Exhibit 4.01 (c)


                   Resolution Adopted June 26, 1986 by the Finance
                  Committee of the Board of Directors of the Company
                     Establishing the Terms of the $75 Million of
                     Debentures, 8-1/4 % Series Due July 1, 1996




                RESOLVED, That in accordance with Section 301 of the
          Indenture dated as of April 1, 1983 (the "Indenture") from
          Equitable Resources, Inc. (the "Company") to Bankers Trust
          Company, as trustee (the "Trustee"), there is hereby established
          for authentication and delivery by the Trustee the second series
          of Securities (such series being referred to herein as the
          "Debentures") of the Company to be issued under the Indenture,
          having the following terms and provisions in addition to the
          terms and provisions established by the Indenture:

               1.1 Title. The title of the Debentures shall be "Debentures,
          8-1/4 % Series Due July 1, 1996".

               2.1 Principal Amount. The aggregate principal amount of the
          Debentures which may be authenticated and delivered under the
          Indenture (except for Debentures authenticated and delivered upon
          registration of transfer of, or in exchange for, or in lieu of,
          other Debentures pursuant to Section 304, 305, 306, 906 or 1107
          of the Indenture) shall be limited to $75,000,000.

               3.1 Maturity. The principal of the Debentures shall be
          payable on July 1, 1996.

               4.1 Interest Rate. The Debentures shall bear interest at the
          rate of 8-1/4% per annum until the principal thereof is paid or
          made available for payment and (to the extent that the payment of
          such interest shall be legally enforceable) at the same rate per
          annum on any overdue principal and on any overdue installment of
          interest.

               4.2 Interest Accrual. Interest on the Debentures shall
          accrue from the date of the original issue of any of the
          Debentures or from the most recent Interest Payment Date (as
          specified in Section 4.3 below) to which interest has been paid
          or duly provided for.

               4.3 Interest Payment Dates. The Interest Payment Dates on
          which interest on the Debentures shall be paid or duly provided
          for shall be semi-annually on January 1 and July 1 in each year,
          commencing January 1, 1987.

               4.4 Regular Record Dates. The Regular Record Dates for the
          interest on the Debentures so payable on any Interest Payment
          Date (as specified in Section 4.3 above) shall be December 15 or
          June 15 (whether or not a Business Day), as the case may be,
          next preceding such Interest Payment Date.

               5.1 Place of Payment. Principal of the Debentures shall be
          payable at the office or agency of the Company maintained for
          that purpose in the Borough of Manhattan, the City of New York,
          New York. Unless otherwise designated by the Company in a written
          notice to the Trustee, such office or agency in the Borough of
          Manhattan for the above purpose shall be the Corporate Trust
          Office of the Trustee. Interest on the Debentures shall be
          payable by check mailed to the registered address of the holder
          of record on the Regular Record Date for such interest payment or
          may be made in any other manner not unacceptable to the Trustee.

               6.1 Redemption. The Debentures shall not be subject to
          redemption, in whole or in part, prior to their stated maturity.

               7.1 Denominations. As contemplated by the Indenture, the
          Debentures shall be issuable in denominations of $1,000 and any
          integral multiple thereof.

               8.1 Convertibility. The Debentures shall not be convertible
          into shares of capital stock or other securities of the Company.

               9.1 Repayment. Except as provided in Section 10.1 hereof,
          the Company shall have no obligation to repay the Debentures (at
          the option of Holders or otherwise) prior to the Maturity of the
          Debentures (as specified in Section 3.1 above).

               10.1 Acceleration. The principal amount of the Debentures
          (and not a portion thereof) shall be payable upon declaration of
          acceleration of the Maturity thereof pursuant to Section 502 of
          the Indenture.

               11.1 Section 403 of Indenture.  Section 403 of the Indenture
          shall apply to the Debentures.

               12.1 Other Provisions. The Debentures shall have no other
          terms than as set forth in this Board Resolution and the
          Indenture or as may be set forth in any indenture or indentures
          supplemental to the Indenture.

               Capitalized terms used in this Board Resolution have the
          meanings set forth in the Indenture unless otherwise indicated or
          the context indicates otherwise.