EQUITABLE RESOURCES INC /PA/
11-K, 1997-06-27
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                            SECURITIES AND EXCHANGE COMMISSION
                                   Washington, DC  20549


                                         FORM 11-K


                  FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
                    AND SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
                              SECURITIES EXCHANGE ACT OF 1934



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

                        For the fiscal year ended December 31, 1996

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

                               Commission file number 1-3551



              EQUITABLE RESOURCES, INC. EMPLOYEE SAVINGS AND PROTECTION PLAN

                     (Full title of the Plan and address of the Plan,
                     if different from that of the issuer named below)




                                EQUITABLE RESOURCES, INC.

                               420 Boulevard of the Allies,
                              Pittsburgh, Pennsylvania  15219


                  (Name of issuer of the securities held pursuant to the
                      plan and the address of principal executive office)



<PAGE>

                                           SIGNATURE








        Pursuant to the requirements of the Securities Exchange Act of 1934, the
members of the Administrative Committee of the Plan have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.









                              EQUITABLE RESOURCES, INC.
                        EMPLOYEE SAVINGS AND PROTECTION PLAN
                                   (Name of Plan)




             By
                                  A. Mark Abramovic
                              Senior Vice President -
                             and Chief Financial Officer





June 27, 1997

<PAGE>

                                           CONTENTS


                                                                      Page

Report of independent auditors                                          3


Financial statements

  Statements of net assets available for benefits                       4
  Statement of changes in net assets available for benefits            5-8
  Notes to financial statements                                       9-14

Supplementary information                                           Schedule

  Assets held for investment                                            1
  Transactions or series of transactions in excess of 5% of the
     current value of plan assets                                       2

<PAGE>


                          REPORT OF INDEPENDENT AUDITORS



Administrative Committee
Equitable Resources, Inc. Employee Savings and Protection Plan


        We have audited the accompanying  statements of net assets available for
plan benefits of the Equitable  Resources,  Inc. Employee Savings and Protection
Plan (the Plan) as of December 31, 1996, and 1995, and the related  statement of
changes in net assets  available for plan  benefits for the year ended  December
31,  1996.  These  financial  statements  are the  responsibility  of the Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

        We conducted our audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the net assets available for plan benefits of
the Plan as of December 31, 1996 and 1995, and the related  statement of changes
in net assets  available for plan benefits for the year ended December 31, 1996,
in conformity with generally accepted accounting principles.

        Our audits  were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying  supplemental  schedules
of assets held for  investment  as of December 31,  1996,  and  transactions  or
series of  transactions  in excess of 5% of the current value of plan assets for
the year ended  December 31, 1996,  are presented for purposes of complying with
the  Department of Labor's Rules and  Regulations  for Reporting and  Disclosure
under  the  Employee  Retirement  Income  Security  Act of  1974,  and are not a
required part of the basic  financial  statements.  The Fund  Information in the
statements of net assets  available for benefits and the statement of changes in
net assets  available  for  benefits is  presented  for  purposes of  additional
analysis  rather  than to present  the net assets  available  for  benefits  and
changes in net assets  available  for  benefits of each fund.  The  supplemental
schedules and Fund  Information  have been subjected to the auditing  procedures
applied in our audits of the  financial  statements  and,  in our  opinion,  are
fairly  stated  in all  material  respects  in  relation  to the 1996  financial
statements taken as a whole.




                                                        Ernst & Young LLP


Pittsburgh, Pennsylvania
May 23, 1997


<PAGE>

<TABLE>
<CAPTION>


                                   EQUITABLE RESOURCES, INC.
                             EMPLOYEE SAVINGS AND PROTECTION PLAN
                     STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS


                                                                    December 31
                                                           1996                    1995

