As filed with the Securities and Exchange Commission on May 23, 2000

                                                    Registration No. 33-________
================================================================================
                                  UNITED STATES
                       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 of incorporation)                     (I.R.S. Employer
                                                   Identification Number)

   1200 ENCLAVE PARKWAY, HOUSTON, TEXAS                   77077
 (Address of Principal Executive Offices)              (Zip Code)

                                                 AMENDED AND RESTATED
          AMENDED AND RESTATED                1994 NONEMPLOYEE DIRECTOR
     1994 LONG-TERM INCENTIVE PLAN                 STOCK OPTION PLAN
     OF CABOT OIL & GAS CORPORATION         OF CABOT OIL & GAS CORPORATION

                           (Full title of the plans)
================================================================================

                               SCOTT C. SCHROEDER
                          VICE PRESIDENT AND TREASURER
                           CABOT OIL & GAS CORPORATION
                              1200 ENCLAVE PARKWAY
                              HOUSTON, TEXAS 77077
                    (Name and address of agent for service)

                                 (281) 589-4600
         (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
======================================================================================================
                                                  Proposed         Proposed maximum
Title of securities          Amount to be     maximum offering    aggregate offering     Amount of
  to be registered           registered(1)    price per share(2)      price(2)        registration fee
------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>               <C>                  <C>
Class A Common Stock, par
  value $.10 per share(2)..... 1,200,000 (3)       $21.66            $25,992,000          $6,862
======================================================================================================
</TABLE>

(1)  Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing
     the  registration fee and based upon the average of the high and low prices
     reported in the consolidated  reporting system for the Class A Common Stock
     on the New York Stock Exchange on May 17, 2000.

(2)  Includes the Right to Purchase  Preferred Stock associated with the Class A
     Common Stock.

(3)  These shares represent the aggregate amount of additional  shares that were
     added to the plans  pursuant to  amendments to such plans that were adopted
     by the shareholders on May 12, 1998.
================================================================================
<PAGE>
                                EXPLANATORY NOTE

     This  registration  statement is being filed by Cabot Oil & Gas Corporation
pursuant to General  Instruction E of Form S-8 under the Securities Act of 1933,
as amended. This registration statement registers an additional 1,000,000 shares
of Class A Common Stock, par value $.10 per share ("Common Stock"), of Cabot Oil
& Gas Corporation, a Delaware corporation,  that may be issued from time to time
pursuant to the Amended and Restated 1994 Long-Term  Incentive Plan of Cabot Oil
& Gas Corporation  and an additional  200,000 shares of Common Stock that may be
issued from time to time pursuant to the Amended and Restated  1994  Nonemployee
Director  Stock  Option  Plan of Cabot  Oil & Gas  Corporation.  Cabot Oil & Gas
previously  registered  an aggregate  of 1,600,000  shares of Common Stock to be
issued from time to time  pursuant to these plans in the form of a  Registration
Statement on Form S-8  (Registration No. 33-53723) filed with the Securities and
Exchange Commission on May 20, 1994, as amended by Post-Effective  Amendment No.
1 to Form S-8 filed with the  Securities  and Exchange  Commission  on April 12,
2000. That registration statement, as so amended, is incorporated herein by this
reference. Filed as exhibits hereto are the following:

<TABLE>
<CAPTION>
Exhibit
 Number  Description
-------  -----------
<S>     <C>
*4.1    Certificate of Incorporation of the Company (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-1 of the  Company
        (Registration No. 33-32553))

*4.2    Amended and Restated Bylaws of the Company  (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-3 of the  Company
        (Registration No. 333-83819))

*4.3    Form of Certificate of Common Stock of the Company  (incorporated herein
        by this  reference  to the  Registration  Statement  on Form  S-1 of the
        Company (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  Designation  of Series A Junior
        Participating  Preferred Stock (incorporated herein by this reference to
        the Registration Statement on Form 8-A of the Company, File No. 1-10477)

        (a)     Amendment No. 1 to the Rights  Agreement dated February 24, 1994
                (incorporated  herein by this  reference to the Annual Report on
                Form 10-K of the Company for the year ended  December  31, 1994,
                File No. 1-10477)

*4.5    Amended  and  Restated  1994  Long-Term  Incentive  Plan of the  Company
        (incorporated herein by this reference to the Annual Report on Form 10-K
        of the Company for the year ended December 31, 1998, File No. 1-10477).

