. Other operating expenses for
the 1996 period include a charge of $21.2 million for impairment of assets.  The
increase for the current period,  excluding the charge,  reflects  marketing and
administrative  expenses  associated  with the gas storage service that began in
early 1996.

<PAGE>

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)

     Operating  results for the quarter  ended March 31, 1996 were $5.6  million
compared with $2.2 million for the quarter ended March 31, 1995. The increase is
due to higher  margins and sales for  marketed  gas.  Operating  results for the
twelve  months ended March 31, 1996 were a loss of $15.4  million  compared with
income of $4.9 million for the twelve months ended March 31, 1995.  The increase
in  operating  income  for the  twelve-month  period,  excluding  the charge for
impairment of assets, reflects higher margins and sales for marketed gas.

NATURAL GAS DISTRIBUTION

     Operating  revenues,  which are derived from the sale and transportation of
natural gas primarily to retail customers at state regulated rates,  were $183.5
million for the quarter ended March 31, 1996  compared  with $162.3  million for
the quarter  ended March 31, 1995.  The increase in revenues is due primarily to
an increase in retail gas sales,  reflecting  weather that was 11 percent colder
than the 1995 quarter,  a change in the mix of industrial  and utility gas sales
and the effect of commercial customers switching from transportation  service to
gas sales,  partially  offset by lower retail  rates to pass  through  decreased
purchased gas costs to customers. Operating revenues for the twelve months ended
March 31, 1996 were $402.3  million  compared with $373.1 million for the twelve
months ended March 31,  1995.  The increase in revenues is due to an increase in
retail gas sales  reflecting  weather  that was 16 percent  colder than the 1995
period,  a change in the mix of industrial  and utility gas sales and the effect
of commercial customers switching from transportation to gas sales.

                                 THREE MONTHS ENDED      TWELVE MONTHS ENDED
                                      MARCH 31,               MARCH 31,

NATURAL GAS DISTRIBUTION         1996         1995        1996         1995

OPERATING REVENUES (THOUSANDS):
   Residential Gas Sales       $121,268    $122,807      $265,316    $258,433
   Commercial Gas Sales.         40,722      16,834        63,692      48,789
   Industrial and Utility
     Gas Sales                   13,432       5,025        45,635      30,961
   Transportation Service         5,951      16,292        21,389      30,328
   Other................         2,149        1,323         6,259       4,572
                               -------     --------      --------    --------
     Total Revenues.....       $183,522    $162,281      $402,291    $373,083
                               ========    ========      ========    ========
SALES QUANTITIES (MMCF):
   Residential Gas Sales        15,017       13,414       31,097       27,527
   Commercial Gas Sales.         6,332        1,778        9,048        6,276
   Industrial and Utility 
     Gas Sales                   3,389        2,668       18,712       14,139
   Transportation Deliveries     2,324        6,309       12,118       11,798
   Heating Degree Days..         3,090        2,796        6,042        5,221

<PAGE>

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)

     Energy purchased amounted to $108.9 million for the quarter ended March 31,
1996 compared  with $96.7  million for the quarter ended March 31, 1995.  Energy
purchased for the twelve months ended March 31, 1996 was $233.9 million compared
with $221.9  million for the twelve months ended March 31, 1995. The increase in
energy  costs for the  current  periods is due to higher  gas  sales,  partially
offset by the pass-through of lower costs in rates to retail customers.

     Other operating expenses were $39.5 million for the quarter ended March 31,
1996 compared  with $32.8  million for the quarter  ended March 31, 1995.  Other
operating  expenses  were $142.6  million for the twelve  months ended March 31,
1996  compared  with $112.0  million for the twelve months ended March 31, 1995.
Other  operating  expenses for the current twelve month period includes a charge
of $20.8  million for  impairment  of assets.  The  increase in other  operating
expenses for the three- and twelve month periods,  excluding the charge,  is due
to increased  labor and outside  consultant  expenses  related to the  Company's
reengineering efforts.

     Operating  income for the quarter  ended  March 31, 1996 was $35.1  million
compared  with $32.8  million for the quarter  ended March 31,  1995.  Operating
income was $25.8  million for the twelve  months  ended March 31, 1996  compared
with $39.2 million for the twelve  months ended March 31, 1995.  The increase in
operating income for the current periods, excluding the charge for impairment of
assets,  is due  primarily  to  higher  margins  reflecting  higher  gas  sales,
partially offset by increased operating expenses.

NATURAL GAS TRANSMISSION

     Operating  revenues,  which are derived from the interstate  transportation
and storage of natural gas subject to federal  regulation,  and the marketing of
natural gas,  were $38.3  million for the quarter  ended March 31, 1996 compared
with $31.6 million for the quarter ended March 31, 1995.  Operating revenues for
the twelve months ended March 31,1996 were $125.6  million  compared with $111.9
million for the twelve months ended March 31, 1995.  Operating  revenues for the
current  twelve  month  period  include  $4.8  million  related to the  Columbia
bankruptcy settlement.  The increase in revenues for the three- and twelve-month
periods,  excluding  the effect of the  settlement,  is due  primarily to higher
selling prices and increased volumes of marketed natural gas.

