March 22, 1996





United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      Re:  Registration Statement on Form S-8 ("Form S-8")
           for Equitable Resources, Inc.

Gentlemen:

      Equitable Resources, Inc. (the "Company"), hereby transmits the
following:

      1.  Registration  Statement  on Form S-8  covering  500,000  shares of the
Company's  Common  Stock,  no par value,  together  with all  exhibits  (bearing
signatures  in typed form  throughout)  to register  shares  issuable  under the
Equitable Resources, Inc. Employee Stock Purchase Plan.

      2. The registration fee in the amount of $5,000 was calculated pursuant to
Rule 457(h)  based on the average of the high and low prices as reported for the
Company's Common Stock in the  consolidated  reporting system on March 15, 1996.
This  amount  was   transferred   this  date  to  the  Securities  and  Exchange
Commission's  lockbox (Account No.  910-8739) at Mellon Bank, N.A.,  Pittsburgh,
Pennsylvania.

      If you have any  questions  or  comments  concerning  this  filing  or the
matters referred to above,  please do not hesitate to contact the undersigned at
(412) 553-5727.

                          Very truly yours,



                            /s/ELLIOT GILL
                               Elliot Gill
                          Senior Securities Attorney
sc8covltr


<PAGE>



      As filed with the  Securities  and  Exchange  Commission  on March 22,
1996


                                               Registration No.


                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


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


                          EQUITABLE RESOURCES, INC.
           (Exact name of registrant as specified in its charter)


         Pennsylvania                                   25-0464690
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

420 Boulevard of the Allies, Pittsburgh, Pennsylvania      15219
(Address of Principal Executive Office)                  (Zip Code)

                          Equitable Resources, Inc.
                        Employee Stock Purchase Plan
                          (Full title of the Plan)

        A. Mark Abramovic, Vice President and Chief Financial Officer
         420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
                   (Name and address of agent for service)

                   Telephone number, including area code,
                    of agent for service:  (412) 553-5700


                       CALCULATION OF REGISTRATION FEE

=================-------------------------------------------=============

    Title of      Amount to     Proposed        Proposed      Amount of
   securities        be         maximum         maximum     registration
to be registered registered  offering price     aggregate        fee
                               per share        offer-
                                               ing price
=========================================================================
Common Stock
   (No Par        500,000        $29.00*      $14,500,000       $5,000
    Value)        shares
=========================================================================

      *Estimated  solely for the  purpose of  calculating  the  registration
       fee; computed on the basis of the price at which securities
       of the same class were sold on March 15, 1996, pursuant to Rule 457(h).


<PAGE>



============================================================================

============================================================================







             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT




Item 3.  DOCUMENTS INCORPORATED BY REFERENCE


      The following  documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:

      (1)  The Annual Report on Form 10-K for the year ended December 31, 1994.

      (2)  Proxy Statement for the Company's Annual Meeting of Shareholders held
           May 26, 1995.

      (3)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
           June 30, 1995 and September 30, 1995.

      (4)  Form 10-Q/A for the quarter ended June 30, 1995.

      (5)  Description of the Company's Common Stock set forth in the Prospectus
           contained  in the  Company's  Registration  Statement  on  Form  S-3,
           Registration  No. 33-49905,  filed August 4, 1993, and  Pre-Effective
           Amendment to said Registration Statement filed August 25, 1993.


      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
hereof  and  prior to the  termination  of this  offering  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.


Item 5.  LEGAL MATTERS

      Certain legal matters in connection  with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Augustine A. Mazzei,
Jr., Esq.,  employed by the Company as its Senior Vice President and Chief Legal
Officer.  On March 15, 1996, Mr. Mazzei  beneficially owned 13,357 shares of the
Company's Common Stock and held options to purchase an additional  68,500 shares
of Common Stock.