<PAGE>
*4.6    Amended and Restated 1994 Nonemployee  Director Stock Option Plan of the
        Company  (incorporated  herein by this reference to the Annual Report on
        Form 10-K of the Company for the year ended December 31, 1998,  File No.
        1-10477).

5       Opinion of Baker Botts L.L.P.

15      Awareness Letter of PricewaterhouseCoopers LLP.

23.1    Consent of PricewaterhouseCoopers LLP.

23.2    Consent of Miller and Lents, Ltd.

23.3    Consent of Baker Botts L.L.P. (included in Opinion filed as Exhibit 5 to
        this registration statement).

24      Powers of Attorney (included in the signature pages hereof).
</TABLE>

------------------

* Incorporated by reference as indicated.

<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 Houston, State of Texas, on May 23, 2000.

                                      CABOT OIL & GAS CORPORATION

                                      By:  /s/ Ray R. Seegmiller
                                           -------------------------------------
                                           Ray R. Seegmiller
                                           Chairman of the Board,
                                           Chief Executive Officer and President


     Each person whose  signature  appears below appoints Scott C. Schroeder and
Lisa A. Machesney, and each of them, each of whom may act without the joinder of
the other, as his true and lawful  attorneys-in-fact  and agents 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  to this  registration
statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto and all other  documents  in  connection  therewith,  with the
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them or their 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 below by the  following  persons in the
capacities indicated on May 23, 2000.

<PAGE>

<TABLE>
<CAPTION>
        Signature                                   Title
--------------------------------------------------------------------------------
<S>                                     <C>
  /s/ Ray R. Seegmiller                 Chairman of the Board, Chief
---------------------------             Executive Officer and President
  Ray R. Seegmiller                     (Principal Executive Officer)


  /s/ Paul F. Boling                    Vice President, Finance
---------------------------             (Principal Financial Officer)
  Paul F. Boling


  /s/ Henry C. Smyth                    Controller
---------------------------             (Principal Accounting Officer)
  Henry C. Smyth


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


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

<PAGE>
        Signature                                   Title
--------------------------------------------------------------------------------


                                        Director
---------------------------
  P. Dexter Peacock


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


  /s/ Arthur L. Smith                   Director
---------------------------
  Arthur L. Smith


  /s/ William P. Vititoe                Director
---------------------------
  William P. Vititoe
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
 Number  Description
-------  -----------
<S>     <C>
*4.1    Certificate of Incorporation of the Company (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-1 of the  Company
        (Registration No. 33-32553))

*4.2    Amended and Restated Bylaws of the Company  (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-3 of the  Company
        (Registration No. 333-83819))

*4.3    Form of Certificate of Common Stock of the Company  (incorporated herein
        by this  reference  to the  Registration  Statement  on Form  S-1 of the
        Company (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  Designation  of Series A Junior
        Participating  Preferred Stock (incorporated herein by this reference to
        the Registration Statement on Form 8-A of the Company, File No. 1-10477)

        (a)     Amendment No. 1 to the Rights  Agreement dated February 24, 1994
                (incorporated  herein by this  reference to the Annual Report on
                Form 10-K of the Company for the year ended  December  31, 1994,
                File No. 1-10477)

*4.5    Amended  and  Restated  1994  Long-Term  Incentive  Plan of the  Company
        (incorporated herein by this reference to the Annual Report on Form 10-K
        of the Company for the year ended December 31, 1998, File No. 1-10477).

*4.6    Amended and Restated 1994 Nonemployee  Director Stock Option Plan of the
        Company  (incorporated  herein by this reference to the Annual Report on
        Form 10-K of the Company for the year ended December 31, 1998,  File No.
        1-10477).

5       Opinion of Baker Botts L.L.P.

15      Awareness Letter of PricewaterhouseCoopers LLP.

23.1    Consent of PricewaterhouseCoopers LLP.

23.2    Consent of Miller and Lents, Ltd.

<PAGE>
23.3    Consent of Baker Botts L.L.P. (included in Opinion filed as Exhibit 5 to
        this registration statement).

