<PAGE>   1
      As filed with the Securities and Exchange Commission on May 20, 1994

                                                            Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                            -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                          ---------------------------

                          CABOT OIL & GAS CORPORATION
             (Exact name of registrant as specified in its charter)


         DELAWARE                                            04-3072771
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)
                                                
     15375 MEMORIAL DRIVE                       
         HOUSTON, TEXAS                                         77079
(Address of Principal Executive Offices)                      (Zip Code)
                                                
CABOT OIL & GAS CORPORATION                          CABOT OIL & GAS CORPORATION
1994 LONG-TERM INCENTIVE PLAN        1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)


                               LISA A. MACHESNEY
                                   SECRETARY
                          CABOT OIL & GAS CORPORATION
                              15375 MEMORIAL DRIVE
                              HOUSTON, TEXAS 77079
                    (Name and address of agent for service)
                                 (713) 589-4600
         (Telephone number, including area code, of agent for service)
  ---------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================
                                                  Proposed           Proposed                     
                                                   maximum            maximum                     
                                                  offering           aggregate          Amount of 
   Title of securities         Amount to          price per          offering         registration
     to be registered        be registered        share (1)            price               fee    
- --------------------------------------------------------------------------------------------------
 <S>                           <C>                 <C>            <C>                    <C>      
 Class A Common                                                                                   
 Stock, par value                                                                                 
 $.10 per share (2)            1,600,000           $21.25         $34,000,000.00         $6,800   
- --------------------------------------------------------------------------------------------------
</TABLE> 


(1)  Estimated pursuant to Rules 457(c) and (h) solely for purposes of
     computing the registration fees and based upon the average of the high and
     low sales prices reported in the consolidated reporting system for the 
     Common Stock on the New York Stock Exchange on May 16, 1994.

(2)  Includes the Right to Purchase Preferred Stock associated with the Common
     Stock.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Note:  The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of
registration information, employee benefit plan information and employee
benefit plan annual reports and other information required by Item 2 of this
Form will be sent or given to participants as specified by Rule 428.  In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission
("Commission") either as part of the Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.  The registrant shall maintain
a file of such documents is accordance with the provisions of Rule 428.  Upon
request, the registrant shall furnish to the Commission or its staff a copy of
all of the documents included in such file.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of documents by reference.

               The following documents, which Cabot Oil & Gas Corporation (the
"Company") has filed with the Commission pursuant to the Securities Exchange
Act of 1934 ("Exchange Act") (File No. 1-10447), are incorporated by reference
in the Registration Statement and shall be deemed to be a part hereof:

               (a)  The Company's 1993 Annual Report on Form 10-K for the year
                    ended December 31, 1993.

               (b)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1994.

               (c)  The Company's Form 8-K dated May 2, 1994.

               (d)  The description of the Class A Common Stock, par value $.10
                    per share (the "Common Stock"), contained in the Company's
                    Registration Statement on Form 8-A filed on January 24,
                    1990 and the description of Rights to Purchase Series A
                    Junior Participating Preferred Stock, par value $.10 per
                    share, contained in the Company's Registration Statement on
                    Form 8-A filed on April 1, 1991.





                                      II-1
<PAGE>   3
               All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents.

               Any statement contained in this Registration Statement or in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed amendment to this
Registration Statement or in any document that is subsequently incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

               The consolidated balance sheets of the Company and subsidiaries
as of December 31, 1993 and 1992 and the related consolidated statements of
income, of cash flows and of stockholders' equity for the years ended December
31, 1993, 1992 and 1991 included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 and incorporated by reference in this
Registration Statement, have been audited by Coopers & Lybrand, independent
public accountants, as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting and auditing.

               The supplemental oil and gas information of the Company and
subsidiaries as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1993, 1992 and 1991 included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated by reference in
this Registration Statement, have been reviewed by Miller and Lents, Ltd.,
independent petroleum engineers, as stated in their review letter which is
incorporated herein by reference, and have been so incorporated in reliance
upon such letter given upon the authority of that firm as experts in petroleum
engineering.

Item 4.   Description of Securities.

              Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

              Not Applicable.

Item 6.   Indemnification of Directors and Officers.

              Article VII of the Certificate of Incorporation of the Company 
provides: "a





                                      II-2
<PAGE>   4
director of the Company shall not be personally liable to the Company or its
stockholder or stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholder or stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware (the "GCL"), as the same exists or hereafter may
be amended or replaced, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the GCL is amended after the date of
filing of this Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the GCL, as so amended.  Any repeal or other modification of this
Article VII by the stockholder or stockholders of the Company shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or
modification."

