EQUITABLE RESOURCES INC /PA/
11-K, 1999-06-29
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 11-K


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

                      For the year ended December 31, 1998

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

                          Commission file number 1-3551



                 EQUITABLE RESOURCES, INC. EMPLOYEE SAVINGS PLAN

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




                            EQUITABLE RESOURCES, INC.

                One Oxford Centre, Suite 3300, 301 Grant Street,
                         Pittsburgh, Pennsylvania 15219


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



<PAGE>


                                    CONTENTS


                                                                          Page

Report of independent auditors                                              2


Financial statements

   Statements of net assets available for benefits                          3
   Statements of changes in net assets available for benefits             4 - 7
   Notes to financial statements                                         8  - 13
Supplementary information

   Schedule 1:
      Item 27(a) Assets Held for Investment Purposes                       14

   Schedule 2:
      Item 27(d) Reportable Transactions                                   15

Signature                                                                  16

Index to Exhibits                                                          17



<PAGE>


                         REPORT OF INDEPENDENT AUDITORS



Administrative Committee
Equitable Resources, Inc. Employee Savings Plan


           We have audited the  accompanying  statements of net assets available
for  benefits of the  Equitable  Resources,  Inc.  Employee  Savings  Plan as of
December 31, 1998 and 1997,  and the related  statement of changes in net assets
available  for benefits for the year ended  December 31, 1998.  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 benefits of the
Plan as of December 31, 1998 and 1997,  and the changes in net assets  available
for benefits for the year ended December 31, 1998, 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  purposes as of December 31, 1998,  and
reportable  transactions  for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial  statements but
are  supplementary  information  required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure  under the Employee  Retirement  Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's  management.  The Fund  Information  in the  statement  of changes in net
assets  available for benefits is presented for purposes of additional  analysis
rather than to present the 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
financial statements taken as a whole.




                                               /s/ Ernst & Young LLP
                                   -------------------------------------------
                                                   Ernst & Young LLP


Pittsburgh, Pennsylvania
June 25, 1999


<PAGE>
<TABLE>
<CAPTION>

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


                                                                         December 31
                                                                   1998                 1997
                                                             --------------------------------------


<S>                                                          <C>                  <C>
Investments, at fair value:
   The George Putnam Fund of Boston                          $    8,687,884       $    8,741,371
   The Putnam Fund for Growth and Income                         14,247,551           12,191,995
   Putnam Income Fund                                             1,867,331            1,902,608
   Putnam Voyager Fund                                           17,086,413           12,685,425
   Putnam Asset Allocation:  Growth Portfolio                     2,417,163            1,849,272
   Putnam Asset Allocation:  Balanced Portfolio                   1,442,395            1,309,012
   Putnam Asset Allocation:  Conservative Portfolio                 489,228              691,494
   Putnam International Growth Fund                               2,541,968            1,916,443
   Loan Fund                                                        888,800            1,020,130
   Putnam Stable Value Fund                                       9,387,724            6,914,442
   Employer Stock Fund                                            6,350,462            5,988,605
   Guaranteed Interest Account                                      240,235                    -
   Alliance Bond Fund                                                   110                    -
   Alliance Common Stock Fund                                         1,474                    -
   Alliance Balanced Fund                                               782                    -
                                                             ---------------      ---------------
                                                                 65,649,520           55,210,797

Receivables
   Employer Contribution                                          1,050,313            2,503,906
                                                             ---------------      ---------------

Net assets available for benefits                            $   66,699,833       $   57,714,703
                                                             ===============      ===============


                             See accompanying notes.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
           STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
                              WITH FUND INFORMATION
                      FOR THE YEAR ENDED DECEMBER 31, 1998




                                            The George            The Putnam
                                           Putnam Fund         Fund for Growth        Putnam Income         Putnam Voyager
                                            of Boston             and Income              Fund                    Fund
                                        ------------------------------------------------------------------------------------

<S>                                     <C>                   <C>                   <C>                    <C>
Additions:
   Investment income:
      Interest and dividends            $        825,495      $      1,273,097      $         121,990      $      1,156,744
      Interest on participant loans                    -                     -                      -                     -
                                        -----------------     -----------------     ------------------     -----------------

         Total investment income                 825,495             1,273,097                121,990             1,156,744

   Net appreciation (depreciation)
      in fair value of investments                88,708               551,063                (52,737)            1,988,801
   Contributions:
      Matching                                   278,717               580,128                 95,212               827,454
      Contract                                   542,699             1,164,483                158,880             1,634,758
                                        -----------------     -----------------     ------------------     -----------------
         Total contributions                     821,416             1,744,611                254,092             2,462,212
                                        -----------------     -----------------     ------------------     -----------------

