Exhibit 10.04 (a)

                       EQUITABLE RESOURCES, INC.

                          Board of Directors
                    Deferred Compensation Agreement



     THIS AGREEMENT, made and executed this 15th day of
December, 1989 by and between Equitable Resources, Inc.,
herein designated as "Equitable", and Barbara B. Sullivan,
herein designated as the "Participant."


                              WITNESSETH:

     WHEREAS, the Participant is currently a member of the
Board of Directors of Equitable as a Director or an Advisory
Director; and

     WHEREAS, Equitable and the Participant desire to defer
all of the fees arising from the above-stated relationship.

     NOW, THEREFORE, the parties hereby agree as follows:


Section 1 - Account

     1.1)  Effective January 1, 1990, the Participant herein
elects to defer, under the terms of this Agreement, all
compensation earned for his/her service as a Director or an
Advisory Director of Equitable for the calendar year 1990.
     1.2)  Equitable shall establish a bookkeeping account,
hereinafter referred to as the "Account", and shall credit
to the Account the amounts of the deferred fees.


     1.3)  Interest shall be credited to the Account
monthly.  The rate of interest shall be the same as the
yield for 30-day Treasury Bills applicable to the first day
of such month.
Section 2 - Payment
     2.1)  All amounts credited to the Account on the
Participant's behalf shall be payable in one lump sum by
Equitable to the Participant on _______________ (date
selected by the Participant) but in no event later than
sixty (60) days after the Participant ceases to be a
Director or an Advisory Director of Equitable.  Unless a
date specific is selected by the Participant, the
distribution will be made within sixty (60) days after the
Participant ceases to be a Director or an Advisory Director
of Equitable; provided, however, that nothing contained in
this Section 2.1 shall negate the provisions of Section 2.3
below.
     2.2)  In the event of the death of the Participant,
such payment shall be made to the Participant's beneficiary.
For purposes of the Agreement, "beneficiary" means any
person(s) or trust(s) or combination of these, last
designated by the Participant to receive benefits provided


under this Agreement.  Such designation shall be in writing
filed with the Compensation Committee of the Board of
Directors (the "Committee") and shall be revocable at any
time through written instrument similarly filed without
consent of any beneficiary.  In the absence of any
designation, the beneficiary shall be the Participant's
spouse, if surviving, otherwise, all amounts payable
hereunder shall be delivered by Equitable to the executors
and administrators of the Participant's estate for
administration as a part thereof.
     2.3)  For financial reasons, the Participant may apply
to the Committee for withdrawal from the Agreement prior to
the Payment Date.  Such early withdrawal shall lie within
the absolute discretion of the Committee.  Upon approval
from the Committee, and within fifteen (15) days thereafter,
the Participant will be deemed to have withdrawn from the
Agreement and a distribution, in the amount necessary, will
be made in a one-time payment.  Amounts still payable to the
Participant after the application of this Paragraph 2.3
shall be distributed pursuant to the foregoing Paragraphs of
this Section 2.






Section 3 - Miscellaneous Provisions
     3.1)  Nothing contained in this Agreement and no action
taken pursuant to the provisions of this Agreement shall
create or be construed to create a trust of any kind, or a
fiduciary relationship between Equitable and the
Participant, his/her designated beneficiary or any other
person.  Any fees deferred under the provisions of this
Agreement shall continue for all purposes to be a part of
the general funds of Equitable.  To the extent that any
person acquires a right to receive payment from Equitable
under this Agreement, such right shall be no greater than
the right of any unsecured general creditor of Equitable.
     3.2)  The right of the Participant or any other person
to the payment of deferred fees under this Agreement shall
not be assigned, transferred, pledged or encumbered except
by will or by the laws of descent and distribution.
     3.3)  If the Committee shall find that any person to
whom any payment is payable under this Agreement is unable
to care for his/her affairs because of illness or accident,
or is a minor, any payment due (unless a prior claim
therefor shall have been made by a duly appointed guardian,
committee or other legal representative) may be paid to the


spouse, child, a parent, or a brother or sister, or to any
person deemed by the Committee to have incurred expense for
such person otherwise entitled to payment, in such manner
and proportions as the Committee may determine.  Any such
payment shall be a complete discharge of the liabilities of
Equitable under this Agreement.
     3.4)  Nothing contained herein shall be construed as
conferring upon the Participant the right to continue in the
service of Equitable as a member of the Board of Directors.
     3.5)  This Agreement shall be binding upon and inure to
the benefit of Equitable, its successors and assigns and the
Participant and his/her heirs, executors, administrators and
legal representatives.
     3.6)  Equitable may terminate this Plan at any time.
Upon such termination, the Committee shall dispose of any
benefits of the Participant as provided in Section 2.
     Equitable may also amend the provisions of this Plan at
any time; provided, however, that no amendment shall affect
the rights of the Participant, or his/her beneficiaries, to
the receipt of payment of benefits to the extent of any
compensation deferred before the time of the amendment.



     This Agreement shall terminate when the payment due
under this Agreement is made.
     3.7)  This Agreement shall be construed in accordance
with and governed by the laws of the Commonwealth of
Pennsylvania.
Section 4 - Committee
     4.1)  The Committee's interpretation and construction
of the Agreement, and the actions thereunder, including the
amount or recipient of the payment to be made therefrom,
shall be binding and conclusive on all persons for all
purposes.  The Committee members shall not be liable to any
person for any action taken or omitted in connection with
the interpretation and administration of this Agreement
unless attributable to his/her own willful misconduct or
lack of good faith.
     IN WITNESS WHEREOF, Equitable has caused this Agreement
to be executed by its duly authorized officers and the
Participant has hereunto set his/her hand as of the date
first above written.












ATTEST:                          EQUITABLE RESOURCES, INC.




s/ Audrey C. Moeller             s/ D. I. Moritz
   Vice President and               President and
   Corporate Secretary              Chief Executive Officer




WITNESS:                         (Participant)




s/ Douglas Grymes                s/ Barbara Sullivan