24      Powers of Attorney (included in the signature pages hereof).
</TABLE>

------------------

* Incorporated by reference as indicated.
[{"type": "S-8", "sequence": "1", "description": "REGISTSRATION STATEMENT", "secsgml_size_bytes": 13495}]
{"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": "333-37632", "film-number": "641996"}, "business-address": {"street1": "15375 MEMORIAL DR", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "2815894600"}}
As filed with the Securities and Exchange Commission on May 23, 2000

                                                    Registration No. 33-________
================================================================================
                                  UNITED STATES
                       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 of incorporation)                     (I.R.S. Employer
                                                   Identification Number)

   1200 ENCLAVE PARKWAY, HOUSTON, TEXAS                   77077
 (Address of Principal Executive Offices)              (Zip Code)

                                                 AMENDED AND RESTATED
          AMENDED AND RESTATED                1994 NONEMPLOYEE DIRECTOR
     1994 LONG-TERM INCENTIVE PLAN                 STOCK OPTION PLAN
     OF CABOT OIL & GAS CORPORATION         OF CABOT OIL & GAS CORPORATION

                           (Full title of the plans)
================================================================================

                               SCOTT C. SCHROEDER
                          VICE PRESIDENT AND TREASURER
                           CABOT OIL & GAS CORPORATION
                              1200 ENCLAVE PARKWAY
                              HOUSTON, TEXAS 77077
                    (Name and address of agent for service)

                                 (281) 589-4600
         (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
======================================================================================================
                                                  Proposed         Proposed maximum
Title of securities          Amount to be     maximum offering    aggregate offering     Amount of
  to be registered           registered(1)    price per share(2)      price(2)        registration fee
------------------------------------------------------------------------------------------------------
Class A Common Stock, par
  value $.10 per share(2)..... 1,200,000 (3)       $21.66            $25,992,000          $6,862
======================================================================================================
(1)  Estimated pursuant to Rules 457(c) and (h) solely for purposes of computing
     the  registration fee and based upon the average of the high and low prices
     reported in the consolidated  reporting system for the Class A Common Stock
     on the New York Stock Exchange on May 17, 2000.

(2)  Includes the Right to Purchase  Preferred Stock associated with the Class A
     Common Stock.

(3)  These shares represent the aggregate amount of additional  shares that were
     added to the plans  pursuant to  amendments to such plans that were adopted
     by the shareholders on May 12, 1998.
================================================================================
EXPLANATORY NOTE

     This  registration  statement is being filed by Cabot Oil & Gas Corporation
pursuant to General  Instruction E of Form S-8 under the Securities Act of 1933,
as amended. This registration statement registers an additional 1,000,000 shares
of Class A Common Stock, par value $.10 per share ("Common Stock"), of Cabot Oil
& Gas Corporation, a Delaware corporation,  that may be issued from time to time
pursuant to the Amended and Restated 1994 Long-Term  Incentive Plan of Cabot Oil
& Gas Corporation  and an additional  200,000 shares of Common Stock that may be
issued from time to time pursuant to the Amended and Restated  1994  Nonemployee
Director  Stock  Option  Plan of Cabot  Oil & Gas  Corporation.  Cabot Oil & Gas
previously  registered  an aggregate  of 1,600,000  shares of Common Stock to be
issued from time to time  pursuant to these plans in the form of a  Registration
Statement on Form S-8  (Registration No. 33-53723) filed with the Securities and
Exchange Commission on May 20, 1994, as amended by Post-Effective  Amendment No.
1 to Form S-8 filed with the  Securities  and Exchange  Commission  on April 12,
2000. That registration statement, as so amended, is incorporated herein by this
reference. Filed as exhibits hereto are the following:
Exhibit
 Number  Description
-------  -----------
*4.1    Certificate of Incorporation of the Company (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-1 of the  Company
        (Registration No. 33-32553))

*4.2    Amended and Restated Bylaws of the Company  (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-3 of the  Company
        (Registration No. 333-83819))

*4.3    Form of Certificate of Common Stock of the Company  (incorporated herein
        by this  reference  to the  Registration  Statement  on Form  S-1 of the
        Company (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  Designation  of Series A Junior
        Participating  Preferred Stock (incorporated herein by this reference to
        the Registration Statement on Form 8-A of the Company, File No. 1-10477)

        (a)     Amendment No. 1 to the Rights  Agreement dated February 24, 1994
                (incorporated  herein by this  reference to the Annual Report on
                Form 10-K of the Company for the year ended  December  31, 1994,
                File No. 1-10477)

*4.5    Amended  and  Restated  1994  Long-Term  Incentive  Plan of the  Company
        (incorporated herein by this reference to the Annual Report on Form 10-K
        of the Company for the year ended December 31, 1998, File No. 1-10477).
*4.6    Amended and Restated 1994 Nonemployee  Director Stock Option Plan of the
        Company  (incorporated  herein by this reference to the Annual Report on
        Form 10-K of the Company for the year ended December 31, 1998,  File No.
        1-10477).