                    Additionally, Article XXXVIII of the Company's Amended and
Restated By-Laws provides: "The Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (and whether or not by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint venture,
trust or other enterprise or is or was serving as a fiduciary, of any employee
benefit plan, fund or program sponsored by the Company or such other company,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the extent and under the circumstances permitted by the GCL as
amended from time to time.  Such indemnification (unless ordered by a court)
shall be made as authorized in a specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of conduct set forth
in the GCL.  Such determination shall be made (1) by the board of directors by
vote of a majority of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs by
independent legal counsel in a written opinion, or (3) by the stockholders.
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person."

                    Pursuant to Section 145 of the GCL, the Company generally
has the power to indemnify its present and former directors, officers,
employees and agents against





                                      II-3
<PAGE>   5
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, they had no reasonable cause
to believe their conduct was unlawful.  With respect to suits by or in the
right of the Company, however, indemnification is generally limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.  The Company also has the power to purchase and maintain insurance
for such persons.

                    The above discussion of the Company's Certificate of
Incorporation and Amended and Restated By-laws and Section 145 of the Delaware
General Corporation Law is not intended to be exhaustive and is qualified in
its entirety by each of such documents and such statute.

Item 7.   Exemption from Registration Claimed.

                    Not Applicable.

Item 8.   Exhibits.

                    The following documents are included as exhibits to this
Registration Statement.  Those exhibits below incorporated by reference herein
are indicated as such by the information supplied in the parenthetical
thereafter.  If no parenthetical appears after an exhibit, copies of the
document have been filed herewith.

Exhibit
Number                    Description

4.1      Certificate of Incorporation of Cabot Oil & Gas Corporation    
         (Exhibit 3.1 to the Company's Registration Statement on Form S-1,      
         Registration No. 33-32553).

4.2      Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit 3.0
         to the Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1993, File No. 1-10447).

4.3      Form of Certificate of Common Stock of Cabot Oil & Gas Corporation
         (Exhibit 4 to the Company's Registration Statement on Form S-1, 
         Registration No. 33-32553).





                                      II-4
<PAGE>   6
4.4      Rights Agreement dated as of March 28, 1991 between the Company and The
         First National Bank of Boston, as Rights Agent, which includes as
         Exhibit A the form of Certificate of Designations of Series A Junior
         Participating Preferred Stock (Exhibit 1 to the Company's Registration
         Statement on Form 8-A filed on April 1, 1991, File No. 1-10447).

4.5      Cabot Oil & Gas Corporation 1994 Long-Term Stock Option Plan.

4.6      Cabot Oil & Gas Corporation 1994 Nonemployee Director Stock Option 
         Plan.

5        Opinion of Molly S. Williams, Corporate Attorney of Cabot Oil & Gas 
         Corporation.

23.1     Consent of Coopers & Lybrand.

23.2     Consent of Miller and Lents, Ltd.

23.3     Consent of Molly S. Williams (included in Opinion filed as Exhibit 5 
         to this Registration Statement).

23.4     Awareness Letter of Coopers & Lybrand.

24       Powers of Attorney (included in the signature pages hereof).

The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.

Item 9.   Undertakings.

                    (a)   The undersigned registrant hereby undertakes:

                          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this Registration
     Statement:

                                 (i)     To include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933;

                                (ii)     To reflect in the prospectus any facts
     or events arising after the effective date of the Registration Statement
     (or the most recent post-effective amendment thereof) which, individually
     or in the aggregate, represent a fundamental change in the information set
     forth in the Registration Statement;

                               (iii)     To include any material information
     with respect to the plan of distribution not previously disclosed in the
     Registration Statement or





                                      II-5
<PAGE>   7
     any material change to such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

                          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

                          (3)  To remove from registration by means of a
     post-effectiveamendment any of the securities being registered which
     remain unsold at the termination of the offering.

                    (b)   The undersigned registrant hereby undertakes that,
     for purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                    (c)   Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the registrant of expenses incurred
     or paid by a director, officer or controlling person of the registrant in
     the successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit
     to a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.





                                      II-6
<PAGE>   8
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May 20, 1994.

