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                                                                 EXHIBIT 4.01(b)

[EQUITABLE RESOURCES LOGO]

One Oxford Centre, Suite 3300
Pittsburgh, PA  15219-6401


                                   CERTIFICATE


          I, JEAN F. MARKS, do certify that I am Assistant Corporate Secretary
of Equitable Resources, Inc., a corporation organized and existing under the
laws of the Commonwealth of Pennsylvania, and that the following is a true and
correct copy of a resolution adopted at a regular meeting of the Board of
Directors of said Company held October 17, 2002, a quorum being present and
acting throughout. I further certify that the resolution has not been amended
since that time and remains in full force and effect.

          WHEREAS, the Company desires to enter into a Purchase
     Agreement (the "Purchase Agreement") by and among the Company,
     Bank of America Securities LLC, JP Morgan and other initial
     purchasers (collectively, the "Initial Purchasers") pursuant to
     which the Company will issue and sell to the Initial Purchasers
     Notes due 2012 in an aggregate principal amount of up to
     $200,000,000 with an interest rate that shall not exceed 6.00%
     (the "Notes");

          WHEREAS, the Notes will be issued under the July 1, 1996
     Indenture (the "Indenture") between the Company and Bank of
     Montreal Trust Company, in its capacity as trustee (the
     "Trustee"), which will be amended in connection with the Note
     Transaction;

          WHEREAS, the Company is in the process of preparing a
     Preliminary Offering Memorandum (the "Preliminary Offering
     Memorandum") with respect to the Notes to be distributed to the
     Initial Purchasers and other prospective investors;

          WHEREAS, the Company desires to circulate a final Offering
     Memorandum (the "Final Offering Memorandum") with respect to the
     Notes to the Initial Purchasers and other investors;

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          WHEREAS, the Company desires to enter into a Registration
     Rights Agreement (the "Registration Rights Agreement") by and
     among the Company and the Initial Purchasers pursuant to which
     the Company agrees to file with the United States Securities and
     Exchange Commission a registration statement (the "Registration
     Statement") under the Securities Act of 1933, as amended (the
     "Securities Act"), relating to another series of debt securities
     of the Company with terms substantially identical to the Notes
     (the "Exchange Notes") to be offered in exchange for the Notes
     (the "Exchange Offer"); and

          WHEREAS, the issuance and sale of the Notes, the execution,
     delivery and performance of the Purchase Agreement and the
     Registration Rights Agreement, the amendment of the Indenture,
     the circulation of the Preliminary Offering Memorandum and the
     Final Offering Memorandum, the Exchange Offer and the other
     actions of the Company related to and in furtherance of the
     foregoing are herein referred to as the "Note Transaction".

     AUTHORIZATION OF THE NOTES

          NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors
     hereby approves the proposed issuance and sale (the "Offering")
     by the Company of the Notes to the Initial Purchasers for
     purposes of resale by the Initial Purchasers pursuant to Rule
     144A and Regulation S under the Securities Act;

          RESOLVED FURTHER, that the Chairman, President, and Chief
     Executive Officer and the Executive Vice President and Chief
     Financial Officer and any other officers or assistant officers of
     the Company or its subsidiaries that any of them may designate in
     writing from time to time (the "Designated Officers"), be, and
     each of them hereby is, authorized and directed, in the name and
     on behalf of the Company to negotiate the form, terms and
     provisions of the Notes, and to execute and deliver up to
     $200,000,000 aggregate principal amount of the Notes, with an
     interest rate not to exceed 6.00%, in accordance with the terms
     and provisions of the Indenture and these resolutions;

     PURCHASE AGREEMENT

          RESOLVED FURTHER, that the Designated Officers be, and each
     of them hereby is, authorized and directed, in the name and on
     behalf of the Company and under its corporate seal or otherwise,
     to negotiate the form, terms and provisions of the Purchase
     Agreement, and to execute and deliver the Purchase Agreement;

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     INDENTURE

          RESOLVED FURTHER, if the Company and the Initial Purchasers
     agree that the Indenture be amended pursuant to the Note
     Transaction, that the Designated Officers be, and each of them
     hereby is, authorized and directed, in the name and on behalf of
     the Company and under its corporate seal or otherwise, to
     negotiate the form, terms and provisions of the amendments to the
     Indenture, and to execute and deliver the amended Indenture;

