<PAGE>

     As filed with the Securities and Exchange Commission on September ______,
1999.
                                                      Registration No.


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _______________________

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            _______________________

                              CONSOL ENERGY INC.
            (Exact name of registrant as specified in its charter)

                Delaware                                  51-0337383
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

      300 Delaware Avenue
           Suite 567
      Wilmington, Delaware                                19801-1622
(Address of Principal Executive Offices)                  (Zip Code)


                   CONSOL Energy Inc. Equity Incentive Plan
                           (Full title of the plan)

                            Daniel L. Fassio, Esq.
                         Vice President and Secretary
                                c/o CONSOL INC.
                      Consol Plaza, 1800 Washington Road
                        Pittsburgh, Pennsylvania 15241
                    (Name and address of agent for service)

                                (412) 831-4000
         (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                  Proposed        Proposed
                                                  Maximum          Maximum
                               Amount to          Offering        Aggregate          Amount of
   Title of Securities             be            Price per        Offering        Registration
     to be Registered          Registered        Share (1)          Price               Fee
--------------------------------------------------------------------------------------------------
<S>                            <C>               <C>              <C>             <C>
Common Stock, Par
Value $.01 (2)............       3,250,000        $13.2500        $43,062,500       $11,971.38
==================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended (the
     "Securities Act"). The Proposed Maximum Offering Price is based on the
     average of the high and low sale prices of the Common Stock of the
     Registrant as reported on the New York Stock Exchange on September 20,
     1999.

(2)  This Registration Statement covers an indeterminate number of additional
     shares which may become subject to options as a result of the adjustment
     provisions of the plan and agreements.  The registration fee is calculated
     only on the stated number of shares.
<PAGE>

                               EXPLANATORY NOTE

     This Registration Statement is intended to register shares to be issued and
sold pursuant to the CONSOL Energy Inc. Equity Incentive Plan (the "Equity
Incentive Plan").  Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 to be contained in a Section 10(a)
prospectus to be distributed to each optionee is not being filed with the
Securities and Exchange Commission.  Part II contains Information Required in
the Registration Statement pursuant to Part II of Form S-8.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:

          1.   The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1999, filed pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

          2.   The Registrant's final prospectus filed with the Commission on
     April 29, 1999 pursuant to Rule 424(b) of the Securities Act of 1933, as
     amended (the "Securities Act").

          3.   The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-A, filed pursuant to the
     Exchange Act.

          In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the Commission.  Any
statement contained 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 other subsequently
filed document which also is or is deemed to be 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.

Item 4. Description of Securities.

          Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

          None.

Item 6. Indemnification of Directors and Officers.

          Pursuant to the Certificate of Incorporation of the Registrant, each
director of the Registrant will be held harmless from personal liability for
breach of fiduciary duty as a director, except for liability arising from (i)
breach of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) acts under Section
174 of the Delaware General Corporation Law, or (iv) any transaction from which
a director derives an improper personal benefit.

          CONSOL Energy's By-laws also provide that any present or prior
director, officer, employee or agent of CONSOL Energy shall be indemnified by
CONSOL Energy as of right to the full extent permitted by the Delaware General
Corporation Law against any liability, cost or expense asserted against and
incurred by such person by reason of his serving in such capacity. This right to
indemnification includes the right to be paid the expenses incurred in defending
any action, suit or proceeding in advance of its final disposition.

Item 7. Exemption from Registration Claimed.

          Not applicable.

                                      II-1
<PAGE>

Item 8. Exhibits.

          The exhibits filed as part of this Registration Statement are as
follows:

     Exhibit No.         Description
     -----------         -----------

          4.1            CONSOL Energy Equity Incentive Plan (Incorporated by
                         reference to Exhibit 10.20 to the Registration
                         Statement on Form S-1 (Registration No. 333-68987)
                         declared effective on April 28, 1999).

          5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1            Consent of Ernst & Young LLP.

         23.2            Consent of Paul, Hastings, Janofsky & Walker LLP
                         (contained in Exhibit 5.1).

         24.1            Power of Attorney (contained on the Signature Page of
                         this Registration Statement).

Item 9. Undertakings.

        The undersigned Registrant hereby undertakes:

        A.  (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 material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement.

            (2)  That, for the purpose of determining any liability under the
    Securities Act, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered herein, 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-effective
    amendment 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, each filing of the
    Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
    Exchange Act (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.  The undersigned registrant hereby undertakes to deliver or cause to
    be delivered with the prospectus, to each person to whom the prospectus is
    sent or given, the latest quarterly report, to option holders that is
    incorporated by reference in this registration statement and furnished
    pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
    the Exchange Act; and, where interim financial information required to be
    presented by Article 3 of Registration S-X is not set forth in the
    prospectus, to deliver, or cause to be delivered to each person to whom the
    prospectus is sent or given, the latest quarterly report that is
    specifically incorporated by reference in the registration statement to
    provide such interim financial information.

        D.  Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and controlling
    person of the registrant pursuant to the foregoing provisions, or otherwise,
    the registrant has been advised that in the opinion of the Commission such
    indemnification is against public policy as expressed in the Securities Act
    and is, therefore, unenforceable.  In the event

                                      II-2
<PAGE>

    that a claim for indemnification against such liabilities (other than the
    payment by 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 Securities Act and will be governed by the final adjudication of such
    issue.