                                    CABOT OIL & GAS CORPORATION


                                    By:       s/s John H. Lollar              
                                        ----------------------------------------
                                         (John H. Lollar)
                                         Chairman of the Board, Chief Executive
                                         Officer and President




               Each person whose signature appears below does hereby appoint
John H. Lollar and John U. Clarke, and each of them severally, his true and
lawful attorneys or attorney-in-fact and agents or agent with power to act with
or without the other and with full power of substitution and resubstitution, to
execute for him and in his name, place and stead, in his capacity as a director
or officer or both, as the case may be, of Cabot Oil & Gas Corporation, any and
all amendments to this Registration Statement, including post-effective
amendments, as said attorneys or any of them shall deem necessary or
appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Securities and Exchange Commission.  Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 20, 1994.





                                      II-7
<PAGE>   9
     Signature                      Title
     ---------                      -----


                                    Chairman of the Board, Chief Executive
                                    Officer, President and Director (Principal
      /s/ John H. Lollar            Executive Officer)
- -------------------------------                       
     John H. Lollar



                                    Executive Vice President and Chief
                                    Financial Officer (Principal Financial
      /s/ John U. Clarke            Officer
- -------------------------------            
     John U. Clarke


                                    Controller
      /s/ Frank A. Pici             (Principal Accounting Officer)
- -------------------------------                                   
     Frank A. Pici


     /s/ Robert F. Bailey           Director
- -------------------------------             
     Robert F. Bailey


      /s/ Samuel W. Bodman          Director
- -------------------------------             
     Samuel W. Bodman


      /s/ Henry O. Boswell          Director
- -------------------------------             
     Henry O. Boswell


      /s/ John G.L. Cabot           Director
- -------------------------------             
     John G.L. Cabot


      /s/ William R. Esler          Director
- -------------------------------             
     William R. Esler


      /s/ William H. Knoell         Director
- ------------------------------              
     William H. Knoell





                                      II-8
<PAGE>   10



     /s/ Carl M. Mueller            Director
- ------------------------------              
     Carl M. Mueller


     /s/ C. Wayne Nance             Director
- ------------------------------              
     C. Wayne Nance


     /s/ Charles P. Siess, Jr.      Director
- ------------------------------              
     Charles P. Siess, Jr.


     /s/ William P. Vititoe         Director
- ------------------------------              
     William P. Vititoe





                                      II-9
<PAGE>   11
                               INDEX TO EXHIBITS



4.1       Certificate of Incorporation of Cabot Oil & Gas Corporation (Exhibit
          3.1 to the Company's Registration Statement on Form S-1, Registration
          No. 33-32553).

4.2       Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit
          3.0 to the Company's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1993, File No. 1-10447).

4.3       Form of Certificate of Common Stock of Cabot Oil & Gas Corporation
          (Exhibit 4 to the Company's Registration Statement on Form S-1,
          Registration No. 33-32553).

4.4       Rights Agreement dated as of March 28, 1991 between the Company and
          The First National Bank of Boston, as Rights Agent, which includes as
          Exhibit A the form of Certificate of Designations of Series A Junior
          Participating Preferred Stock (Exhibit 1 to the Company's
          Registration Statement on From 8-A filed on April 1, 1991, File No.
          1-10447).

4.5       Cabot Oil & Gas Corporation 1994 Long-Term Incentive Stock Option
          Plan.

4.6       Cabot Oil & Gas Corporation 1994 Nonemployee Director Stock Option
          Plan.

5         Opinion of Molly S. Williams, Corporate Attorney of Cabot Oil & Gas
          Corporation.

23.1      Consent of Coopers & Lybrand.

23.2      Consent of Miller and Lents, Ltd.

23.3      Consent of Molly S. Williams (included in Opinion filed as Exhibit 5
          to this Registration Statement).


23.4      Awareness Letter of Coopers & Lybrand.

24.       Powers of Attorney (included in the signature pages hereof).





                                     II-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR CABOT OIL & GAS", "secsgml_size_bytes": 26421}]
{"company-data": {"conformed-name": "CABOT OIL & GAS CORP", "cik": "0000858470", "assigned-sic": "1311", "irs-number": "043072771", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53723", "film-number": "94529556"}, "business-address": {"street1": "15375 MEMORIAL DR", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "7135894600"}}
1
      As filed with the Securities and Exchange Commission on May 20, 1994

                                                            Registration No. 33-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                            -----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                          ---------------------------

                          CABOT OIL & GAS CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                            04-3072771
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)
                                                
