EQUITABLE RESOURCES INC /PA/
8-K, 1999-06-01
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                                  UNITED STATES
                       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)               JUNE 1, 1999
- --------------------------------------------------------------------------------




                            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.)




One Oxford Centre, Suite 3300, 301 Grant Street, Pittsburgh, Pennsylvania 15219
               (Address of principal executive offices)(Zip Code)




Registrant's telephone number, including area code        (412) 553-5700
                                                   -----------------------------



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


<PAGE>

Item 5.       Other Events

              The Registrant,  Equitable Resources, Inc., (EQT) and USX-Marathon
              Group (MRO) have reached a definitive agreement wherein EQT and/or
              its subsidiaries will acquire from MRO 100 percent of the stock of
              Carnegie  Natural Gas Company and affiliated  subsidiaries  of USX
              Corporation  (collectively the "Carnegie Companies").  The sale is
              subject to customary closing  conditions,  including due diligence
              and receipt of governmental approvals. A copy of the press release
              issued  by MRO  concerning  this  event  is filed  herewith  as an
              Exhibit at Item 7.

Item 7.       Financial Statements and Exhibits

     (c)      USX-Marathon  Group ("MRO") press release  announcing  the sale of
              the Carnegie companies is filed as Exhibit 99 to this report.




                                   SIGNATURES

              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, hereunto duly authorized.


                                                EQUITABLE RESOURCES, INC.
                                          --------------------------------------
                                                       (Registrant)



                                      By           /s/ David L. Porges
                                          --------------------------------------
                                                       David L. Porges
                                                 Senior Vice President and
                                                   Chief Financial Officer






            June 1, 1999
- ------------------------------------

<PAGE>


                                  EXHIBIT INDEX



Exhibit No.                  Document Description            Sequential Page No.

       99            Press release issued by USX-Marathon             4
                     Group (MRO) announcing sale of
                     Carnegie Companies









                                                                     Exhibit 99


FOR IMMEDIATE RELEASE                         Contact:       William E. Keslar
                                                             Don H. Herring
                                                             (412) 433-6870




    USX-Marathon Group Signs Definitive Agreement to Sell Carnegie Companies


                  PITTSBURGH,   June  1--USX-Marathon   Group  (NYSE:MRO)  today
announced that a definitive agreement has been signed to sell 100 percent of the
stock of  Carnegie  Natural  Gas  Company  and  affiliated  subsidiaries  of USX
Corporation to Equitable Resources, Inc. (NYSE:EQT).

                  Specific   financial  terms  of  the   transaction   were  not
disclosed. The transaction is subject to customary closing conditions, including
due diligence and receipt of governmental approvals.

                  The Carnegie  companies are engaged in natural gas production,
transmission,  distribution,  sales and storage  activities in Pennsylvania  and
West Virginia.

                  Marathon Oil Company, part of USX Corporation, is a worldwide
integrated energy company.

                  Equitable Resources, Inc. is an integrated energy company with
emphasis  on  Appalachian   area  natural  gas  production,   transmission   and
distribution  and  leading  edge  energy   management   services  for  customers
throughout the United  States.  Equitable  also has  exploration  and production
interests  in the Gulf of Mexico  and  energy  service  management  projects  in
selected international markets.



                                      -oOo-



(Visit our websites at www.marathon.com or www.usx.com)




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