         Total additions                       1,735,619             3,568,771                323,345             5,607,757

Deductions:
   Withdrawals by participants                   902,071             1,226,126                273,699             1,263,484
   Expenses                                          662                 1,176                    258                 1,411
                                        -----------------     -----------------     ------------------     -----------------

         Total deductions                        902,733             1,227,302                273,957             1,264,895

Transfers to (from) funds                       (903,563)             (291,231)               (84,943)               35,508
Transfers from(to)  other plans                   17,190                 5,318                    278                22,618
Other                                                  -                     -                      -                     -
                                        -----------------     -----------------     ------------------     -----------------

         Net increase (decrease)
            in net assets available
            for benefits                         (53,487)            2,055,556                (35,277)            4,400,988

Net assets available for benefits:
   At beginning of year                        8,741,371            12,191,995              1,902,608            12,685,425
                                        -----------------     -----------------     ------------------     -----------------

   At end of year                       $      8,687,884      $     14,247,551      $       1,867,331      $     17,086,413
                                        =================     =================     ==================     =================

                             See accompanying notes.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
           STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
                              WITH FUND INFORMATION
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                                   (CONTINUED)


                                                                                       Putnam Asset
                                          Putnam Asset           Putnam Asset           Allocation:              Putnam
                                          Allocation:            Allocation:           Conservative          International
                                        Growth Portfolio      Balanced Portfolio        Portofolio            Growth Fund
                                        ------------------------------------------------------------------------------------

<S>                                     <C>                   <C>                   <C>                    <C>
Additions:
   Investment income:
      Interest and dividends            $         64,854      $         47,448      $          24,343       $        74,813
      Interest on participant loans                    -                     -                      -                     -
                                        -----------------     -----------------     ------------------     -----------------

         Total investment income                  64,854                47,448                 24,343                74,813

   Net appreciation (depreciation)
      in fair value of investments               190,790               100,368                 17,643               295,202
   Contributions:
      Matching                                   155,371                81,579                 25,908               143,357
      Contract                                   367,774               136,435                 35,336               373,030
                                        -----------------     -----------------     ------------------     -----------------
         Total contributions                     523,145               218,014                 61,244               516,387
                                        -----------------     -----------------     ------------------     -----------------

         Total additions                         778,789               365,830                103,230               886,402

Deductions:
   Withdrawals by participants                   199,993               170,254                 67,592               296,054
   Expenses                                          360                   172                     98                   221
                                        -----------------     -----------------     ------------------     -----------------

         Total deductions                        200,353               170,426                 67,690               296,275

Transfers to (from) funds                        (10,545)              (62,021)              (237,806)               30,900
Transfers from(to)  other plans                        -                     -                      -                 4,498
Other                                                  -                     -                      -                     -
                                        -----------------     -----------------     ------------------     -----------------

         Net increase (decrease)
            in net assets available
            for benefits                         567,891               133,383               (202,266)              625,525

Net assets available for benefits:
   At beginning of year                        1,849,272             1,309,012                691,494             1,916,443
                                        -----------------     -----------------     ------------------     -----------------

   At end of year                       $      2,417,163      $      1,442,395      $         489,228      $      2,541,968
                                        =================     =================     ==================     =================

                             See accompanying notes.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
           STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
                              WITH FUND INFORMATION
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                                   (CONTINUED)


                                                                Putnam Stable            Employer             Guaranteed
                                            Loan Fund             Value Fund            Stock Fund         Interest Account
                                        ------------------------------------------------------------------------------------

<S>                                     <C>                   <C>                   <C>                    <C>
Additions:
   Investment income:
      Interest and dividends            $              -      $        432,956      $         237,411      $              -
      Interest on participant loans               82,659                     -                      -                     -
                                        -----------------     -----------------     ------------------     -----------------

         Total investment income                  82,659               432,956                237,411                     -

   Net appreciation (depreciation)
      in fair value of investments                     -                     -             (1,040,309)               29,033
   Contributions:
      Matching                                         -                98,707              1,782,918                 6,767
      Contract                                         -             2,458,410                201,793                     -
                                        -----------------     -----------------     ------------------     -----------------
         Total contributions                           -             2,557,117              1,984,711                 6,767
                                        -----------------     -----------------     ------------------     -----------------

         Total additions                          82,659             2,990,073              1,181,813                35,800

Deductions:
   Withdrawals by participants                   167,520             2,457,233                515,234               584,185
   Expenses                                            -                 1,757                    286                 5,131
                                        -----------------     -----------------     ------------------     -----------------

         Total deductions                        167,520             2,458,990                515,520               589,316