     15375 MEMORIAL DRIVE                       
         HOUSTON, TEXAS                                         77079
(Address of Principal Executive Offices)                      (Zip Code)
                                                
CABOT OIL & GAS CORPORATION                          CABOT OIL & GAS CORPORATION
1994 LONG-TERM INCENTIVE PLAN        1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                           (Full title of the plan)

                               LISA A. MACHESNEY
                                   SECRETARY
                          CABOT OIL & GAS CORPORATION
                              15375 MEMORIAL DRIVE
                              HOUSTON, TEXAS 77079
                    (Name and address of agent for service)
                                 (713) 589-4600
         (Telephone number, including area code, of agent for service)
  ---------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                  Proposed           Proposed                     
                                                   maximum            maximum                     
                                                  offering           aggregate          Amount of 
   Title of securities         Amount to          price per          offering         registration
     to be registered        be registered        share (1)            price               fee    
- --------------------------------------------------------------------------------------------------
Class A Common                                                                                   
 Stock, par value                                                                                 
 $.10 per share (2)            1,600,000           $21.25         $34,000,000.00         $6,800   
- --------------------------------------------------------------------------------------------------
(1)  Estimated pursuant to Rules 457(c) and (h) solely for purposes of
     computing the registration fees and based upon the average of the high and
     low sales prices reported in the consolidated reporting system for the 
     Common Stock on the New York Stock Exchange on May 16, 1994.

(2)  Includes the Right to Purchase Preferred Stock associated with the Common
     Stock.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of
registration information, employee benefit plan information and employee
benefit plan annual reports and other information required by Item 2 of this
Form will be sent or given to participants as specified by Rule 428.  In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission
("Commission") either as part of the Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424.  The registrant shall maintain
a file of such documents is accordance with the provisions of Rule 428.  Upon
request, the registrant shall furnish to the Commission or its staff a copy of
all of the documents included in such file.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of documents by reference.

               The following documents, which Cabot Oil & Gas Corporation (the
"Company") has filed with the Commission pursuant to the Securities Exchange
Act of 1934 ("Exchange Act") (File No. 1-10447), are incorporated by reference
in the Registration Statement and shall be deemed to be a part hereof:

               (a)  The Company's 1993 Annual Report on Form 10-K for the year
                    ended December 31, 1993.

               (b)  The Company's Quarterly Report on Form 10-Q for the quarter
                    ended March 31, 1994.

               (c)  The Company's Form 8-K dated May 2, 1994.

               (d)  The description of the Class A Common Stock, par value $.10
                    per share (the "Common Stock"), contained in the Company's
                    Registration Statement on Form 8-A filed on January 24,
                    1990 and the description of Rights to Purchase Series A
                    Junior Participating Preferred Stock, par value $.10 per
                    share, contained in the Company's Registration Statement on
                    Form 8-A filed on April 1, 1991.

                                      II-1
3
               All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents.

               Any statement contained in this Registration Statement or in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed amendment to this
Registration Statement or in any document that is subsequently incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

               The consolidated balance sheets of the Company and subsidiaries
as of December 31, 1993 and 1992 and the related consolidated statements of
income, of cash flows and of stockholders' equity for the years ended December
31, 1993, 1992 and 1991 included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1993 and incorporated by reference in this
Registration Statement, have been audited by Coopers & Lybrand, independent
public accountants, as stated in their reports which are incorporated herein by
reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting and auditing.

               The supplemental oil and gas information of the Company and
subsidiaries as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1993, 1992 and 1991 included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated by reference in
this Registration Statement, have been reviewed by Miller and Lents, Ltd.,
independent petroleum engineers, as stated in their review letter which is
incorporated herein by reference, and have been so incorporated in reliance
upon such letter given upon the authority of that firm as experts in petroleum
engineering.

Item 4.   Description of Securities.

              Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

              Not Applicable.

Item 6.   Indemnification of Directors and Officers.

              Article VII of the Certificate of Incorporation of the Company 
provides: "a

                                      II-2
4
director of the Company shall not be personally liable to the Company or its
stockholder or stockholders for monetary damages for breach of fiduciary duty
as a director, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholder or stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware (the "GCL"), as the same exists or hereafter may
be amended or replaced, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the GCL is amended after the date of
filing of this Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the GCL, as so amended.  Any repeal or other modification of this
Article VII by the stockholder or stockholders of the Company shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Company existing at the time of such repeal or
modification."