         EXPERTS

      The  consolidated   financial  statements  and  schedule  of  the  Company
appearing  in the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1994, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated  financial  statements are incorporated  herein by
reference in reliance upon such report, given upon the authority of such firm as
experts in accounting and auditing.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Sections 1741 and 1742 of the Pennsylvania  Business  Corporation Law (the
"PBCL")  provide that a business  corporation  shall have the power to indemnify
any person who was or is a party,  or is threatened  to be made a party,  to any
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  proceeding,  if  such  person  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and,  with respect to any criminal  proceeding,  had no reasonable
cause to believe his conduct was unlawful. In the case of an action by or in the
right of the corporation, such indemnification is limited to expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made in respect of any claim,  issue or matter as to which such  person
has been adjudged to be liable to the corporation unless, and only to the extent
that, a court  determines upon  application  that,  despite the  adjudication of
liability  but in view of all the  circumstances,  such  persons  is fairly  and
reasonably entitled to indemnity for the expenses that the court deems proper.

      PBCL  Section  1744  provides  that,   unless  ordered  by  a  court,  any
indemnification  referred  to  above  shall be made by the  corporation  only as
authorized in the specific case upon a  determination  that  indemnification  is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct. Such determination shall be made:


      (1)  by  the  Board  of  Directors  by a  majority  vote  of a  quorum
           consisting of directors who were not parties to the proceeding; or

      (2)  if such a quorum is not  obtainable,  or if obtainable and a majority
           vote  of  a  quorum  of  disinterested   directors  so  directs,   by
           independent legal counsel in a written opinion; or

      (3)  by the shareholders.

      Notwithstanding  the above,  PBCL Section 1743 provides that to the extent
that a  director,  officer,  employee  or agent  of a  business  corporation  is
successful on the merits or otherwise in defense of any  proceeding  referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

      PBCL Section 1745  provides  that  expenses  (including  attorneys'  fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any such  proceeding may be paid by the  corporation in advance of the
final  disposition of the proceeding upon receipt of an undertaking to repay the
amount  advanced  if it is  ultimately  determined  that the  indemnitee  is not
entitled to be indemnified by the corporation.

      PBCL Section 1746 provides that the  indemnification  and  advancement  of
expenses  provided by, or granted  pursuant to, the foregoing  provisions is not
exclusive of any other rights to which a person seeking  indemnification  may be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise, and that indemnification may be granted under any bylaw,
agreement, vote of shareholders or directors or otherwise by any action taken or
any  failure to take any action  whether or not the  corporation  would have the
power to indemnify  the person  under any other  provision of law and whether or
not the indemnified liability arises or arose from any action by or in the right
of the corporation,  provided,  however,  that no indemnification may be made in
any  case  where  the  act or  failure  to act  giving  rise  to the  claim  for
indemnification is determined by a court to have constituted  willful misconduct
or recklessness.

      Article IV of the By-Laws of the  Registrant  provides that the Directors,
officers,  agents and employees of the  Registrant  shall be  indemnified  as of
right to the fullest extent now or hereafter not prohibited by law in connection
with any actual or  threatened  action,  suit or  proceeding,  civil,  criminal,
administrative,  investigative  or other (whether  brought by or in the right of
the  Registrant or otherwise)  arising out of their service to the Registrant or
to another enterprise at the request of the Registrant.

      PBCL Section 1747 permits a Pennsylvania  business corporation to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation or other  enterprise,  against any liability  asserted  against such
person and incurred by him in any such capacity, or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  the
person against such liability under the provisions described above.

      Article IV of the By-Laws of the  Registrant  provides that the Registrant
may purchase and maintain insurance to protect itself and any Director, officer,
agent or  employee  entitled  to  indemnification  under  Article IV against any
liability asserted against such person and incurred by such person in respect of
the service of such person to the Registrant whether or not the Registrant would
have the power to indemnify  such person  against such liability by law or under
the provisions of Article IV.

