EQUITABLE RESOURCES INC /PA/
8-K, 1997-02-20
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                                                     MICHAEL D. BRIGGS
                                              Manager - Corporate Accounting
                                                    Phone: (412) 553-6071




February 20, 1997




Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, we are
transmitting herewith the attached Form 8-K dated February 20, 1997.

                                          Sincerely yours,



                                          EQUITABLE RESOURCES, INC.

                                          /s/ Michael D. Briggs


                                              Michael D. Briggs
                                              Manager - Corporate Accounting

<PAGE>


                      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)         FEBRUARY 20, 1997
                                                   ---------------------------




                            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
                                                   --------------------------



                                      NONE
          (Former name or former address, if changed since last report)


<PAGE>


ITEM 5.    Other Events

           From time to time,  the  Company may  communicate  in oral or written
           form   forward-looking   statements   related  to  such   matters  as
           anticipated  financial  performance,   business  prospects,   capital
           projects,  new products,  and operational  matters. The Company notes
           that a variety of factors could cause the Company's actual results to
           differ materially from the anticipated  results or other expectations
           expressed in the Company's forward-looking  statements. The risks and
           uncertainties   that  may   affect   the   operations,   performance,
           development and results of the Company's  business  include,  but are
           not  limited  to,  the  following:  weather  conditions,  the pace of
           deregulation  of retail  natural  gas and  electricity  markets,  the
           timing and extent of  changes  in  commodity  prices for gas and oil,
           changes in interest  rates,  the extent of the  Company's  success in
           acquiring gas and oil properties and in  discovering,  developing and
           producing  reserves and the impact of  competitive  factors on profit
           margins in various markets in which the Company competes.




                                    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/ A. Mark Abramovic
                                                   A. Mark Abramovic
                                               Senior Vice President and
                                                Chief Financial Officer


February 20, 1997



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