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                                                                   EXHIBIT 10.5

                                   DQE, INC.
                   1996 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


Article I.  Purpose and Adoption of the Plan

     1.01  Purpose.  The purpose of the DQE, Inc. 1996 Stock Plan for Non-
Employee Directors is to provide a vehicle for the replacement of the
Corporation's Outside Directors' Retirement Plan, to increase the ownership
interest in the Corporation of Non-Employee Directors whose services are
considered essential to the Corporation's continued progress, to align such
interests with those of the shareholders of the Corporation and to provide a
further incentive to serve as a Director of the Corporation.
 

Article II.  Definitions

     For purposes of this Plan, the capitalized terms set forth below shall have
the following meanings:

     2.01  Board means the Board of Directors of the Corporation.

     2.02  Committee means the Compensation Committee of the Board or such other
committee of the Board as the Board may designate.

     2.03  Corporation means DQE, Inc., a Pennsylvania corporation, and its
successors and assigns.

     2.04  Date of Grant means the date as of which an award of shares of Stock
are granted in accordance with Section 5.01.

     2.05  Director means a member of the Board.

     2.06  Disability means any physical or mental injury or disease of a
permanent nature which renders a Participant incapable of meeting the
requirements of service as a Director.  The determination of whether a
Participant is disabled shall be made by the Committee in its sole and absolute
discretion.

     2.07  Effective Date means December 31, 1996.

     2.08  Existing Non-Employee Director means a Non-Employee Director who was
a Director on the Effective Date.

     2.09  Fair Market Value means, so long as the Stock is listed on the New
York Stock Exchange, the mean between the highest and lowest sales prices per
share of the Stock as quoted in the NYSE-Composite Transactions listing in The
Wall Street Journal (or such other reliable publication as the Board, in its
discretion, may determine to rely upon) for the date as of which fair market
value is to be determined. If there are no sales on such date, then fair market
value shall be determined by taking a weighted average of the mean between the
highest and lowest selling prices per share of the Stock as so quoted on the
nearest date before and the nearest date after the date as of which fair market
value is to be
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determined on which there are sales. The average should be weighted inversely by
the respective numbers of days between the selling dates and the date as of
which fair market value is to be determined. If the Stock is not listed on the
New York Stock Exchange on the date as of which fair market value is to be
determined, the Board shall in good faith determine the fair market value of the
Stock on such date. Fair market value shall be determined without regard to any
restriction other than a restriction which, by its terms, will never lapse.

     2.10  Initial Service Date means the date on which a Participant is first
elected or appointed a Non-Employee Director.  The Initial Service Date may be
prior to the Effective Date.

     2.11  New Non-Employee Director means a Non-Employee Director whose Initial
Service Date occurs after the Effective Date.

     2.12  Non-Employee Director means a Director who is not an employee of the
Corporation or any subsidiary thereof.
 
     2.13  Participant means any person eligible, pursuant to Section 3.02, to
participate under the Plan.

     2.14  Plan means the DQE, Inc. 1996 Stock Plan for Non-Employee Directors,
as the same may be amended from time to time.

     2.15  Restricted Stock means shares of Stock awarded to a Participant
subject to the restrictions as described in Sections 5.02 and 5.03.

     2.16  Retirement means a Director's mandatory retirement pursuant to the
then-existing retirement policy of the Board.

     2.17  Stock means the common stock, no par value, of the Corporation.

     2.18  Vested Stock means shares of Stock awarded to a Participant not
subject to the restrictions described in Sections 5.02 and 5.03 (other than the
restrictions imposed by law).


Article III.  Administration and Participation

     3.01  Administration.  The Plan shall be administered by the Committee
which shall have exclusive and final authority and discretion in each
determination, interpretation or other action affecting the Plan and its
Participants. The Committee shall have the sole and absolute authority and
discretion to interpret the Plan, to establish and modify administrative rules
for the Plan, to impose such conditions and restrictions as it determines
appropriate and to take such other actions and make such other determinations in
connection with the Plan as it may deem necessary or advisable. Members of the
Committee shall not be liable for actions taken by the Committee in good faith.

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     3.02  Eligibility.  All Non-Employee Directors shall participate in the
Plan.

Article IV.  Stock Issuable under the Plan

     4.01  Source of Shares.  The Stock to be offered under the Plan shall be
authorized and unissued Stock, subject to the applicable requirements of the New
York Stock Exchange, or Stock which shall have been reacquired by the
Corporation and held in its treasury.

     4.02  Shares Subject to Terminated Awards.  Shares of Restricted Stock
forfeited as provided in Section 5.03(b) may again be issued under the Plan.

Article V.  Stock Awards

     5.01  Stock Grants and Issuance of Shares.
     (a) Existing Non-Employee Directors.   As of the Effective Date, each
Existing Non-Employee Director shall receive, automatically and without further
action by the Board or the Committee, a one-time award of cash, shares of
Restricted Stock and shares of Vested Stock in the amounts reflected in Schedule
A.

