
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


          Current Report Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)MARCH 21, 1996



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



     PENNSYLVANIA                   1-3551                  25-0464690
(State or other jurisdiction      (Commission              (IRS Employer
   of incorporation               File Number)           Identification No.)



420 BOULEVARD OF THE ALLIES, PITTSBURGH, PENNSYLVANIA           15219
       (Address of principal executive offices)               (Zip Code)



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



                                       N/A
         (Former name or former address, if changed since last report)



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ITEM 2. Other Events.

        The Board of Directors of the registrant  has adopted a Preferred  Stock
        Purchase  Rights Plan. The Plan provides for a distribution of rights to
        purchase shares of Series One Preferred Stock,  which is a series of the
        registrant's  Preferred  Stock  (or,  in certain  circumstances,  Common
        Stock).  Each share of the  registrant's  Common Stock held of record by
        shareholders  as of the close of business  on April 1, 1996,  as well as
        shares  thereafter  acquired,  will carry with it one right.  The rights
        will be issued and become effective at the close of business on April 1,
        1996. The Rights Plan terminates on April 1, 2006, unless the rights are
        earlier redeemed or the Plan is further extended by the Board.

ITEM 7. Financial  Statements,  Pro Forma Financial Information and Exhibits

   (c)  Exhibits

        A press release  announcing the adoption of the Preferred Stock Purchase
        Rights Plan is filed as Exhibit 99 to this report.




                                    SIGNATURE

        Pursuant to the  requirements  of Section 12 of the Securities  Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.



                                       EQUITABLE RESOURCES, INC.
                                             (Registrant)


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


    March 22, 1996



<PAGE>


                                  EXHIBIT INDEX


   Exhibit                                                  Sequential
     No.                    Document Description             Page No.


     99                 Press release announcing adoption        4
                        of the Preferred Stock Purchase
                        Rights Plan