      The  Registrant  maintains  directors' and officers'  liability  insurance
covering its  Directors  and officers  with  respect to  liabilities,  including
liabilities  under the Securities Act of 1933, as amended,  which they may incur
in connection with their serving as such.  Under this insurance,  the Registrant
may receive reimbursement for amounts as to which the Directors and officers are
indemnified  by  the  Registrant  under  the  foregoing  By-Law  indemnification
provision.  Such insurance  also provides  certain  additional  coverage for the
Directors and officers against certain  liabilities even though such liabilities
may not be covered by the foregoing By-Law indemnification provision.

      As  permitted by PBCL  Section  1713,  the Articles and the By-Laws of the
Registrant  provide  that no Director  shall be  personally  liable for monetary
damages  for any  action  taken,  or  failure to take any  action,  unless  such
Director's  breach  of duty or  failure  to  perform  constituted  self-dealing,
willful  misconduct or recklessness.  The PBCL states that this exculpation from
liability  does not  apply to the  responsibility  or  liability  of a  Director
pursuant to any criminal  statute or the liability of a Director for the payment
of taxes  pursuant  to  Federal,  state or local  law.  It may also not apply to
liabilities  imposed upon directors by the Federal securities laws. PBCL Section
1715(d) creates a presumption,  subject to exceptions,  that a Director acted in
the best  interests  of the  corporation.  PBCL  Section  1712,  in defining the
standard of care a Director  owes to the  corporation,  provides that a Director
stands in a fiduciary relation to the corporation and must perform his duties as
a Director  or as a member of any  committee  of the Board in good  faith,  in a
manner he reasonably believes to be in the best interests of the corporation and
with such care, including reasonable inquiry,  skill and diligence,  as a person
of ordinary prudence would use under similar circumstances.

      In June, 1987, the Registrant entered into a separate Indemnity  Agreement
with each of its then Directors and officers. These Indemnity Agreements provide
a contractual right to indemnification against expenses and liabilities (subject
to certain limitations and exceptions) and a contractual right to advancement of
expenses,  and contain  additional  provisions  regarding the  determination  of
entitlement,  settlement of proceedings,  insurance, rights of contribution, and
other matters.


Item 8.  EXHIBITS

         Number Description


         23.1   Consent  of Ernst & Young  LLP,  independent  auditors,
                filed herewith.




Item 9.  UNDERTAKINGS

         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:

           To  include  any  material  information  with  respect to the plan of
           distribution not previously  disclosed in the registration  statement
           or any  material  change  to  such  information  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-effective  amendment
           any of the  securities  being  registered  which remain unsold at the
           termination of the offering.

         (4)  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.

           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.


<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 Pittsburgh,  Commonwealth of Pennsylvania,  on March
21, 1996.


                                               EQUITABLE RESOURCES, INC.
                                               (Registrant)



                                               By   FREDERICK H. ABREW
                                                    Frederick H. Abrew
                                                    President and Chief
                                                      Executive Officer



                           POWER OF ATTORNEY


      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and  appoints  FREDERICK  H. ABREW,  A. MARK  ABRAMOVIC  and
AUGUSTINE  A.  MAZZEI,  JR.,  and  each of  them,  his or her  true  and  lawful
attorneys-in-fact  and agents,  with full power of substitution  and revocation,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same with all exhibits  thereto,  and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or their or his or her  substitute,  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 indicated on March 21, 1996:


              Signature                             Title


        /s/FREDERICK H. ABREW        President and Chief Executive Officer
        Frederick H. Abrew


        /s/A. MARK ABRAMOVIC         Vice President and Chief Financial Officer
          A. Mark Abramovic


    /s/AUGUSTINE  A. MAZZEI, JR.     Senior Vice President and Chief
      Augustine A. Mazzei, Jr.         Legal Officer


           /s/DAN C. EATON           Vice President - Strategic and
            Dan C. Eaton               Financial Planning
                                       (Chief Accounting Officer)



                                          Director
          Merle E. Gilliand


      /s/E. LAWRENCE KEYES, JR.          Director
       E. Lawrence Keyes, Jr.