          RESOLVED FURTHER, that the Trustee be, and it hereby is,
     directed to authenticate, when executed by the Company, up to
     $200,000,000 aggregate principal amount of the Notes with an
     interest rate not to exceed 6.00%, and if and when issued in the
     Exchange Offer pursuant to the terms and conditions of the
     Registration Rights Agreement, the Exchange Notes, and to deliver
     the same to the Company upon written order, signed by any
     Designated Officer in accordance with the Indenture, and
     thereafter to authenticate and deliver all such other securities
     as may be necessary upon surrender of, or in exchange for, or in
     lieu of, any outstanding securities, in accordance with the terms
     of the Indenture;

     REGISTRATION RIGHTS AGREEMENT

          RESOLVED FURTHER, that the Designated Officers be, and each
     of them hereby is, authorized and directed, in the name and on
     behalf of the Company and under its corporate seal or otherwise,
     to negotiate the form, terms and provisions of the Registration
     Rights Agreement, and to execute and deliver the Registration
     Rights Agreement, providing for, among other things, an agreement
     by the Company to prepare and file, (i) the Registration
     Statement with respect to the Exchange Offer of the Notes for the
     Exchange Notes in order to permit the Exchange Notes to be freely
     tradable after the Exchange Offer without further registration
     under the Securities Act, or (ii) in lieu thereof or in addition
     thereto, a shelf registration statement with respect to the
     resale of the Exchange Notes (the "Shelf Registration Statement")
     under the Securities Act;

     AUTHORIZATION OF EXCHANGE NOTES

          RESOLVED FURTHER, that the Designated Officers be, and each
     of them hereby is, authorized and directed, in the name and on
     behalf of the Company and under its corporate seal or otherwise,
     to negotiate the form, terms and provisions of the Exchange
     Notes, and to execute and deliver the Exchange Notes or any
     certificates or other instruments evidencing the Exchange Notes
     in accordance with the terms and provisions of the Indenture and
     the Registration Rights Agreement;

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     LETTER OF REPRESENTATIONS

          RESOLVED FURTHER, that the Company be, and it hereby is,
     authorized to deposit the Notes with the Trustee as agent for The
     Depository Trust Corporation ("DTC") and that the Designated
     Officers be, and each of them hereby is, authorized and directed,
     in the name and on behalf of the Company and under its corporate
     seal or otherwise, to negotiate the form, terms and provisions of
     the Letter of Representations (the "Letter of Representations")
     proposed to be entered into among the Company, the Trustee and
     DTC, and to execute and deliver the Letter of Representations;

          RESOLVED FURTHER, that the appointment of DTC as depositary
     for the Notes and the Exchange Notes is hereby approved and
     authorized;

     OFFERING MEMORANDUM

          RESOLVED FURTHER, that the Designated Officers be, and each
     of them hereby is, authorized and empowered, in the name and on
     behalf of the Company and under its corporate seal or otherwise,
     to negotiate the form and provisions of the Preliminary Offering
     Memorandum and to create the Final Offering Memorandum and to
     make such other amendments, modifications or supplements to the
     Final Offering Memorandum after its circulation, and to cause the
     distribution of the Final Offering Memorandum and such
     amendments, modifications or supplements, in such form as such
     officer or officers shall, in his or their sole discretion,
     determine to be necessary, proper or advisable in connection with
     the offering of the Notes; and that the Designated Officers be,
     and each of them hereby is, authorized and directed, in the name
     and on behalf of the Company and under its corporate seal or
     otherwise, to take such other actions with respect thereto as
     they shall deem necessary or advisable;

     AUTHORIZATION WITH RESPECT TO PRICING

          RESOLVED FURTHER, that the Designated Officers be, and
     hereby are, authorized to determine and agree for and on behalf
     of the Company, the price at which the Notes shall be offered,
     the interest rate to be borne by the Notes and the dates of
     payment thereof, the maturity date of the Notes, the redemption
     prices of the Notes, and the dates on and after which any such
     redemption shall be permitted and the other terms of such
     redemption, and the discount rate for purposes of determining
     additional interest;

          RESOLVED FURTHER, that the Notes shall be sold to the
     Initial Purchasers pursuant to the Purchase Agreement, in such
     denominations as requested pursuant to the Purchase Agreement for
     resale by the Initial Purchasers to qualified institutional
     buyers within the meaning of Rule 144A under the