                    Additionally, Article XXXVIII of the Company's Amended and
Restated By-Laws provides: "The Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (and whether or not by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another company, partnership, joint venture,
trust or other enterprise or is or was serving as a fiduciary, of any employee
benefit plan, fund or program sponsored by the Company or such other company,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the extent and under the circumstances permitted by the GCL as
amended from time to time.  Such indemnification (unless ordered by a court)
shall be made as authorized in a specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standards of conduct set forth
in the GCL.  Such determination shall be made (1) by the board of directors by
vote of a majority of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such quorum is not obtainable, or
even if obtainable a quorum of disinterested directors so directs by
independent legal counsel in a written opinion, or (3) by the stockholders.
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person."

                    Pursuant to Section 145 of the GCL, the Company generally
has the power to indemnify its present and former directors, officers,
employees and agents against

                                      II-3
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expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, they had no reasonable cause
to believe their conduct was unlawful.  With respect to suits by or in the
right of the Company, however, indemnification is generally limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the corporation unless the court determines that
indemnification is appropriate.  The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under
by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.  The Company also has the power to purchase and maintain insurance
for such persons.

                    The above discussion of the Company's Certificate of
Incorporation and Amended and Restated By-laws and Section 145 of the Delaware
General Corporation Law is not intended to be exhaustive and is qualified in
its entirety by each of such documents and such statute.

Item 7.   Exemption from Registration Claimed.

                    Not Applicable.

Item 8.   Exhibits.

                    The following documents are included as exhibits to this
Registration Statement.  Those exhibits below incorporated by reference herein
are indicated as such by the information supplied in the parenthetical
thereafter.  If no parenthetical appears after an exhibit, copies of the
document have been filed herewith.

Exhibit
Number                    Description

4.1      Certificate of Incorporation of Cabot Oil & Gas Corporation    
         (Exhibit 3.1 to the Company's Registration Statement on Form S-1,      
         Registration No. 33-32553).

4.2      Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit 3.0
         to the Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1993, File No. 1-10447).

4.3      Form of Certificate of Common Stock of Cabot Oil & Gas Corporation
         (Exhibit 4 to the Company's Registration Statement on Form S-1, 
         Registration No. 33-32553).

                                      II-4
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4.4      Rights Agreement dated as of March 28, 1991 between the Company and The
         First National Bank of Boston, as Rights Agent, which includes as
         Exhibit A the form of Certificate of Designations of Series A Junior
         Participating Preferred Stock (Exhibit 1 to the Company's Registration
         Statement on Form 8-A filed on April 1, 1991, File No. 1-10447).

4.5      Cabot Oil & Gas Corporation 1994 Long-Term Stock Option Plan.

4.6      Cabot Oil & Gas Corporation 1994 Nonemployee Director Stock Option 
         Plan.

5        Opinion of Molly S. Williams, Corporate Attorney of Cabot Oil & Gas 
         Corporation.

23.1     Consent of Coopers & Lybrand.

23.2     Consent of Miller and Lents, Ltd.

23.3     Consent of Molly S. Williams (included in Opinion filed as Exhibit 5 
         to this Registration Statement).

23.4     Awareness Letter of Coopers & Lybrand.

24       Powers of Attorney (included in the signature pages hereof).

The undersigned registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by
the IRS in order to qualify the plan.

Item 9.   Undertakings.

                    (a)   The undersigned registrant hereby undertakes:

                          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this Registration
     Statement:

                                 (i)     To include any prospectus required by
     Section 10(a)(3) of the Securities Act of 1933;

                                (ii)     To reflect in the prospectus any facts
     or events arising after the effective date of the Registration Statement
     (or the most recent post-effective amendment thereof) which, individually
     or in the aggregate, represent a fundamental change in the information set
     forth in the Registration Statement;

                               (iii)     To include any material information
     with respect to the plan of distribution not previously disclosed in the
     Registration Statement or

                                      II-5
7
     any material change to such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment
     by those paragraphs is contained in periodic reports filed by the
     registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

                          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

                          (3)  To remove from registration by means of a
     post-effectiveamendment any of the securities being registered which
     remain unsold at the termination of the offering.

                    (b)   The undersigned registrant hereby undertakes that,
     for purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the Registration Statement shall be deemed to
     be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                    (c)   Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to directors, officers
     and controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the act and is, therefore,
     unenforceable.  In the event that a claim for indemnification against such
     liabilities (other than the payment by the registrant of expenses incurred
     or paid by a director, officer or controlling person of the registrant in
     the successful defense of any action, suit or proceeding) is asserted by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit
     to a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

                                      II-6
8
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on May 20, 1994.