                                      II-3
<PAGE>

                                  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 Washington, District of Columbia, on September 17,
1999.


                                  CONSOL ENERGY INC.
                                  (Registrant)



                                  By:  /s/ J. Brett Harvey
                                     -----------------------------------------
                                      J. BRETT HARVEY, PRESIDENT

                                      II-4
<PAGE>

                               POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel L. Fassio as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including pre- or post-effective amendments) to the
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature                       Title                          Date
    ---------                       -----                          ----

/s/ J. Brett Harvey         Director, President and          September 17, 1999
-------------------------
J. BRETT HARVEY             Chief Executive Officer
                            (Principal Executive Officer)


/s/ Michael F. Nemser       Vice President and Chief         September 17, 1999
-------------------------
MICHAEL F. NEMSER           Financial Officer
                            (Principal Financial Officer)


/s/ William J. Lyons        Vice President and Controller    September 17, 1999
-------------------------
WILLIAM J. LYONS            (Principal Accounting Officer)



/s/ John L. Whitmire        Chairman of the Board of         September 17, 1999
-------------------------
JOHN L. WHITMIRE            Directors



/s/ Philip W. Baxter        Director                         September 17, 1999
-------------------------
PHILIP W. BAXTER


/s/ Berthold Bonekamp       Director                         September 17, 1999
-------------------------
BERTHOLD BONEKAMP


/s/ Bernd J. Breloer        Director                         September 17, 1999
-------------------------
BERND J. BRELOER


/s/ B. R. Brown             Director                         September 17, 1999
-------------------------
B. R. BROWN

                                      II-5
<PAGE>

/s/ Dieter Henning            Director                      September 17, 1999
-------------------------
DR. DIETER HENNING


/s/ Rolf Zimmernmann          Director                      September 17, 1999
-------------------------
DR. ROLF ZIMMERMANN

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15523}]
{"company-data": {"conformed-name": "CONSOL ENERGY INC", "cik": "0001070412", "assigned-sic": "1220", "irs-number": "510337383"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87545", "film-number": "99715115"}, "business-address": {"street1": "C/O CONSOL INC", "street2": "1800 WASHINGTON RD", "city": "PITTSBURGH", "state": "PA", "zip": "15241"}, "mail-address": {"street1": "CONSOL INC", "street2": "1800 WASHINGTON RD", "city": "PITTSBURGH", "state": "PA", "zip": "15241"}}
As filed with the Securities and Exchange Commission on September ______,
1999.
                                                      Registration No.

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            _______________________

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            _______________________

                              CONSOL ENERGY INC.
            (Exact name of registrant as specified in its charter)

                Delaware                                  51-0337383
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)

      300 Delaware Avenue
           Suite 567
      Wilmington, Delaware                                19801-1622
(Address of Principal Executive Offices)                  (Zip Code)

                   CONSOL Energy Inc. Equity Incentive Plan
                           (Full title of the plan)

                            Daniel L. Fassio, Esq.
                         Vice President and Secretary
                                c/o CONSOL INC.
                      Consol Plaza, 1800 Washington Road
                        Pittsburgh, Pennsylvania 15241
                    (Name and address of agent for service)

                                (412) 831-4000
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==================================================================================================
                                                  Proposed        Proposed
                                                  Maximum          Maximum
                               Amount to          Offering        Aggregate          Amount of
   Title of Securities             be            Price per        Offering        Registration
     to be Registered          Registered        Share (1)          Price               Fee
--------------------------------------------------------------------------------------------------
Common Stock, Par
Value $.01 (2)............       3,250,000        $13.2500        $43,062,500       $11,971.38
==================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457 under the Securities Act of 1933, as amended (the
     "Securities Act"). The Proposed Maximum Offering Price is based on the
     average of the high and low sale prices of the Common Stock of the
     Registrant as reported on the New York Stock Exchange on September 20,
     1999.

(2)  This Registration Statement covers an indeterminate number of additional
     shares which may become subject to options as a result of the adjustment
     provisions of the plan and agreements.  The registration fee is calculated
     only on the stated number of shares.
EXPLANATORY NOTE

     This Registration Statement is intended to register shares to be issued and
sold pursuant to the CONSOL Energy Inc. Equity Incentive Plan (the "Equity
Incentive Plan").  Pursuant to the Note to Part I of Form S-8, the plan
information specified by Part I of Form S-8 to be contained in a Section 10(a)
prospectus to be distributed to each optionee is not being filed with the
Securities and Exchange Commission.  Part II contains Information Required in
the Registration Statement pursuant to Part II of Form S-8.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following information filed with the Securities and Exchange
Commission (the "Commission") is incorporated herein by reference:

          1.   The Registrant's Quarterly Report on Form 10-Q for the quarter
     ended March 31, 1999, filed pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act").

          2.   The Registrant's final prospectus filed with the Commission on
     April 29, 1999 pursuant to Rule 424(b) of the Securities Act of 1933, as
     amended (the "Securities Act").

