Exhibit l0.02 (b)

          June 26, 1989



          Mr. Frederick H. Abrew
          Executive Vice President - Utility Services
          Equitable Gas Company
          420 Boulevard of the Allies
          Pittsburgh, Pennsylvania 15219

          Re:  Employment Agreement dated as of
               March 18, 1988

          Dear Mr. Abrew:

               This is to advise you that, pursuant to a recommendation by
          the Compensation Committee of the Board of Directors that
          executive employment contracts be amended to reflect a recent
          change in the Company's executive retirement policy, Section 2 of
          your Employment Agreement dated as of March 18, 1988 shall be
          amended effective June 1, 1989 by deleting the phrase "(i) the
          Executive's sixty-fifth (65th) birthday" and substituting
          therefore "(i) the date of the Executive's retirement in
          accordance with the provisions of the Company's retirement policy
          as set forth in its Management Manual."

               All other terms and conditions of the Employment Agreement
          shall remain unaltered by this Amendment.


               Please indicate your acceptance of this amendment by signing
          below.


          Very truly yours,

          EQUITABLE RESOURCES, INC.



          By
             President and Chief Executive Officer


          APPROVED AND ACCEPTED





          Frederick H. Abrew