      /s/THOMAS A. MCCONOMY               Director
         Thomas A. McConomy


      /s/MALCOLM M. PRINE                 Director
          Malcolm M. Prine


      /s/DAVID S. SHAPIRA                 Director
          David S. Shapira


      /s/BARBARA BOYLE SULLIVAN           Director
       Barbara Boyle Sullivan


      /s/J. MICHAEL TALBERT               Director
          J. Michael Talbert



<PAGE>


============================================================================

============================================================================



                                                                  EXHIBIT 23.1




                      CONSENT OF INDEPENDENT AUDITORS


We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement (Form S-8) pertaining to the Equitable  Resources,  Inc.
Employee Stock Purchase Plan and to the  incorporation  by reference  therein of
our report dated February 13, 1995, with respect to the  consolidated  financial
statements  and schedules of Equitable  Resources,  Inc.  included in its Annual
Report  (Form  10-K)  for the year  ended  December  31,  1994,  filed  with the
Securities and Exchange Commission.



                                    /S/Ernst & Young  LLP





Pittsburgh, Pennsylvania
March 22, 1996





eg\sc\ex23.1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23393}]
{"company-data": {"conformed-name": "EQUITABLE RESOURCES INC /PA/", "cik": "0000033213", "assigned-sic": "4923", "irs-number": "250464690", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01879", "film-number": "96537346"}, "business-address": {"street1": "420 BLVD OF THE ALLIES", "city": "PITTSBURGH", "state": "PA", "zip": "15219", "phone": "4122613000"}, "mail-address": {"street1": "420 BOULEVARD OF THE ALLIES", "city": "PITTSBURGH", "state": "PA", "zip": "15219"}, "former-company": {"former-conformed-name": "EQUITABLE GAS CO", "date-changed": "19841120"}}
March 22, 1996

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

      Re:  Registration Statement on Form S-8 ("Form S-8")
           for Equitable Resources, Inc.

Gentlemen:

      Equitable Resources, Inc. (the "Company"), hereby transmits the
following:

      1.  Registration  Statement  on Form S-8  covering  500,000  shares of the
Company's  Common  Stock,  no par value,  together  with all  exhibits  (bearing
signatures  in typed form  throughout)  to register  shares  issuable  under the
Equitable Resources, Inc. Employee Stock Purchase Plan.

      2. The registration fee in the amount of $5,000 was calculated pursuant to
Rule 457(h)  based on the average of the high and low prices as reported for the
Company's Common Stock in the  consolidated  reporting system on March 15, 1996.
This  amount  was   transferred   this  date  to  the  Securities  and  Exchange
Commission's  lockbox (Account No.  910-8739) at Mellon Bank, N.A.,  Pittsburgh,
Pennsylvania.

      If you have any  questions  or  comments  concerning  this  filing  or the
matters referred to above,  please do not hesitate to contact the undersigned at
(412) 553-5727.

                          Very truly yours,

                            /s/ELLIOT GILL
                               Elliot Gill
                          Senior Securities Attorney
sc8covltr
As filed with the  Securities  and  Exchange  Commission  on March 22,
1996

                                               Registration No.

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                          EQUITABLE RESOURCES, INC.
           (Exact name of registrant as specified in its charter)

         Pennsylvania                                   25-0464690
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

420 Boulevard of the Allies, Pittsburgh, Pennsylvania      15219
(Address of Principal Executive Office)                  (Zip Code)

                          Equitable Resources, Inc.
                        Employee Stock Purchase Plan
                          (Full title of the Plan)

        A. Mark Abramovic, Vice President and Chief Financial Officer
         420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
                   (Name and address of agent for service)

                   Telephone number, including area code,
                    of agent for service:  (412) 553-5700