<S>                                                  <C>                    <C>            
Investments, at fair value-Note 3:
   Equitable Life Fixed Income Fund                  $            -         $     1,519,045
   Equitable Life Balanced Fund                                   -               1,524,715
   Equitable Life Aggressive Stock Fund                           -                 258,455
   Equitable Life Common Stock Fund                               -               2,487,125
   Equitable Life Bond Fund                                       -                 315,388
   The George Putnam Fund of Boston                       1,915,926                 366,549
   The Putnam Fund for Growth and Income                  3,689,256                 647,597
   Putnam Income Fund                                       569,759                 241,377
   Putnam Voyager Fund                                    1,111,159                 252,786
   Putnam Asset Allocation-Growth Portfolio                  25,196                   3,812
   Putnam Asset Allocation-Balanced Portfolio                79,771                   3,881
   Putnam Asset Allocation-Conservative Portfolio             2,845                     674
   Putnam International Growth Fund                          93,710                  19,624
   Loan Fund                                                206,263                 149,591
   Putnam Stable Value Fund                               2,001,970                 840,420
   Employer Stock Fund                                       58,112                   9,468
                                                     --------------         ---------------
                                                          9,753,967               8,640,507

Receivables:
   Matching Contribution                                      3,713                       -
   Contract Contribution                                     43,211                       -
                                                     --------------         ---------------

                                                             46,924                       -
                                                     --------------         ---------------

Net Assets Available for Plan Benefits               $    9,800,891         $     8,640,507
                                                     ==============         ===============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                          EQUITABLE RESOURCES, INC.

                                    EMPLOYEE SAVINGS AND PROTECTION PLAN
                       STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                                            WITH FUND INFORMATION
                                    FOR THE YEAR ENDED DECEMBER 31, 1996



                                             Equitable                       Equitable         Equitable
                                               Life          Equitable         Life              Life
                                               Fixed           Life         Aggressive          Common
                                              Income         Balanced          Stock             Stock
                                               Fund            Fund            Fund              Fund

<S>                                         <C>             <C>             <C>                <C>      
Additions to net assets attributed to:
  Investment income
     Interest and dividends                 $   52,686      $        -      $        -         $       -
     Interest on participant loans                   -               -               -                 -
                                            ----------      ----------      ----------         ---------

        Total investment income                 52,686               -               -                 -

  Gain realized on sale or distribution of
     Equitable Resources, Inc. Common Stock          -               -               -                 -
  Unrealized appreciation of investment in
     Equitable Resources, Inc. Common Stock          -               -               -                 -
  Increase (decrease) in value of investment         -          37,496          40,480           121,526
  Contributions
     Matching                                        -               -               -                 -
     Contract                                        -               -               -                 -
                                            ----------      ----------      ----------         ---------
        Total contributions                          -               -               -                 -
                                            ----------      ----------      ----------         ---------

        Total additions                         52,686          37,496          40,480           121,526

Deductions from net assets attributed to:
  Withdrawals by participants                  307,233         244,639          16,334           148,586
  Purchase of life insurance                         -               -               -                 -
  Expenses                                       7,517           7,128           1,495            11,864
                                            ----------      ----------      ----------         ---------

        Total deductions                       314,750         251,767          17,829           160,450

Transfers to (from) funds                   (1,256,981)     (1,310,444)       (281,106)       (2,448,201)
                                            ----------      ----------      ----------         ----------

        Net increase (decrease) in net
        assets available for plan benefits  (1,519,045)     (1,524,715)       (258,455)       (2,487,125)

Net assets available for plan benefits:
  At beginning of year                       1,519,045       1,524,715         258,455         2,487,125
                                            ----------      ----------      ----------         ---------

  At end of year                            $        0      $        0      $        0        $        0 
                                            ==========      ==========      ==========        ==========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                          EQUITABLE RESOURCES, INC.
                                    EMPLOYEE SAVINGS AND PROTECTION PLAN
                       STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                                            WITH FUND INFORMATION
                                    FOR THE YEAR ENDED DECEMBER 31, 1996




  Equitable                      The Putnam
    Life         The George       Fund for         Putnam          Putnam           Putnam
    Bond         Putnam Fund       Growth          Income          Voyager          Growth
    Fund          of Boston      and Income         Fund            Fund           Portfolio



<S>             <C>              <C>              <C>            <C>             <C>       
 $       -       $  139,618       $ 290,146        $  25,141      $   71,475      $    1,310
         -                -               -                -               -               -
 ---------       ----------       ---------        ---------      ----------       ---------

         -          139,618         290,146           25,141          71,475           1,310


         -                -               -                -               -               -

         -                -               -                -               -               -
    (2,926)          62,014         189,656            4,430          (5,863)            820

