Exhibit 10.09

                   EQUITABLE RESOURCES, INC. AND SUBSIDIARIES

                     Short-Term Incentive Compensation Plan
                             (Effective March 1997)

1. For each plan calendar year, the Compensation  Committee (Committee)
   shall approve:

          Participants eligible for awards.

          Target awards for each participant.

          A net income threshold which must be met before the plan is funded.

          An estimate of the  incentive  fund  required  based on the  aggregate
         estimated target awards for the participants for that year.

2. Each participant's target award shall be allocated to various corporate, unit
   and  personal  performance   measures.   Objectives  and/or  goals  shall  be
   established for each performance measure consistent with Equitable Resources'
   business plan.

3. Following the close of the plan year, each participant's  targeted award will
   be adjusted to reflect  corporate,  unit and individual  performance  against
   their pre-established  goals and objectives.  Targeted awards can be enhanced
   by up to 50% based on  performance.  The targeted award becomes a recommended
   award after this performance evaluation process.

   The Chief Executive  Officer shall review the  recommended  awards to ensure
   that  each   participant's   performance  is  objectively  and   consistently
   evaluated.

4. Following the completion of the Company's  consolidated  financial statements
   for the calendar year, the incentive fund shall be determined  based upon the
   Company's net income  financial  performance.  This net income number will be
   multiplied by a  pre-determined  range of percentages to determine the amount
   of funding for the pool. These funding percentages range from 1.7% to 4.5% of
   net income. In no event will the incentive fund exceed 4.5% of net income.

   Should the Company's financial performance level be less than the net income
   threshold as determined by the  Committee,  there shall be no incentive  fund
   for that plan  calendar  year and no incentive  awards  shall be  authorized,
   unless the Committee at its sole discretion determines otherwise.

   Should the Company's  financial  performance  be equal to or higher than the
   threshold for plan awards,  net income will be multiplied by the  appropriate
   net income funding percentage to fund the Plan.

   Should the sum of the  recommended  awards be less than or greater  than the
   total recommended  awards,  each participant will receive a percentage of the
   incentive  fund based on their overall  percentage  share of the  recommended
   award  total.  In no case will an  employee  receive  more than 100% of their
   salary in incentive compensation.

   The  Committee  shall   authorize  the  actual   incentive  award  for  each
   participant including any adjustments it may make thereto.

5. The actual incentive award shall be paid to each participant at such time and
   in such periodic amount as the Committee shall, from time to time, determine,
   provided however, that in no event shall the payments extend beyond three (3)
   months from the date the Committee authorizes the actual incentive awards.

6. The  actual  incentive  award,  once  authorized,  by the  Committee,  may be
   subsequently  revoked should the  participant's  employment  with the Company
   terminate;  provided  however,  that upon  normal  retirement  or death,  all
   authorized  actual  incentive  awards  become due and  payable  and  provided
   further,  that  revocation  shall not be applicable  where the  participant's
   termination  of  employment  is caused  directly or indirectly by a change in
   control of the  Company.  (Change in control of the Company is defined as the
   acquisition of 10% or more of the Company's  outstanding voting shares and/or
   a change  in the  majority  of the Board of  Directors  as a result of a cash
   tender offer or exchange offer, merger or other business combination, sale of
   assets  or  contested  election,  or any  combination  of these  transactions
   without the prior consent of the Board of Directors.)

7. The Company's Short-Term  Incentive  Compensation Plan may be canceled at the
   discretion of the Board of Directors,  but such cancellation shall not affect
   actual incentive awards previously authorized.