                       CALCULATION OF REGISTRATION FEE

=================-------------------------------------------=============

    Title of      Amount to     Proposed        Proposed      Amount of
   securities        be         maximum         maximum     registration
to be registered registered  offering price     aggregate        fee
                               per share        offer-
                                               ing price
=========================================================================
Common Stock
   (No Par        500,000        $29.00*      $14,500,000       $5,000
    Value)        shares
=========================================================================

      *Estimated  solely for the  purpose of  calculating  the  registration
       fee; computed on the basis of the price at which securities
       of the same class were sold on March 15, 1996, pursuant to Rule 457(h).
============================================================================

============================================================================

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  DOCUMENTS INCORPORATED BY REFERENCE

      The following  documents filed with the Securities and Exchange Commission
are incorporated in this Registration Statement by reference:

      (1)  The Annual Report on Form 10-K for the year ended December 31, 1994.

      (2)  Proxy Statement for the Company's Annual Meeting of Shareholders held
           May 26, 1995.

      (3)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
           June 30, 1995 and September 30, 1995.

      (4)  Form 10-Q/A for the quarter ended June 30, 1995.

      (5)  Description of the Company's Common Stock set forth in the Prospectus
           contained  in the  Company's  Registration  Statement  on  Form  S-3,
           Registration  No. 33-49905,  filed August 4, 1993, and  Pre-Effective
           Amendment to said Registration Statement filed August 25, 1993.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
hereof  and  prior to the  termination  of this  offering  shall be deemed to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes  of this  Prospectus  to the extent  that a  statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

Item 5.  LEGAL MATTERS

      Certain legal matters in connection  with the sale of the shares of Common
Stock offered hereby will be passed upon for the Company by Augustine A. Mazzei,
Jr., Esq.,  employed by the Company as its Senior Vice President and Chief Legal
Officer.  On March 15, 1996, Mr. Mazzei  beneficially owned 13,357 shares of the
Company's Common Stock and held options to purchase an additional  68,500 shares
of Common Stock.

         EXPERTS

      The  consolidated   financial  statements  and  schedule  of  the  Company
appearing  in the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1994, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference.  Such consolidated  financial  statements are incorporated  herein by
reference in reliance upon such report, given upon the authority of such firm as
experts in accounting and auditing.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Sections 1741 and 1742 of the Pennsylvania  Business  Corporation Law (the
"PBCL")  provide that a business  corporation  shall have the power to indemnify
any person who was or is a party,  or is threatened  to be made a party,  to any
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the fact that such person is or was a director, officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such  proceeding,  if  such  person  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation,  and,  with respect to any criminal  proceeding,  had no reasonable
cause to believe his conduct was unlawful. In the case of an action by or in the
right of the corporation, such indemnification is limited to expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the defense or  settlement of such action,  except that no  indemnification
shall be made in respect of any claim,  issue or matter as to which such  person
has been adjudged to be liable to the corporation unless, and only to the extent
that, a court  determines upon  application  that,  despite the  adjudication of
liability  but in view of all the  circumstances,  such  persons  is fairly  and
reasonably entitled to indemnity for the expenses that the court deems proper.

      PBCL  Section  1744  provides  that,   unless  ordered  by  a  court,  any
indemnification  referred  to  above  shall be made by the  corporation  only as
authorized in the specific case upon a  determination  that  indemnification  is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct. Such determination shall be made:

      (1)  by  the  Board  of  Directors  by a  majority  vote  of a  quorum
           consisting of directors who were not parties to the proceeding; or

      (2)  if such a quorum is not  obtainable,  or if obtainable and a majority
           vote  of  a  quorum  of  disinterested   directors  so  directs,   by
           independent legal counsel in a written opinion; or

      (3)  by the shareholders.