         -            8,542          20,077            5,107          19,374             429
         -          184,101         326,517           62,535         337,747           8,676
 ---------       ----------       ---------        ---------      ----------       ---------
         -          192,643         346,594           67,642         357,121           9,105
 ---------       ----------       ---------        ---------      ----------       ---------

    (2,926)         394,275         826,396           97,213         422,733          11,235


    11,696          127,017         122,023           51,128          20,616             460
         -                -               -                -               -               -
     1,429              787           1,239              304             911              95
 ---------       ----------       ---------        ---------      ----------       ---------

    13,125          127,804         123,262           51,432          21,527             555

  (299,337)       1,289,704       2,351,814          285,135         470,997          11,083
 ---------       ----------       ---------        ---------      ----------       ---------


  (315,388)       1,556,175       3,054,948          330,916         872,203          21,763


   315,388          366,549         647,597          241,377         252,786           3,812
 ---------       ----------       ---------        ---------      ----------       ---------

 $       0       $1,922,724       $3,702,545       $ 572,293      $1,124,989      $   25,575
 =========       ==========       ==========       =========      ==========       =========

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                  EQUITABLE RESOURCES, INC.
                             EMPLOYEE SAVINGS AND PROTECTION PLAN
               STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                                    WITH FUND INFORMATION
                             FOR THE YEAR ENDED DECEMBER 31, 1996





                                              Putnam                 Putnam                  Putnam
                                             Balanced             Conservative            International
                                             Portfolio              Portfolio              Growth Fund

<S>                                          <C>                    <C>                     <C>     
Additions to net assets attributed to:
  Investment income
     Interest and dividends                  $  5,570               $    157                $  1,331
     Interest on participant loans                  -                      -                       -
                                             --------               --------                --------

        Total investment income                 5,570                    157                   1,331

  Gain realized on sale or distribution of
     Equitable Resources, Inc. Common Stock         -                      -                       -
  Unrealized appreciation of investment in
     Equitable Resources, Inc. Common Stock         -                      -                       -
  Increase (decrease) in value of investment    3,809                     47                   7,823
  Contributions
     Matching                                   1,119                      -                   3,434
     Contract                                  16,367                  2,258                  41,338
                                             --------               --------                --------
        Total contributions                    17,486                  2,258                  44,772
                                             --------               --------                --------

        Total additions                        26,865                  2,462                  53,926

Deductions from net assets attributed to:
  Withdrawals by participants                     615                    222                   1,885
  Purchase of life insurance                        -                      -                       -
  Expenses                                         66                     21                     142
                                             --------               --------                --------

        Total deductions                          681                    243                   2,027

Transfers to (from) funds                      50,355                     40                  23,869
                                             --------               --------                --------

        Net increase (decrease) in net
        assets available for plan benefits     76,539                  2,259                  75,768

Net assets available for plan benefits:
  At beginning of year                          3,881                    674                  19,624
                                             --------               --------                --------

  At end of year                             $ 80,420               $  2,933                $ 95,392
                                             ========               ========                ========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                          EQUITABLE RESOURCES, INC.
                                    EMPLOYEE SAVINGS AND PROTECTION PLAN
                       STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
                                            WITH FUND INFORMATION
                                    FOR THE YEAR ENDED DECEMBER 31, 1996





 Putnam             Putnam             Employer             Life
  Loan              Stable               Stock            Insurance           Combined
  Fund            Value Fund             Fund               Fund                Funds



<C>               <C>                  <C>                 <C>               <C>       
$      -          $   77,924           $   1,156           $       -         $  666,514
  15,295                   -                   -                   -             15,295
- --------          ----------           ---------           ---------         ----------

  15,295              77,924               1,156                   -            681,809


       -                   -                 161                   -                161

       -                   -                 970                   -                970
       -                   -                   -                   -            459,312

       -              15,076              13,448                   -             86,606
       -             174,217              19,438               4,179          1,177,373
- --------          ----------           ---------           ---------         ----------
       -             189,293              32,886               4,179          1,263,979
- --------          ----------           ---------           ---------         ----------

  15,295             267,217              35,173               4,179          2,406,231
- --------          ----------           ---------           ---------         ----------


