December 15, 1995



Mr. Donald I. Moritz
Chairman of the Executive Committee
Equitable Resources, Inc.
420 Boulevard of the Allies
Pittsburgh, PA  15219

Dear Mr. Moritz:

This is to advise you that on December 14, 1995, the  Compensation  Committee of
the Board of  Directors  of the Company  adopted a  resolution  authorizing  the
payment of $60,000 to you for consulting services for the period January 1, 1996
through June 30, 1996, such payment to be made in the amount of $10,000 monthly.
The Agreement for Consulting  Services dated December 31, 1994,  between you and
Equitable  Resources,  inc., is therefore  amended by adoption of the resolution
and said Agreement will terminate as of June 30, 1996.

Please indicate your acceptance of this amendment by signing below.

Very truly yours,

EQUITABLE RESOURCES, INC.


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By   Frederick H. Abrew
      President and Chief Executive Officer


APPROVED AND ACCEPTED


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Donald I. Moritz