      Notwithstanding  the above,  PBCL Section 1743 provides that to the extent
that a  director,  officer,  employee  or agent  of a  business  corporation  is
successful on the merits or otherwise in defense of any  proceeding  referred to
above, or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

      PBCL Section 1745  provides  that  expenses  (including  attorneys'  fees)
incurred by an officer, director, employee or agent of a business corporation in
defending any such  proceeding may be paid by the  corporation in advance of the
final  disposition of the proceeding upon receipt of an undertaking to repay the
amount  advanced  if it is  ultimately  determined  that the  indemnitee  is not
entitled to be indemnified by the corporation.

      PBCL Section 1746 provides that the  indemnification  and  advancement  of
expenses  provided by, or granted  pursuant to, the foregoing  provisions is not
exclusive of any other rights to which a person seeking  indemnification  may be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or otherwise, and that indemnification may be granted under any bylaw,
agreement, vote of shareholders or directors or otherwise by any action taken or
any  failure to take any action  whether or not the  corporation  would have the
power to indemnify  the person  under any other  provision of law and whether or
not the indemnified liability arises or arose from any action by or in the right
of the corporation,  provided,  however,  that no indemnification may be made in
any  case  where  the  act or  failure  to act  giving  rise  to the  claim  for
indemnification is determined by a court to have constituted  willful misconduct
or recklessness.

      Article IV of the By-Laws of the  Registrant  provides that the Directors,
officers,  agents and employees of the  Registrant  shall be  indemnified  as of
right to the fullest extent now or hereafter not prohibited by law in connection
with any actual or  threatened  action,  suit or  proceeding,  civil,  criminal,
administrative,  investigative  or other (whether  brought by or in the right of
the  Registrant or otherwise)  arising out of their service to the Registrant or
to another enterprise at the request of the Registrant.

      PBCL Section 1747 permits a Pennsylvania  business corporation to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation or other  enterprise,  against any liability  asserted  against such
person and incurred by him in any such capacity, or arising out of his status as
such,  whether  or not the  corporation  would have the power to  indemnify  the
person against such liability under the provisions described above.

      Article IV of the By-Laws of the  Registrant  provides that the Registrant
may purchase and maintain insurance to protect itself and any Director, officer,
agent or  employee  entitled  to  indemnification  under  Article IV against any
liability asserted against such person and incurred by such person in respect of
the service of such person to the Registrant whether or not the Registrant would
have the power to indemnify  such person  against such liability by law or under
the provisions of Article IV.

      The  Registrant  maintains  directors' and officers'  liability  insurance
covering its  Directors  and officers  with  respect to  liabilities,  including
liabilities  under the Securities Act of 1933, as amended,  which they may incur
in connection with their serving as such.  Under this insurance,  the Registrant
may receive reimbursement for amounts as to which the Directors and officers are
indemnified  by  the  Registrant  under  the  foregoing  By-Law  indemnification
provision.  Such insurance  also provides  certain  additional  coverage for the
Directors and officers against certain  liabilities even though such liabilities
may not be covered by the foregoing By-Law indemnification provision.

      As  permitted by PBCL  Section  1713,  the Articles and the By-Laws of the
Registrant  provide  that no Director  shall be  personally  liable for monetary
damages  for any  action  taken,  or  failure to take any  action,  unless  such
Director's  breach  of duty or  failure  to  perform  constituted  self-dealing,
willful  misconduct or recklessness.  The PBCL states that this exculpation from
liability  does not  apply to the  responsibility  or  liability  of a  Director
pursuant to any criminal  statute or the liability of a Director for the payment
of taxes  pursuant  to  Federal,  state or local  law.  It may also not apply to
liabilities  imposed upon directors by the Federal securities laws. PBCL Section
1715(d) creates a presumption,  subject to exceptions,  that a Director acted in
the best  interests  of the  corporation.  PBCL  Section  1712,  in defining the
standard of care a Director  owes to the  corporation,  provides that a Director
stands in a fiduciary relation to the corporation and must perform his duties as
a Director  or as a member of any  committee  of the Board in good  faith,  in a
manner he reasonably believes to be in the best interests of the corporation and
with such care, including reasonable inquiry,  skill and diligence,  as a person
of ordinary prudence would use under similar circumstances.