   7,300             146,445                 948                   -          1,207,147
       -                   -                   -               4,179              4,179
       -               1,428                  95                   -             34,521
- --------          ----------           ---------           ---------         ----------

   7,300             147,873               1,043               4,179          1,245,847

  48,677           1,048,695              15,700                   -                  -
- --------          ----------           ---------           ---------         ----------


  56,672           1,168,039              49,830                   -          1,160,384


 149,591             840,420               9,468                   -          8,640,507
- --------          ----------           ---------           ---------         ----------

$206,263          $2,008,459           $  59,298           $       -         $9,800,891
========          ==========           =========           =========         ==========

</TABLE>

<PAGE>

                                   EQUITABLE RESOURCES, INC.

                             EMPLOYEE SAVINGS AND PROTECTION PLAN
                       NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDING
                                       DECEMBER 31, 1996



1.    Description of the Plan

      The  following  description  of the  Equitable  Resources,  Inc.  Employee
      Savings and  Protection  Plan (Plan)  provides  only general  information.
      Participants  should  refer  to the  Plan  agreement  for a more  complete
      description of the Plan's provisions.

      General

      The Plan is a defined contribution profit sharing and savings plan, with a
      401(k)  salary  reduction  feature,  implemented  on September 1, 1987, by
      Equitable  Resources,  Inc.  and  certain  subsidiaries  (the  Company  or
      Companies).

      All regular,  full-time  employees of the  Companies  who are covered by a
      collective  bargaining agreement are eligible to participate.  The Plan is
      subject to the provisions of the Employee  Retirement  Income Security Act
      of 1974 (ERISA).

      In December 1995 the Company changed the Plan year to a calendar year from
      the  previous  Plan year of  October  31.  The change had no effect on net
      assets available for plan benefits.

      Contributions

      The Companies make  contributions to the Plan equal to the amount by which
      participants  agree to reduce  their  salaries  (Contract  Contributions).
      These  contributions are considered to be Company (as opposed to employee)
      contributions  to the Plan.  In  addition,  prior to January 1, 1996,  the
      Companies could, at their  discretion,  contribute an additional amount to
      the Plan  (Discretionary  Contributions).  No Discretionary  Contributions
      were made for the period ended December 31, 1995.

      Matching  contributions  are subject to collective  bargaining.  Effective
      January 1, 1996, the Companies  began matching 50 percent of the first six
      percent of Contract Contributions made (Matching Contributions) in lieu of
      making   Discretionary   Contributions  for  Local  Union  No.  1956.  All
      contributions are allocated to individual participant accounts.

      Rollover Contributions

      Participants  are allowed to make  rollover  contributions  (contributions
      transferred to the Plan from other qualified retirement plans), subject to
      certain requirements.


<PAGE>


1.    Description of Plan (Continued)

      Vesting

      Participants are 100% vested in the value of Contract  Contributions made,
      and any rollover contributions.

      If employment is terminated for any reason other than  retirement,  death,
      or total and permanent  disability,  a participant  is entitled to receive
      the vested  value of any  Discretionary  and  Matching  Contributions,  as
      determined in accordance with the following schedule:

               Years of Continuous Service                 Vested Interest

                  Less than five years                              0%
                  Five years or more                              100%

      Amounts  forfeited by participants upon termination will be used to reduce
      the amount of the Company's future Matching Contributions to the Plan.

      Upon retirement,  death, total and permanent  disability or termination of
      the Plan,  a  participant  is  entitled  to receive  the full value of any
      Discretionary or Matching Contributions, regardless of years of continuous
      service.

      Withdrawals by Participants

      Payments  to  participants  are made in one of two  ways:  a  single  cash
      payment or  distribution  of stock  (mandatory  for  participants  who are
      terminated  for a reason other than  retirement,  death or  disability) or
      equal periodic payments over the lesser of:

      a)  the life expectancy of the participant and beneficiary or

      b)  twenty (20) years.

      Loans to Participants

      A  participant  may borrow money from the Plan in amounts up to 50 percent
      of the value of the  participant's  account,  plus the  vested  portion of
      Discretionary and Matching Contributions,  subject to certain limitations.
      All  loans are at a rate  consistent  with  rates  charged  by  commercial
      lenders for similar loans.  One half of the  participant's  nonforfeitable
      interest in the Plan at the time of the loan is pledged as collateral.