5       Opinion of Baker Botts L.L.P.

15      Awareness Letter of PricewaterhouseCoopers LLP.

23.1    Consent of PricewaterhouseCoopers LLP.

23.2    Consent of Miller and Lents, Ltd.

23.3    Consent of Baker Botts L.L.P. (included in Opinion filed as Exhibit 5 to
        this registration statement).

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

* Incorporated by reference as indicated.
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 23, 2000.

                                      CABOT OIL & GAS CORPORATION

                                      By:  /s/ Ray R. Seegmiller
                                           -------------------------------------
                                           Ray R. Seegmiller
                                           Chairman of the Board,
                                           Chief Executive Officer and President

     Each person whose  signature  appears below appoints Scott C. Schroeder and
Lisa A. Machesney, and each of them, each of whom may act without the joinder of
the other, as his true and lawful  attorneys-in-fact  and agents 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  to this  registration
statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto and all other  documents  in  connection  therewith,  with the
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and for all intents and purposes as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them or their 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 below by the  following  persons in the
capacities indicated on May 23, 2000.
Signature                                   Title
--------------------------------------------------------------------------------
/s/ Ray R. Seegmiller                 Chairman of the Board, Chief
---------------------------             Executive Officer and President
  Ray R. Seegmiller                     (Principal Executive Officer)

  /s/ Paul F. Boling                    Vice President, Finance
---------------------------             (Principal Financial Officer)
  Paul F. Boling

  /s/ Henry C. Smyth                    Controller
---------------------------             (Principal Accounting Officer)
  Henry C. Smyth

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

  /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/ C. Wayne Nance                    Director
---------------------------
  C. Wayne Nance
Signature                                   Title
--------------------------------------------------------------------------------

                                        Director
---------------------------
  P. Dexter Peacock

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

  /s/ Arthur L. Smith                   Director
---------------------------
  Arthur L. Smith

  /s/ William P. Vititoe                Director
---------------------------
  William P. Vititoe
INDEX TO EXHIBITS
Exhibit
 Number  Description
-------  -----------
*4.1    Certificate of Incorporation of the Company (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-1 of the  Company
        (Registration No. 33-32553))

*4.2    Amended and Restated Bylaws of the Company  (incorporated herein by this
        reference  to the  Registration  Statement  on Form  S-3 of the  Company
        (Registration No. 333-83819))

*4.3    Form of Certificate of Common Stock of the Company  (incorporated herein
        by this  reference  to the  Registration  Statement  on Form  S-1 of the
        Company (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  Designation  of Series A Junior
        Participating  Preferred Stock (incorporated herein by this reference to
        the Registration Statement on Form 8-A of the Company, File No. 1-10477)

        (a)     Amendment No. 1 to the Rights  Agreement dated February 24, 1994
                (incorporated  herein by this  reference to the Annual Report on
                Form 10-K of the Company for the year ended  December  31, 1994,
                File No. 1-10477)

*4.5    Amended  and  Restated  1994  Long-Term  Incentive  Plan of the  Company
        (incorporated herein by this reference to the Annual Report on Form 10-K
        of the Company for the year ended December 31, 1998, File No. 1-10477).

*4.6    Amended and Restated 1994 Nonemployee  Director Stock Option Plan of the
        Company  (incorporated  herein by this reference to the Annual Report on
        Form 10-K of the Company for the year ended December 31, 1998,  File No.
        1-10477).

5       Opinion of Baker Botts L.L.P.

15      Awareness Letter of PricewaterhouseCoopers LLP.

23.1    Consent of PricewaterhouseCoopers LLP.

23.2    Consent of Miller and Lents, Ltd.
23.3    Consent of Baker Botts L.L.P. (included in Opinion filed as Exhibit 5 to
        this registration statement).

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

* Incorporated by reference as indicated.