     (b) New Non-Employee Directors.   Subject to Section 7.02, each New Non-
Employee Director shall receive as of his or her Initial Service Date,
automatically and without further action by the Board or the Committee, a one-
time award of Restricted Stock in respect of 4,150 shares of Stock; provided,
however, that a New Non-Employee Director shall receive a pro-rated award if his
or her Initial Service Date occurs within ten (10) years of his or her
anticipated Retirement date.

     (c) Issuance of Stock.  As of the Date of Grant of Stock, the Corporation
shall cause to be transferred on the books of the Corporation shares of Stock,
registered on behalf of the Participant, evidencing such award, but subject to
forfeiture retroactive to the Date of Grant if a Stock Plan Agreement delivered
to the Participant by the Corporation with respect to the award is not duly
executed by the Participant and timely returned to the Corporation.  If stock
certificates are issued with respect to an award of Stock, until the lapse of
all restrictions applicable to an award of Restricted Stock, such stock
certificates may be held in custody by the Corporation or its designee.

     5.02  Restrictions on Restricted Stock.

     (a) Shareholder Rights.  The Participant shall be the outright owner of
Vested Stock from and after the Date of Grant thereof, subject only to such
restrictions as may be imposed by law and the execution of a Stock Plan
Agreement as provided in Section 5.02(a).  Restricted Stock shall be subject to
the additional restrictions and other provisions set forth in this Section 5.02
and Section 5.03 hereof.  Beginning on the Date of Grant of the Restricted
Stock, but subject to the execution of a Stock Plan Agreement as provided in
Section 5.02(a), the Participant shall become a shareholder of the Corporation

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with respect to all Stock subject to the Plan and shall have all of the rights
of a shareholder, including, but not limited to, the right to vote such Stock
and the right to receive dividends and other distributions paid with respect to
such Stock; provided, however, that all dividends on Restricted Stock payable
during the restriction period shall be subject to the provisions hereinafter set
forth.  As a condition of receiving an award under this Plan, each Non-Employee
Director shall irrevocably and unconditionally assign to the Corporation any and
all cash and non-cash dividends and other distributions paid with respect to the
Restricted Stock during the restriction period; provided further, however, that
any Stock distributed as a dividend or otherwise with respect to the Restricted
Stock during the restriction period shall not be subject to such assignment,
shall be subject to the same restrictions as the Restricted Stock and shall be
held as prescribed in Section 5.02(a).  Within thirty (30) days following the
date of lapse of the restrictions (other than by reason of forfeiture) with
respect to all or any portion of the Restricted Stock, the Corporation shall pay
to the Participant in cash an amount equal to the value of all of the dividends
which were payable with respect to such shares during the restriction period.

     (b) Restriction on Transferability.  None of the Restricted Stock may be
assigned, transferred (other than by will or the laws of descent and
distribution), pledged, sold or otherwise disposed of prior to lapse of the
restrictions applicable thereto.

     (c) Delivery of Stock Upon Lapse of Restrictions.   As promptly as
administratively feasible after the lapse of restrictions on Restricted Stock,
the Corporation shall deliver to the Participant or, in case of the
Participant's death, to the Participant's legal representatives, one or more
stock certificates for the appropriate number of shares of Stock, free of all
such restrictions, except for any restrictions that may be imposed by law.

       5.03  Restriction Period, Vesting and Forfeiture of Restricted Stock.

     (a) Lapse of Restrictions (Vesting).  The restrictions set forth in Section
5.02 shall apply for a period from the Date of Grant until (i) with respect to
fifty percent (50%) of the Restricted Stock, the fifth anniversary of the
Participant's Initial Service Date, (ii) with respect to an additional ten
percent (10%) of the Restricted Stock, for a cumulative total of sixty percent
(60%) of the Restricted Stock, the sixth anniversary of the Participant's
Initial Service Date, (iii) with respect to an additional ten percent (10%) of
the Restricted Stock, for a cumulative total of seventy percent (70%) of the
Restricted Stock, the seventh anniversary of the Participant's Initial Service
Date, (iv) with respect to an additional ten percent (10%) of the Restricted
Stock, for a cumulative total of eighty percent (80%) of the Restricted Stock,
the eighth anniversary of the Participant's Initial Service Date, (v) with
respect to an additional ten percent (10%) of the Restricted Stock, for a
cumulative total of ninety percent (90%) of the Restricted Stock, the ninth
anniversary of the Participant's Initial Service Date, and (vi) with respect to
the balance of the Restricted Stock, the tenth anniversary of the Participant's
Initial Service Date. Notwithstanding the foregoing, the vesting schedule with
respect to Existing Non-Employee Directors shall be adjusted appropriately to
take account of the fact that a portion of their award consists of cash and
Vested Stock. In applying the foregoing vesting schedule, any fractional share
shall be rounded up to the next highest whole share. Existing Non-Employee
Directors, but not New Non-Employee Directors, shall have the right to elect in
writing upon the vesting of any Restricted Stock to surrender one-half ( 1/2)

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of such vested Restricted Stock and receive in lieu thereof a cash payment equal
to the Fair Market Value of such surrendered shares determined as of the vesting
date.