<PAGE>


1.    Description of Plan (Continued)

      Investment of Contributions

      Contributions  are initially  deposited  with the Plan's  trustee,  Putnam
      Investments  (Putnam).  The Plan  authorizes  the  participants  to direct
      Putnam to invest their accounts in various combinations of the investments
      funds described below.

      a.  The George Putnam Fund of Boston - is a mutual fund that consists of a
          portfolio balanced between stocks and bonds.

      b.  The Putnam Fund for Growth and Income - is a mutual fund that  invests
          primarily in common stocks that offer  potential  for capital  growth,
          current income, or both.

      c.  Putnam  Income  Fund - is a mutual  fund  that  invests  primarily  in
          income-producing  securities,  including both government and corporate
          obligations, preferred stocks, and dividend-paying common stocks.

      d.  Putnam  Voyager  Fund - is a mutual  fund that  invests  primarily  in
          common  stocks  of  smaller  and  newer  companies  expected  to  grow
          substantially faster than that of the market averages.

      e.  Putnam Asset Allocation:  Growth Portfolio - is a mutual fund focusing
          on capital  appreciation  by  investing  in a range of both equity and
          fixed income securities. Equity securities can range between 65-95% of
          the total  assets of the Fund with  fixed  income  securities  ranging
          between 5-35% of the total assets of the Fund.

      f.  Putnam  Asset  Allocation:  Balanced  Portfolio  -  is a  mutual  fund
          focusing on total  return by  investing  in a range of both equity and
          fixed income securities. Equity securities can range between 25-50% of
          the total  assets of the Fund with  fixed  income  securities  ranging
          between 25-50% of the total assets of the Fund.

      g.  Putnam  Asset  Allocation:  Conservative  Portfolio - is a mutual fund
          focusing on total return consistent with preservation of capital;  the
          Fund  invests in a range of both equity and fixed  income  securities.
          Equity  securities can range between 25-45% of the total assets of the
          Fund with fixed income securities  ranging between 55-75% of the total
          assets of the Fund.

      h.  Putnam  International  Growth  Fund - is a mutual  fund  that  invests
          primarily in a  diversified  portfolio of stocks of companies  located
          outside North America.


<PAGE>


1.    Description of Plan (Continued)


     i.   Putnam  Stable  Value Fund - is a  collective  investment  trust which
          invests primarily in high-quality  fixed-income investments that offer
          price   stability  and  liquidity;   these   investments  may  include
          guaranteed  investment  contracts  (GICs)  that are  guaranteed  by an
          insurance company or bank and generally provide a fixed rate of return
          for a specified time period. Should the underlying insurance companies
          and banks which issued the investments experience inadequate financial
          return on their assets,  it could  potentially  affect the  investment
          return or principal of the Plan's investments.  Presently, the Plan is
          not  aware  of  any  situation   which  would  cause  this  to  occur.
          Withdrawals  from this Fund may be  temporarily  delayed  at  Putnam's
          discretion due to the liquidity of the assets underlying this Fund.

      j.  Employer Stock Fund - invests in the Common Stock of the Company.

      k.  Life  Insurance Fund - comprised  solely of life  insurance  contracts
          issued on the lives of  participants.  This  option  is  subject  to a
          limitation that no more than 25% of the  contributions  allocated to a
          participant  may be allocated to the  purchase of  insurance.  Amounts
          contributed to the Plan for life insurance premiums are paid out to an
          insurance  carrier  and are  reflected  as an expense  of the Plan.  A
          Company  contract with EQUICOR  provides this  investment  vehicle and
          fund management.

2.    Summary of Significant Accounting Policies

      Investments

      The Equitable  Resources,  Inc.  common stock is valued at market price as
      quoted on the New York Stock Exchange. The Fixed Income Fund and contracts
      included  in the  Stable  Value  Fund  are  valued  at face  value,  which
      approximates market. Other investments are valued at market.

      Use of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions that affect the amounts  reported in the financial  statements
      and accompanying notes. Actual results could differ from those estimates.