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     Securities Act, and to persons outside the United States in
     accordance with Regulation S under the Securities Act;

     BLUE SKY AND OTHER STATE SECURITIES LAWS

          RESOLVED FURTHER, that the Designated Officers be, and each
     of them hereby is, authorized and directed in the name and on
     behalf of the Company and under its corporate seal or otherwise,
     to take any and all action which they may deem necessary or
     advisable in order to effect the registration or qualification
     (or exemption therefrom) of the Notes and the Exchange Notes
     under the "blue sky" or securities laws of any of the states of
     the United States of America or of any other jurisdiction where
     the Notes or Exchange Notes may be offered or sold, and in
     connection therewith to execute, acknowledge, verify, deliver,
     file or cause to be published any applications, reports, consents
     to service of process, appointments of attorneys to receive
     service of process and other papers and instruments which may be
     required under such laws, and to take any and all further action
     which they may deem necessary or advisable in order to maintain
     any such registration or qualification for as long as they deem
     necessary or as required by law or requested by the Initial
     Purchasers and that any and all such actions previously taken by
     any proper officer be, and they are, in all respects, approved,
     ratified and confirmed;

          RESOLVED FURTHER, that if in any state or other jurisdiction
     in which action is taken to register or qualify (or exempt
     therefrom) the Notes and/or the Exchange Notes, a prescribed form
     of resolution or resolutions relating to such registration or
     qualification (or exemption), or to any application, report,
     surety bond, issuer's covenant, consent to service of process,
     appointment of attorneys to receive service of process or other
     paper or instrument in connection therewith, is required, each
     such resolution shall be deemed to have been and it hereby is
     adopted by this Board of Directors, and the Secretary or any
     Assistant Secretary of the Company is hereby authorized to
     certify the adoption of any such resolution as though the same
     were now presented to and adopted at this meeting, all such
     resolutions to be inserted in the minute book of the Company as
     part of the minutes of this meeting;

     UTILITY FILINGS

          RESOLVED FURTHER, that the Designated Officers be, and
     hereby they are, authorized, empowered and directed to execute
     and file on behalf of the Company a Securities Certificate with
     the Pennsylvania Public Utility Commission and an Application for
     an Order Authorizing the Issuance and Sale of Debt Securities
     with the Kentucky Public Service Commission, in each case
     relating to the Note Transaction, and to execute and file with
     the Pennsylvania Public Utility Commission and the Kentucky
     Public Service Commission and all other regulatory authorities
     such amendments or additional applications, agreements and other

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     documents, or amendments to the same, and to take any and all
     such further actions, as such officers may deem necessary or
     advisable in order to make all filings with all such regulatory
     authorities effective and to authorize the issuance and sale of
     the debt securities;

     USE OF PROCEEDS

          RESOLVED FURTHER, that the Company be, and hereby is,
     authorized to use the proceeds of the Note Transaction to reduce
     or refinance the Company's outstanding commercial paper and other
     short-term or long-term debt;

     GENERAL

          RESOLVED FURTHER, that the Designated Officers be, and each
     individually hereby is, authorized, empowered, and directed, for
     and on behalf of the Company to deliver such corporate papers,
     certificates and other documents, and to affix and attest to the
     seal of the Company, as may be deemed necessary or advisable by
     any one of them in connection with the Purchase Agreement, the
     Indenture, the Notes, the Registration Rights Agreement, the
     Registration Statement, the Shelf Registration Statement or any
     of the other documents required to executed in connection with
     the Note Transaction and to do any and all other acts and things
     (including, without limitation, affixing the seal of the Company
     to any and all instruments, agreements, papers, certificates and
     documents) and to enter into and execute any and all documents or
     instruments which in the opinion of any of said officers shall be
     necessary or desirable in connection with carrying out by the
     Company of the transaction authorized by the foregoing
     resolutions; and

          RESOLVED FURTHER, that any and all actions heretofore taken
     in furtherance of the transactions contemplated herein be, and
     they hereby are, ratified, approved and confirmed in all
     respects.

          WITNESS the hand of the undersigned and the corporate seal of
Equitable Resources, Inc. this 18th day of October 2002.


                                                    /s/ Jean F. Marks
                                             ------------------------
                                               Assistant Corporate Secretary

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