     (b) Forfeiture of Restricted Stock.  Subject the last two sentences of this
Section 5.03(b), all Restricted Stock with respect to which the restriction
period shall not have previously lapsed in accordance with Section 5.03(a) shall
be forfeited and returned to the Corporation, and all rights of the Participant
with respect to such Restricted Stock shall cease and terminate in their
entirety, if during the restriction period the service of the Participant as a
Director terminates for any reason.  Notwithstanding the foregoing, in the event
of the cessation of a Participant's service as a Director by reason of death,
Disability or Retirement, all restrictions imposed on Restricted Stock, other
than those imposed by applicable law, shall immediately and fully lapse.


Article VI.  Amendment and Termination of the Plan

     6.01  Amendment.  The Board shall have complete power and authority to
amend the Plan at any time it is deems necessary or appropriate.  No termination
or amendment of the Plan may, without the consent of the Participant to whom any
award shall theretofore have been granted under the Plan, adversely affect the
right of such individual under such award.

     6.02  Termination.  The Board shall have the right and the power to
terminate the Plan at any time.  No award shall be granted under the Plan after
the termination of the Plan, but the termination of the Plan shall not have any
other effect and any award outstanding at the time of the termination of the
Plan shall continue in effect in accordance with its terms as if the Plan has
not terminated.

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Article VII.  Miscellaneous

     7.01  Limitations on Transfer.  The rights and interest of a Participant
under the Plan may not be assigned or transferred other than by will or the laws
of descent and distribution.  During the lifetime of a Participant, only the
Participant personally may exercise rights under the Plan.

     7.02  Adjustments to Reflect Capital Changes.  The number of shares of
Restricted Stock issuable to each New Non-Employee Director pursuant to Section
5.01(b) shall be appropriately adjusted to reflect any stock dividend, stock
split, combination or exchange of shares, merger, consolidation or other change
in capitalization with a similar substantive effect upon the Plan.  The
Committee shall have the power and sole discretion to determine the nature and
amount of the adjustment, if any, to be made pursuant to this Section 7.02.

     7.03  Notice.  Every notice or other communication relating to this Plan
shall be in writing and shall be mailed to or delivered to the party for whom it
is intended at such address as may from time to time be designated by it in a
notice mailed or delivered to the other party as herein provided; provided,
however, that unless and until some other address be so designated, all notices
or communications by the Participant to the Corporation shall be mailed or
delivered to the Corporation at its offices at 411 Seventh Avenue, Pittsburgh,
Pennsylvania  15230 and all notices or communications by the Corporation to the
Participant may be given to the Participant personally or may be mailed to him
or her at the Participant's address as reflected in the records of the
Corporation.

     7.04  Governing Law.  The Plan and all determinations made and actions
taken pursuant to the Plan shall be governed by the laws of the Commonwealth of
Pennsylvania other than the conflict of laws provisions of such laws, and shall
be construed in accordance therewith.

     7.05  No Strict Construction.  No rule of strict construction shall be
implied against the Corporation, the Committee, or any other person in the
interpretation of any of the terms of the Plan, any award granted under the Plan
or any rule or procedure established by the Committee.

     7.06  Captions.  The captions (i.e., all Section and subsection headings)
used in the Plan are for convenience only, do not constitute a part of the Plan,
and shall not be deemed to limit, characterize or affect in any way any
provisions of the Plan, and all provisions of the Plan shall be construed as if
no captions had been used in the Plan.

     7.07  Severability.  Whenever possible, each provision in the Plan shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan shall be held to be prohibited by or invalid
under applicable law, then (a) such provision shall be deemed amended to
accomplish the objectives of the provision as originally written to
the fullest extent permitted by law and (b) all other provisions of the Plan
shall remain in full force and effect.

  7.08  Legends.  All certificates for Stock delivered under the Plan shall be
subject to such transfer restrictions set forth in the Plan and such other
restrictions as the Committee may deem advisable under the rules, regulations
and other requirements of the Securities and Exchange Commission, any stock

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exchange upon which the Stock is then listed and any applicable federal or state
securities law, and the Committee may cause a legend or legends to be endorsed
on any such certificates making appropriate references to such restrictions.

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                                   SCHEDULE A

                   Grants to Existing Non-Employee Directors
<TABLE>
<CAPTION>
 
 
                                        Number of Shares of  Number of Shares
Name                     Amount of Cash   Restricted Stock    of Vested Stock
----                     --------------  -------------------  ----------------
<S>                      <C>            <C>                  <C>
Daniel Berg                $124,592                    0             4,154
Doreen E. Boyce             120,713                    0             4,024
Robert P. Bozzone            69,187                3,075             2,307
Sigo Falk                   119,370                    0             3,979
William H. Knoell           125,644                    0             4,189
Robert Mehrabian             50,718                3,382             1,691
Thomas J. Murrin             47,790                3,186             1,593
Eric W. Springer            124,592                    0             4,154
</TABLE>

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ATTEST:                                 DQE, INC.:

/s/ Diane S. Eismont                    BY: /s/ David D. Marshall
--------------------------                  --------------------------
Secretary                               Title: President and Chief
                                                Executive Officer



Effective December 31, 1996