                                 THREE MONTHS ENDED      TWELVE MONTHS ENDED
                                      MARCH 31,               MARCH 31,

NATURAL GAS TRANSMISSION         1996         1995        1996         1995
OPERATING REVENUES (THOUSANDS):

   Industrial and Utility
     Gas Sales                 $   363     $    363      $  1,451    $  1,329
   Marketed Gas Sales...        12,479        4,245        30,542      17,088
   Transportation Service       20,380       20,849        67,497      69,459
   Storage Service......         3,620        4,391        15,138      17,451
   Other................         1,487        1,797        10,917       6,609
                               -------     --------      --------    --------
     Total Revenues.....       $38,329     $ 31,645      $125,545    $111,936
                               =======     ========      ========    ========
<PAGE>

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)

SALES QUANTITIES (MMCF):
   Industrial and Utility
     Gas Sales                       -            1           (1)         100
   Marketed Gas Sales...         3,149        2,048       12,248        8,198
   Transportation Deliveries    34,870       30,429      123,531      118,570

     Energy  purchased  amounted to $9.4 million for the quarter ended March 31,
1996  compared  with $3.3 million for the quarter  ended March 31, 1995.  Energy
purchased for the twelve months ended March 31, 1996 was $23.5 million  compared
with $14.0 million for the twelve  months ended March 31, 1995.  The increase in
energy costs for the three- and twelve month periods is due to higher prices for
marketed gas and an increase in marketed gas sales.

     Other operating expenses were $15.7 million for the quarter ended March 31,
1996 compared  with $16.8  million for the quarter  ended March 31, 1995.  Other
operating expenses for the twelve months ended March 31, 1996 were $69.5 million
compared with $65.6  million for the twelve  months ended March 31, 1995.  Other
operating  expenses for the current twelve month period include a charge of $5.2
million for  impairment  of assets.  Other  operating  expenses  for the current
periods, excluding the charge, remained substantially the same.

     Operating  income was $13.2  million for the  quarter  ended March 31, 1996
compared  with $11.5  million for the quarter  ended March 31,  1995.  Operating
income was $32.6  million for the twelve  months  ended March 31, 1996  compared
with $32.3 million for the twelve  months ended March 31, 1995.  The increase in
operating income for the current  periods,  excluding the effect of the Columbia
settlement and the charge for impairment of assets,  is due to higher prices for
marketed gas and an increase in marketed natural gas sales.

CAPITAL RESOURCES AND LIQUIDITY

OPERATING ACTIVITIES

     Cash required for operations is impacted  primarily by the seasonal  nature
of the Company's distribution  operations.  Gas purchased for storage during the
nonheating season is financed with short-term loans,  which are repaid as gas is
withdrawn  from  storage  and sold  during  the  heating  season.  In  addition,
short-term loans are used to provide other working capital  requirements  during
the nonheating season.


<PAGE>

MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS (CONTINUED)

INVESTING ACTIVITIES

     The   Company's   business   requires   major  ongoing   expenditures   for
replacements,  improvements, and additions to its distribution, transmission and
storage  plant,  and  continuing  development  and  expansion  of  its  resource
production  activities.  A total of $129.5  million has been  authorized for the
1996  capital  expenditure  program,  with $63.8  allocated to  exploration  and
production,  $30.7 million for natural gas marketing,  $24.6 million for natural
gas  distribution  and $10.4  million  for  natural  gas  transmission.  Capital
expenditures for the three months ended March 31, 1996 were $18.8 million.

     Short-term  loans  are also used as  interim  financing  for a  portion  of
capital   expenditures.   The  Company  expects  to  finance  its  1996  capital
expenditures with cash generated from operations and temporarily with short-term
loans.

CAPITAL RESOURCES AND LIQUIDITY

FINANCING ACTIVITIES

     The  Company  has  adequate   borrowing  capacity  to  meet  its  financing
requirements. The Company has a revolving Credit Agreement with a group of banks
providing $500 million of available  credit.  The agreement  requires a facility
fee of one-tenth of one percent.  Bank loans and commercial paper,  supported by
available credit, are used to meet short-term financing  requirements.  At March
31 1996,  $131.0  million  of  commercial  paper was  outstanding  at an average
interest  rate of 5.38  percent.  Adequate  credit is expected to continue to be
available in the future.

     The Company  intends to file a shelf  registration  with the Securities and
Exchange  Commission in June 1996 to issue $250 million of long-term  debt.  The
proceeds  from issuance of this debt is expected to be used to retire the 8 1/4%
Debentures  and provide funds for the possible  tender or defeasance of the 9.9%
Debentures.

     BALANCE SHEET CHANGES

     The increase in accounts  receivable is due to the higher sales of marketed
gas.  The  changes  in  deferred  purchased  gas cost are due to the  timing  of
pass-through of gas costs to ratepayers. Changes in deferred purchased gas costs
generally do not affect results of operations  due to regulatory  procedures for
purchased gas cost recovery in rates.  The increase in accounts payable reflects
higher gas purchased for marketing.

<PAGE>

                           PART II. OTHER INFORMATION


Item 5.    Other Information

           None.

Item  6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               3 (i)  Articles of  Amendment  to the  Restated  Articles of
                      Incorporation of the Company dated May 7, 1996.

               3 (ii) Company's Bylaws as amended March 21, 1996.

          (b)  Reports on Form 8-K during the quarter ended March 31, 1996:

               Form 8-K dated March 21, 1996  describing the Board of Directors'
               adoption of a Preferred Stock Purchase Rights Plan.

<PAGE>

                                    Signature


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.






                                             EQUITABLE RESOURCES, INC.
                                                   (Registrant)





                                               /s/ Dan C. Eaton
                                                   Dan C. Eaton
                                                  Vice President -
                                          Strategic & Financial Planning






Date:  May 14, 1996