<PAGE>

<TABLE>
<CAPTION>

3.    Investments

      Investments at December 31, 1996, and December 31, 1995, are comprised of:

                                                                        DECEMBER 31, 1996
                                                                     Fair            Original
                                                                     Value             Cost

<S>                                                            <C>               <C>          
      The George Putnam Fund of Boston                         $   1,915,926     $   1,856,207
      The Putnam Fund for Growth and Income                        3,689,256         3,521,037
      Putnam Income Fund                                             569,759           562,234
      Putnam Voyager Fund                                          1,111,159         1,124,218
      Putnam Asset Allocation - Growth Portfolio                      25,196            24,801
      Putnam Asset Allocation - Balanced Portfolio                    79,771            76,016
      Putnam Asset Allocation - Conservative Portfolio                 2,845             2,804
      Putnam International Growth Fund                                93,710            85,820
      Loan Fund                                                      206,263           206,263
      Putnam Stable Value Fund                                     2,001,970         2,001,970
      Employer Stock Fund*                                            58,112            55,189
                                                               -------------     -------------

         Total                                                 $   9,753,967     $   9,516,559
                                                               =============     =============

                                                                        DECEMBER 31, 1995
                                                                     Fair            Original
                                                                     Value             Cost

      Equitable Life Fixed Income Fund                         $   1,519,045     $   1,519,132
      Equitable Life Balanced Fund                                 1,524,715         1,430,837
      Equitable Life Aggressive Stock Fund                           258,455           241,707
      Equitable Life Common Stock Fund                             2,487,125         2,293,915
      Equitable Life Bond Fund                                       315,388           298,433
      The George Putnam Fund of Boston                               366,549           360,204
      The Putnam Fund for Growth and Income                          647,597           656,175
      Putnam Income Fund                                             241,377           238,405
      Putnam Voyager Fund                                            252,786           257,513
      Putnam Asset Allocation - Growth Portfolio                       3,812             3,845
      Putnam Asset Allocation - Balanced Portfolio                     3,881             3,878
      Putnam Asset Allocation - Conservative Portfolio                   674               672
      Putnam International Growth Fund                                19,624            19,295
      Loan Fund                                                      149,591           149,591
      Putnam Stable Value Fund                                       840,420           840,420
      Employer Stock Fund*                                             9,468             8,956
                                                               -------------     -------------

         Total                                                 $   8,640,507     $   8,322,978
                                                               =============     =============
<FN>

      The annual  interest rate for the Stable Value Fund was 6.01% for the year
      ended December 31, 1996.

      *  Represents  1,953 and 303 shares of common  stock at December 31, 1996,
         and December 31, 1995, respectively.

</FN>


</TABLE>

<PAGE>


4.    Gain Realized on Sale/Distribution of Stock

      During  the  year  ended  December  31,  1996,  988  shares  of  Equitable
      Resources,  Inc.  Common Stock with a market value of $27,622 were sold at
      an  average  price of $27.96 per  share.  The cost of the shares  sold was
      calculated using the "average cost" method.

5.    Plan Termination

      Although  it has not  expressed  any intent to do so, the  Company has the
      right under the Plan to discontinue its  contributions  at any time and to
      terminate  the Plan subject to the  provisions  of ERISA.  In the event of
      Plan termination,  the interests of all affected  participants will become
      fully vested.

6.    Income Tax Status of Plan

      The Internal  Revenue  Service has  determined  that the Plan is qualified
      under Section 401(a) of the Internal Revenue Code and exempt under Section
      501(a)  of the  Code.  Future  amendments  will  be  made  to the  Plan as
      necessary  so that the Plan  remains  qualified  and tax exempt  under the
      Code.

7.    Federal Income Tax Status - Employee

      Contributions  by the employer to the Plan (including those resulting from
      salary   reduction)  and  all  dividends  and  interest   earned  on  such
      contributions  are not taxable to the  participant  for federal income tax
      purposes until distributed.

      The tax consequences, to participants, of a distribution from the Plan are
      dependent  upon the  circumstances  existing at the time of  distribution.
      Delinquent and unpaid loans are considered distributions from the Plan. In
      general,  a participant is subject to federal income tax on a distribution
      in the year received.  Special rules applicable to lump sum  distributions
      may result in deferral of taxation in whole or in part.