Transfers to (from) funds                        (54,240)            1,886,438               (308,497)              (10,316)
Transfers from(to)  other plans                    7,771                (1,879)                 4,061               804,067
Other                                                  -                57,640                      -                     -
                                        -----------------     -----------------     ------------------     -----------------

         Net increase (decrease)
            in net assets available
            for benefits                        (131,330)            2,473,282                361,857               240,235

Net assets available for benefits:
   At beginning of year                        1,020,130             6,914,442              5,988,605                     -
                                        -----------------     -----------------     ------------------     -----------------

   At end of year                       $        888,800      $      9,387,724      $       6,350,462      $        240,235
                                        =================     =================     ==================     =================

                             See accompanying notes.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
           STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
                              WITH FUND INFORMATION
                      FOR THE YEAR ENDED DECEMBER 31, 1998
                                   (CONTINUED)


                                         Alliance         Alliance Common        Alliance         Contributions
                                         Bond Fund           Stock Fund        Balanced Fund        Receivable         Total Funds
                                        --------------------------------------------------------------------------------------------

<S>                                     <C>              <C>                  <C>                 <C>                 <C>
Additions:
   Investment income:
      Interest and dividends            $         -      $             -      $            -      $            -      $   4,259,151
      Interest on participant loans                                                                            -             82,659
                                        ------------     ----------------     ---------------     ---------------     --------------

         Total investment income                  -                    -                   -                   -          4,341,810

   Net appreciation (depreciation)
      in fair value of investments              461               18,561              10,488                   -          2,198,072
   Contributions:
      Matching                                    -                   15                  16          (1,453,593)         2,622,556
      Contract                                    -                    -                   -                   -          7,073,598
                                        ------------     ----------------     ---------------     ---------------     --------------
         Total contributions                      -                   15                  16          (1,453,593)         9,696,154
                                        ------------     ----------------     ---------------     ---------------     --------------

         Total additions                        461               18,576              10,504          (1,453,593)        16,236,036

Deductions:
   Withdrawals by participants               16,344              252,796              99,632                   -          8,492,217
   Expenses                                      69                  951                 388                   -             12,940
                                        ------------     ----------------     ---------------     ---------------     --------------

         Total deductions                    16,413              253,747             100,020                   -          8,505,157

Transfers to (from) funds                     3,365                5,090               1,861                   -                  -
Transfers from(to)  other plans              12,697              231,555              88,437                   -          1,196,611
Other                                             -                    -                   -                   -             57,640
                                        ------------     ----------------     ---------------     ---------------     --------------

         Net increase (decrease)
            in net assets available
            for benefits                        110                1,474                 782          (1,453,593)         8,985,130

Net assets available for benefits:
   At beginning of year                           -                    -                   -           2,503,906         57,714,703
                                        ------------     ----------------     ---------------     ---------------     --------------

   At end of year                       $       110      $         1,474      $          782      $    1,050,313      $  66,699,833
                                        ============     ================     ===============     ===============     ==============

                             See accompanying notes.

</TABLE>
<PAGE>

                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
                NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
                                DECEMBER 31, 1998


1.      Description of Plan

        The following  description  of the Equitable  Resources,  Inc.  Employee
        Savings  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, 1985, by
        Equitable  Resources,  Inc.  and certain  subsidiaries  (the  Company or
        Companies).

        All  regular,  full-time,  non-union  employees  of  the  Companies  are
        eligible to participate in the Plan  immediately  upon hire. The Plan is
        subject to the provisions of the Employee Retirement Income Security Act
        of 1974 (ERISA).

        Effective  January 1, 1998,  assets from  another  plan  sponsored  by a
        division of Equitable Resources,  Inc., Union Drilling, were merged into
        the Plan.  The  amount  of assets  transferred  was  approximately  $1.1
        million.  Participants'  balances from this former plan were distributed
        during 1998 as a result of the sale of the division,  which  occurred in
        the fourth quarter of 1997.

        Contributions

        Participants  can elect to  contribute  between  1% and 15% of  eligible
        earnings  to  the  Plan,  subject  to  Internal  Revenue  Service  (IRS)
        limitations.   These   contributions   are   referred   to  as  contract
        contributions.   The  Company   will  match  50%  of  the  first  6%  of
        participants contract contributions.