                                    CABOT OIL & GAS CORPORATION

                                    By:       s/s John H. Lollar              
                                        ----------------------------------------
                                         (John H. Lollar)
                                         Chairman of the Board, Chief Executive
                                         Officer and President

               Each person whose signature appears below does hereby appoint
John H. Lollar and John U. Clarke, and each of them severally, his true and
lawful attorneys or attorney-in-fact and agents or agent with power to act with
or without the other and with full power of substitution and resubstitution, to
execute for him and in his name, place and stead, in his capacity as a director
or officer or both, as the case may be, of Cabot Oil & Gas Corporation, any and
all amendments to this Registration Statement, including post-effective
amendments, as said attorneys or any of them shall deem necessary or
appropriate, together with all instruments necessary or incidental in
connection therewith, and to file the same or cause the same to be filed with
the Securities and Exchange Commission.  Each of said attorneys shall have full
power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities, every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of said attorneys and each of them.

               Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on May 20, 1994.

                                      II-7
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     Signature                      Title
     ---------                      -----

                                    Chairman of the Board, Chief Executive
                                    Officer, President and Director (Principal
      /s/ John H. Lollar            Executive Officer)
- -------------------------------                       
     John H. Lollar

                                    Executive Vice President and Chief
                                    Financial Officer (Principal Financial
      /s/ John U. Clarke            Officer
- -------------------------------            
     John U. Clarke

                                    Controller
      /s/ Frank A. Pici             (Principal Accounting Officer)
- -------------------------------                                   
     Frank A. Pici

     /s/ Robert F. Bailey           Director
- -------------------------------             
     Robert F. Bailey

      /s/ Samuel W. Bodman          Director
- -------------------------------             
     Samuel W. Bodman

      /s/ Henry O. Boswell          Director
- -------------------------------             
     Henry O. Boswell

      /s/ John G.L. Cabot           Director
- -------------------------------             
     John G.L. Cabot

      /s/ William R. Esler          Director
- -------------------------------             
     William R. Esler

      /s/ William H. Knoell         Director
- ------------------------------              
     William H. Knoell

                                      II-8
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     /s/ Carl M. Mueller            Director
- ------------------------------              
     Carl M. Mueller

     /s/ C. Wayne Nance             Director
- ------------------------------              
     C. Wayne Nance

     /s/ Charles P. Siess, Jr.      Director
- ------------------------------              
     Charles P. Siess, Jr.

     /s/ William P. Vititoe         Director
- ------------------------------              
     William P. Vititoe

                                      II-9
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                               INDEX TO EXHIBITS

4.1       Certificate of Incorporation of Cabot Oil & Gas Corporation (Exhibit
          3.1 to the Company's Registration Statement on Form S-1, Registration
          No. 33-32553).

4.2       Amended and Restated Bylaws of Cabot Oil & Gas Corporation (Exhibit
          3.0 to the Company's Quarterly Report on Form 10-Q for the quarter
          ended March 31, 1993, File No. 1-10447).

4.3       Form of Certificate of Common Stock of Cabot Oil & Gas Corporation
          (Exhibit 4 to the Company's Registration Statement on Form S-1,
          Registration No. 33-32553).

4.4       Rights Agreement dated as of March 28, 1991 between the Company and
          The First National Bank of Boston, as Rights Agent, which includes as
          Exhibit A the form of Certificate of Designations of Series A Junior
          Participating Preferred Stock (Exhibit 1 to the Company's
          Registration Statement on From 8-A filed on April 1, 1991, File No.
          1-10447).

4.5       Cabot Oil & Gas Corporation 1994 Long-Term Incentive Stock Option
          Plan.

4.6       Cabot Oil & Gas Corporation 1994 Nonemployee Director Stock Option
          Plan.

5         Opinion of Molly S. Williams, Corporate Attorney of Cabot Oil & Gas
          Corporation.

23.1      Consent of Coopers & Lybrand.

23.2      Consent of Miller and Lents, Ltd.

23.3      Consent of Molly S. Williams (included in Opinion filed as Exhibit 5
          to this Registration Statement).

23.4      Awareness Letter of Coopers & Lybrand.

24.       Powers of Attorney (included in the signature pages hereof).

                                     II-10