Exhibit 10.06

                 RETIREMENT PROGRAM FOR THE BOARD OF
                DIRECTORS OF EQUITABLE RESOURCES, INC.

                                  I
                               BENEFITS

   After the effective date of this program, any qualified
Director who (1) retires after reaching the mandatory
retirement age (at present, 72 years) with at least sixty
(60) months of service as a Director, or (2) retires prior
to the mandatory retirement age with at least 120 months of
service as a Director (including any service as a Director
prior to July 12, 1984) shall be entitled to receive a
benefit equal to the quarterly retainer paid to Directors
effective the date such Director's service terminates. The
benefit shall be paid quarterly for forty (40) quarters or
until death, whichever shall first occur.

   Any qualified Director who retires prior to the
mandatory retirement age with less than 120 months of
service shall be entitled to receive a benefit payable for
forty (40) quarters or until death, whichever shall first
occur, equal to 50 percent of the quarterly retainer paid to
Directors effective the date such Director's service
terminates, plus 10 percent for each additional twelve
 (12) months of service in excess of sixty (60) months as a
Director.

   All rights of a Director under this program shall be
mere unsecured creditors' rights against the Company, with
no rights to the assets of the Company (or any trust in
which assets are held for purposes of this program) superior
to that of any other general unsecured creditor.

   Participant's rights payable under the Plan are not
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge or encumbrance. Such rights may
not be subject to the debts, contracts, liabilities,
engagements or torts of the participants or the
participant's beneficiaries.

                                  II
                            QUALIFICATIONS

   All nonemployee Directors who have reached the age of
fifty-eight (58) years or older at the date of retirement as
a Director with at least sixty (60) months of service as a
Director. A Director's status as to being an employee
Director or a nonemployee Director shall be determined at
the date of retirement from the Board. Service shall include
the time Director was an employee Director.

                                 III
                               PAYMENTS

   Payments as set forth above shall continue as set forth
provided the nonemployee Director, if physically able,
remains available for consultative services.

                                  IV
                              AMENDMENTS

   The Company reserves the right to alter, amend or
discontinue this program at any time.

                                  V
                            EFFECTIVE DATE

   The effective date of this program shall be July 12,
1984. This program has been amended and restated through
August 1, 1989.