        In  addition,  beginning  in 1997,  the  Company  shall  make a  special
        contribution for certain  participants.  The special  contribution shall
        equal 4% of compensation, as defined in the Plan. These participants are
        also eligible to receive a performance contribution at the discretion of
        the  Company.  The  performance  contribution  is  based  on the  annual
        performance  of the  participants'  business  units.  Except  for  1997,
        participants  must be  employed  on the  last  day of the  Plan  year to
        receive the performance contribution.  Matching, special and performance
        contributions  are collectively  referred to as employer  contributions.
        Amounts accumulated for the special and performance  contribution cannot
        be used  for  loans.  All  contributions  are  allocated  to  individual
        participant   accounts.   In  1998  the  Company   offered  a  voluntary
        resignation program (VRP). For those participants who were a part of the
        VRP,  the  special   contribution  was  increased  to  12%  of  eligible
        compensation   for  1998.   Participants   impacted   by  the  VRP  were
        automatically vested in all employer contributions.

<PAGE>
                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
                NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
                                DECEMBER 31, 1998


1.      Description of Plan (Continued)

        Rollover Contributions

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

        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  employer  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 are used to reduce
        the amount of the Company's  future employer  contributions to the Plan.
        In 1998  forfeitures  of  approximately  $224,000  were  used to  offset
        contributions.

        Upon retirement, death, total and permanent disability or termination of
        the Plan,  a  participant  is  entitled to receive the full value of any
        employer 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.

<PAGE>
                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
                NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
                                DECEMBER 31, 1998


1.      Description of Plan (Continued)

        Loans to Participants

        A participant may borrow money from the Plan in amounts up to 50% of the
        value of the participant's  account, plus the vested portion of employer
        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.

        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
        investment 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
               50-75%  of  the  total  assets  of the  Fund  with  fixed  income
               securities  ranging  between  25-50% of the  total  assets of the
               Fund.

<PAGE>
                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
                NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
                                DECEMBER 31, 1998


1.      Description of Plan (Continued)

        Investment of Contributions (Continued)

        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.

        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.  The annual  interest rate for the Putnam Stable Value Fund
               was 5.77%  and 5.9% for the years  ended  December  31,  1998 and
               1997, respectively.

        j.     Employer Stock Fund - invests in the common stock of the Company.

2.      Summary of Significant Accounting Policies

        Investments

        Short-term  investments are valued at cost, which  approximates  market.
        The Equitable Resources,  Inc. Common Stock is valued at market price as
        quoted on the New York Stock  Exchange.  The  contracts  included in the
        Putnam  Stable Value Fund are valued at face value,  which  approximates
        market.  Other investments are valued at market.  There were 218,042 and
        169,289 shares of Company common stock as of December 31, 1998 and 1997,
        respectively.

<PAGE>
                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
                NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
                                DECEMBER 31, 1998


2.      Summary of Significant Accounting Policies (Continued)

        Use of Estimates

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

        Certain  prior year  amounts have been  reclassified  to comply with the
        current year presentation.

3.      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.

4.      Income Tax Status of Plan

        The Plan has received a determination  letter from the Internal  Revenue
        Service dated October 11, 1994, stating that the Plan is qualified under
        Section 401(a) of the Internal  Revenue Code (the Code) and,  therefore,
        the related trust is exempt from taxation.  Once qualified,  the Plan is
        required  to  operate  in  conformity  with  the  Code to  maintain  its
        qualification.  The  Plan  Administrator  believes  the  Plan  is  being
        operated in compliance with the applicable requirements of the Code and,
        therefore,  believes that the Plan is qualified and the related trust is
        tax-exempt.

5.      Transfers in From Another Company Plan

        In July 1997, the Company  completed its acquisition of Northeast Energy
        Services,  Inc. (NORESCO).  NORESCO had a defined contribution plan that
        was liquidated in 1998 with the assets being  transferred into the Plan.
        As of January 1, 1998, all former NORESCO  employees  became eligible to
        participate  in the Plan.  Rollovers  from NORESCO  employees  have been
        included in employee contributions.

<PAGE>
                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN
                NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED
                                DECEMBER 31, 1998


6.      Year 2000 (Unaudited)

        The Plan  Sponsor  has  determined  that no  internal  computer  systems
        significantly  affect  the  Plan  as the  Plan's  operations  have  been
        outsourced to third party service providers. Plan management established
        formal   communications  with  its  third  party  service  providers  to
        determine that they have developed  plans to address their own year 2000
        problems as they relate to the Plan's operations.  All significant third
        party  service   providers  have  indicated  that  they  are  year  2000
        compliant.  Plan management has not developed a contingency plan because
        they are confident that all systems are year 2000 ready.