      In June, 1987, the Registrant entered into a separate Indemnity  Agreement
with each of its then Directors and officers. These Indemnity Agreements provide
a contractual right to indemnification against expenses and liabilities (subject
to certain limitations and exceptions) and a contractual right to advancement of
expenses,  and contain  additional  provisions  regarding the  determination  of
entitlement,  settlement of proceedings,  insurance, rights of contribution, and
other matters.

Item 8.  EXHIBITS

         Number Description

         23.1   Consent  of Ernst & Young  LLP,  independent  auditors,
                filed herewith.

Item 9.  UNDERTAKINGS

         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:

           To  include  any  material  information  with  respect to the plan of
           distribution not previously  disclosed in the registration  statement
           or any  material  change  to  such  information  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-effective  amendment
           any of the  securities  being  registered  which remain unsold at the
           termination of the offering.

         (4)  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.

           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.
============================================================================

============================================================================

                              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 Pittsburgh,  Commonwealth of Pennsylvania,  on March
21, 1996.

                                               EQUITABLE RESOURCES, INC.
                                               (Registrant)

                                               By   FREDERICK H. ABREW
                                                    Frederick H. Abrew
                                                    President and Chief
                                                      Executive Officer

                           POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears
below  constitutes  and  appoints  FREDERICK  H. ABREW,  A. MARK  ABRAMOVIC  and
AUGUSTINE  A.  MAZZEI,  JR.,  and  each of  them,  his or her  true  and  lawful
attorneys-in-fact  and agents,  with full power of substitution  and revocation,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same with all exhibits  thereto,  and other  documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby ratifying and confirming all that said  attorneys-in-fact  and agents, or
any of them, or their or his or her  substitute,  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 indicated on March 21, 1996:

              Signature                             Title

        /s/FREDERICK H. ABREW        President and Chief Executive Officer
        Frederick H. Abrew

        /s/A. MARK ABRAMOVIC         Vice President and Chief Financial Officer
          A. Mark Abramovic

    /s/AUGUSTINE  A. MAZZEI, JR.     Senior Vice President and Chief
      Augustine A. Mazzei, Jr.         Legal Officer

           /s/DAN C. EATON           Vice President - Strategic and
            Dan C. Eaton               Financial Planning
                                       (Chief Accounting Officer)

                                          Director
          Merle E. Gilliand

      /s/E. LAWRENCE KEYES, JR.          Director
       E. Lawrence Keyes, Jr.

      /s/THOMAS A. MCCONOMY               Director
         Thomas A. McConomy

      /s/MALCOLM M. PRINE                 Director
          Malcolm M. Prine

      /s/DAVID S. SHAPIRA                 Director
          David S. Shapira

      /s/BARBARA BOYLE SULLIVAN           Director
       Barbara Boyle Sullivan

      /s/J. MICHAEL TALBERT               Director
          J. Michael Talbert
============================================================================

============================================================================

                                                                  EXHIBIT 23.1

                      CONSENT OF INDEPENDENT AUDITORS

We  consent to the  reference  to our firm under the  caption  "Experts"  in the
Registration  Statement (Form S-8) pertaining to the Equitable  Resources,  Inc.
Employee Stock Purchase Plan and to the  incorporation  by reference  therein of
our report dated February 13, 1995, with respect to the  consolidated  financial
statements  and schedules of Equitable  Resources,  Inc.  included in its Annual
Report  (Form  10-K)  for the year  ended  December  31,  1994,  filed  with the
Securities and Exchange Commission.

                                    /S/Ernst & Young  LLP

Pittsburgh, Pennsylvania
March 22, 1996

eg\sc\ex23.1