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                                   SUPPLEMENTARY INFORMATION



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<TABLE>
<CAPTION>


                                                     EQUITABLE RESOURCES, INC.                                 SCHEDULE 1

                                            EMPLOYEE SAVINGS AND PROTECTION PLAN

                                                   ASSETS HELD FOR INVESTMENT
                                                       DECEMBER 31, 1996

                                                                                                                         CURRENT
           IDENTITY OF ISSUE                       DESCRIPTION OF INVESTMENT                     COST                     VALUE

<S>                                                      <C>                               <C>                       <C>         
The George Putnam Fund of Boston                         116,825 units                     $   1,856,207             $  1,915,926
The Putnam Fund for Growth and Income                    204,731 units                     $   3,521,037             $  3,689,256
Putnam Income Fund                                       81,278 units                      $     562,234             $    569,759
Putnam Voyager Fund                                      68,930 units                      $   1,124,218             $  1,111,159
Putnam Asset Allocation-Growth Portfolio                  2,244 units                      $      24,801             $     25,196
Putnam Asset Allocation-Balanced Portfolio                7,605 units                      $      76,016             $     79,771
Putnam Asset Allocation-Conservative Portfolio             297 units                       $       2,804             $      2,845
Putnam International Growth Fund                          6,235 units                      $      85,820             $     93,710
Loan Fund                                                 9.25%                                   NA                 $    206,263
Putnam Stable Value Fund                                  6.01 % per annum(2)              $   2,001,970             $  2,001,970
Employer Stock Fund(1)                                    1,953 shares                     $      55,189             $     58,112
                                                        

- --------
(1)Party in interest to the Plan.
(2)Rate in effect for the period ended December 31, 1996.

</TABLE>

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<TABLE>
<CAPTION>


                                                      EQUITABLE RESOURCES, INC.                                         SCHEDULE 2

                                               EMPLOYEE SAVINGS AND PROTECTION PLAN

                                      TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5%
                                               OF THE CURRENT VALUE OF PLAN ASSETS
                                               FOR THE YEAR ENDED DECEMBER 31, 1996




                                                   NUMBER OF        TOTAL        NUMBER      TOTAL SALES    ORIGINAL      NET GAIN
 PARTY INVOLVED      DESCRIPTION OF INVESTMENT     PURCHASES      PURCHASES     OF SALES      PROCEEDS        COST        OR (LOSS)

  CATEGORY (I)      INDIVIDUAL TRANSACTION IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
  <S>            <C>                                   <C>       <C>                <C>    <C>              <C>           <C>     
        *        Equitable Life Fixed Income Fund      -         $         -        1      $  1,222,851     $1,222,851    $      -
        *          Equitable Life Balanced Fund        -         $         -        1      $  1,334,893     $1,334,893    $      -
        *        Equitable Life Common Stock Fund      -         $         -        1      $  2,363,261     $2,363,261    $      -
        *        The George Putnam Fund of Boston      1         $ 1,334,893        -      $          -     $1,334,893    $      -
        *          Putnam Growth and Income Fund       1         $ 2,363,261        -      $          -     $2,363,261    $      -
        *            Putnam Stable Value Fund          1         $ 1,222,851        -      $          -     $1,222,851    $      -

 CATEGORY (III)     SERIES OF TRANSACTIONS IN EXCESS OF FIVE PERCENT OF PLAN ASSETS
        *        Equitable Life Fixed Income Fund      -         $         -       65      $  1,613,421     $1,613,421    $      -
        *          Equitable Life Balanced Fund        -         $         -       52      $  1,600,517     $1,600,517    $      -
        *        Equitable Life Common Stock Fund      -         $         -       45      $  2,632,697     $2,632,697    $      -
        *        The George Putnam Fund of Boston     77         $ 1,702,489        -      $          -     $1,702,489    $      -
        *          Putnam Growth and Income Fund      89         $ 3,134,954        -      $          -     $3,134,954    $      -
        *               Putnam Voyager Fund           98         $   916,777        -      $          -     $  916,777    $      -
        *            Putnam Stable Value Fund         103        $ 1,554,573        -      $          -     $1,554,573    $      -



* The  above  transactions  were  carried  out by  the  Plan's  Trustee,  Putnam
Investments.


  There  were no  Category  (ii)  or (iv)  reportable  transactions  during  the
twelve-month period ended December 31, 1996.

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