          3.   The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-A, filed pursuant to the
     Exchange Act.

          In addition, all documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents with the Commission.  Any
statement contained 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 other subsequently
filed document which also is or is deemed to be 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.

Item 4. Description of Securities.

          Not applicable; the class of securities to be offered is registered
under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

          None.

Item 6. Indemnification of Directors and Officers.

          Pursuant to the Certificate of Incorporation of the Registrant, each
director of the Registrant will be held harmless from personal liability for
breach of fiduciary duty as a director, except for liability arising from (i)
breach of loyalty, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) acts under Section
174 of the Delaware General Corporation Law, or (iv) any transaction from which
a director derives an improper personal benefit.

          CONSOL Energy's By-laws also provide that any present or prior
director, officer, employee or agent of CONSOL Energy shall be indemnified by
CONSOL Energy as of right to the full extent permitted by the Delaware General
Corporation Law against any liability, cost or expense asserted against and
incurred by such person by reason of his serving in such capacity. This right to
indemnification includes the right to be paid the expenses incurred in defending
any action, suit or proceeding in advance of its final disposition.

Item 7. Exemption from Registration Claimed.

          Not applicable.

                                      II-1
Item 8. Exhibits.

          The exhibits filed as part of this Registration Statement are as
follows:

     Exhibit No.         Description
     -----------         -----------

          4.1            CONSOL Energy Equity Incentive Plan (Incorporated by
                         reference to Exhibit 10.20 to the Registration
                         Statement on Form S-1 (Registration No. 333-68987)
                         declared effective on April 28, 1999).

          5.1            Opinion of Paul, Hastings, Janofsky & Walker LLP.

         23.1            Consent of Ernst & Young LLP.

         23.2            Consent of Paul, Hastings, Janofsky & Walker LLP
                         (contained in Exhibit 5.1).

         24.1            Power of Attorney (contained on the Signature Page of
                         this Registration Statement).

Item 9. Undertakings.

        The undersigned Registrant hereby undertakes:

        A.  (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 material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement.

            (2)  That, for the purpose of determining any liability under the
    Securities Act, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered herein, 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-effective
    amendment 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, each filing of the
    Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
    Exchange Act (and, where applicable, each filing of an employee benefit
    plan's annual report pursuant to Section 15(d) of the Exchange Act) 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.  The undersigned registrant hereby undertakes to deliver or cause to
    be delivered with the prospectus, to each person to whom the prospectus is
    sent or given, the latest quarterly report, to option holders that is
    incorporated by reference in this registration statement and furnished
    pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
    the Exchange Act; and, where interim financial information required to be
    presented by Article 3 of Registration S-X is not set forth in the
    prospectus, to deliver, or cause to be delivered to each person to whom the
    prospectus is sent or given, the latest quarterly report that is
    specifically incorporated by reference in the registration statement to
    provide such interim financial information.

        D.  Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and controlling
    person of the registrant pursuant to the foregoing provisions, or otherwise,
    the registrant has been advised that in the opinion of the Commission such
    indemnification is against public policy as expressed in the Securities Act
    and is, therefore, unenforceable.  In the event

                                      II-2
that a claim for indemnification against such liabilities (other than the
    payment by 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 Securities Act and will be governed by the final adjudication of such
    issue.

                                      II-3
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 Washington, District of Columbia, on September 17,
1999.

                                  CONSOL ENERGY INC.
                                  (Registrant)

                                  By:  /s/ J. Brett Harvey
                                     -----------------------------------------
                                      J. BRETT HARVEY, PRESIDENT

                                      II-4
POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel L. Fassio as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including pre- or post-effective amendments) to the
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any other regulatory authority, granting unto said attorney-in-
fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature                       Title                          Date
    ---------                       -----                          ----

/s/ J. Brett Harvey         Director, President and          September 17, 1999
-------------------------
J. BRETT HARVEY             Chief Executive Officer
                            (Principal Executive Officer)

/s/ Michael F. Nemser       Vice President and Chief         September 17, 1999
-------------------------
MICHAEL F. NEMSER           Financial Officer
                            (Principal Financial Officer)

/s/ William J. Lyons        Vice President and Controller    September 17, 1999
-------------------------
WILLIAM J. LYONS            (Principal Accounting Officer)

/s/ John L. Whitmire        Chairman of the Board of         September 17, 1999
-------------------------
JOHN L. WHITMIRE            Directors

/s/ Philip W. Baxter        Director                         September 17, 1999
-------------------------
PHILIP W. BAXTER

/s/ Berthold Bonekamp       Director                         September 17, 1999
-------------------------
BERTHOLD BONEKAMP

/s/ Bernd J. Breloer        Director                         September 17, 1999
-------------------------
BERND J. BRELOER

/s/ B. R. Brown             Director                         September 17, 1999
-------------------------
B. R. BROWN

                                      II-5
/s/ Dieter Henning            Director                      September 17, 1999
-------------------------
DR. DIETER HENNING

/s/ Rolf Zimmernmann          Director                      September 17, 1999
-------------------------
DR. ROLF ZIMMERMANN

                                      II-6