<PAGE>




                            SUPPLEMENTARY INFORMATION




<PAGE>
<TABLE>
<CAPTION>

                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN

                                   Schedule 1
                            Plan 202 EIN: 25-0464690
                 Item 27(a) Assets Held for Investment Purposes
                                December 31, 1998



Column A                       Column B                                      Column C                   Column D        Column E
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                          Description of                                 Current
                         Identity of Issue                                  Investment                    Cost            Value
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                                        <C>                        <C>             <C>
  *          The George Putnam Fund of Boston                              481,590 units              $  7,988,119    $  8,687,884

  *          The Putnam Fund for Growth and Income                         695,342 units              $ 13,063,902    $ 14,247,551

  *          Putnam Income Fund                                            269,846 units              $  1,886,636    $  1,867,331

  *          Putnam Voyager Fund                                           779,490 units              $ 13,683,948    $ 17,086,413

  *          Putnam Asset Allocation:  Growth Portfolio                    177,341 units              $  2,154,907    $  2,417,163

  *          Putnam Asset Allocation:  Balanced Portfolio                  120,099 units              $  1,324,235    $  1,442,395

  *          Putnam Asset Allocation:  Conservative Portfolio               47,132 units              $    469,326    $    489,228

  *          Putnam International Growth Fund                              132,188 units              $  2,213,098    $  2,541,968

             Loan Fund                                                        8% - 10%                         N/A    $    888,800

  *          Putnam Stable Value Fund                                     9,387,724 units             $  9,387,724    $  9,387,724

  *          Employer Stock Fund                                   218,042 shares of common stock     $  6,099,227    $  6,350,462

             Guaranteed Interest Account                                       5.75%                  $    240,235    $    240,235

             Alliance Bond Fund                                               2 units                 $        110    $        110

             Alliance Common Stock Fund                                       2 units                 $      1,474    $      1,474

             Alliance Balanced Fund                                           5 units                 $        782    $        782

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

             *   Party in interest to the Plan.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                            EQUITABLE RESOURCES, INC.
                              EMPLOYEE SAVINGS PLAN

                                   Schedule 2
                            Plan 202 EIN: 25-0464690
                       Item 27(d) Reportable Transactions
                      For the Year Ended December 31, 1998

Series transactions, when aggregated, including an amount in excess of five percent of the current value of plan assets:

 Column A                    Column B                     Column C        Column D       Column G         Column H         Column I
- ------------------------------------------------------------------------------------------------------------------------------------
Identity of                                                                                            Current Value
   Party                                                 Purchase         Selling         Cost of        of Asset on       Net Gain
 Involved           Description of Investment              Price           Price           Asset      Transaction Date     or (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>           <C>                                       <C>             <C>             <C>              <C>               <C>
 Category
  (iii)

  Putnam      The George Putnam Fund of Boston          $ 2,277,943                     $ 2,277,943      $ 2,277,943
  Putnam      The George Putnam Fund of Boston                          $ 2,420,139     $ 2,114,345      $ 2,420,139       $305,794
  Putnam      The Putnam Fund for Growth and Income     $ 4,808,790                     $ 4,808,790      $ 4,808,790
  Putnam      The Putnam Fund for Growth and Income                     $ 3,304,296     $ 3,010,148      $ 3,304,296       $294,148
  Putnam      Putnam Voyager Fund                       $ 5,638,709                     $ 5,638,709      $ 5,638,709
  Putnam      Putnam Voyager Fund                                       $ 3,226,522     $ 2,807,149      $ 3,226,522       $419,373
  Putnam      Employer Stock Fund                       $ 3,970,276                     $ 3,970,276      $ 3,970,276
  Putnam      Employer Stock Fund                                       $ 2,568,114     $ 2,563,852      $ 2,568,114        $ 4,262
  Putnam      Putnam Stable Value Fund                  $ 8,037,706                     $ 8,037,706      $ 8,037,706
  Putnam      Putnam Stable Value Fund                                  $ 5,357,609     $ 5,357,609      $ 5,357,609            $ -

There were no category (i), (ii) or (iv) transactions.

</TABLE>
<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 PLAN
                                   -------------------------------------------
                                                 (Name of Plan)




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






   June 29, 1999


<PAGE>


                              EXHIBIT INDEX



Exhibit No.                     Description                 Sequential Page No.

    23              Consent of Independent Auditors                  18




                                                                     Exhibit 23


                         Consent of Independent Auditors



We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.33-00252)  pertaining to the Equitable  Resources,  Inc. Employee Savings
Plan of our report dated June 25, 1999, with respect to the financial statements
and schedules of the Equitable Resources, Inc. Employee Savings Plan included in
this Annual Report (Form 11-K) for the year ended December 31, 1998.










                                            /s/ Ernst & Young LLP
                                   -------------------------------------------
                                                Ernst & Young LLP





Pittsburgh, Pennsylvania
June 25, 1999


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