February 28, 1997




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  150,000  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 Savings and Protection Plan.

      2. The registration fee in the amount of $1,381 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 February 24,
1997.  This amount was  transferred  on February 27, 1997 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 Corporate Attorney


eg\sc\s8-regi


<PAGE>



  As filed with the Securities and Exchange Commission on  February 28, 1997


                                                      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 Savings and Protection 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 be  Proposed maximum  Proposed maximum   Amount of
   securities      registered    offering price   aggregate offer-  registration
to be registered                   per share        ing price          fee

================================================================================
  Common Stock
  (No Par Value)    150,000         $30.375        $4,556,250         $1,381
                    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  February  24,  1997,  pursuant  to Rule 457(h).

eg\sc\s8-regi

<PAGE>



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


                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT




Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


      The Company  incorporates  herein by reference  the  following  documents,
which also have been or will be filed with the Commission.

      (1)   the Company's Annual Report on Form 10-K for the year ended December
            31, 1995 filed on March 26, 1996, and the Company's  Amendment No. 1
            to the  Company's  Annual  Report on Form 10-K/A  filed on April 26,
            1996;

      (2)   the  Company's  Quarterly  Reports  on Form  10-Q for the  quarterly
            periods ended March 31, 1996, June 30, 1996 and September 30, 1996.

      (3)   the Company's Current Report on Form 8-K dated March 21, 1996;

      (4)   the Company's definitive Proxy Statement dated April 9, 1996 for the
            Annual Meeting of Shareholders held on May 23, 1996;

      (5)   the  Company's  Registration  Statement  on Form 8-A  registering
            Preferred Stock Purchase Rights filed on April 16,  1996; and

      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.  EXPERTS

      The  consolidated  financial  statements  of  Equitable  Resources,   Inc.
appearing  in the  Company's  Annual  Report  on  Form  10-K as  amended  by its
amendment No. 1 to its Annual Report on Form 10-K/A for the year ended  December
31, 1995, 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 7.  EXHIBITS

         Number   Description

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

Item 8.  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 February
28, 1997.


                                 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 February 28, 1997:


           Signature                                         Title


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


    /s/A. MARK ABRAMOVIC            Senior Vice President and 
       A. Mark Abramovic            Chief Financial Officer
                                    (Chief Accounting officer)


     /s/ PAUL CHRISTIANO            Director
         Paul Christiano


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


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


     /s/DONALD I. MORITZ            Director
        Donald I. Moritz


                                    Director
        Malcolm M. Prine


                                    Director
        James E. Rohr


     /s/PHYLLIS A. SAVILL           Director
        Phyllis A. Savil


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


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


      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
administrative  committee of the Employee  Savings and Protection  Plan has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly witnessed in the City of Pittsburgh, Commonwealth of
Pennsylvania on February 28, 1997.

                                          Employee Savings and Protection Plan


                                      By:       /s/GREGORY R. SPENCER
                                                   Gregory R. Spencer







<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)  of  Equitable  Resources,   Inc.  for  the
registration  of 150,000 shares of its common stock  pertaining to the Equitable
Resources, Inc. Employee Savings and Protection Plan and to the incorporation by
reference  therein of our report dated  February  13, 1996,  with respect to the
consolidated  financial  statements  and schedule of Equitable  Resources,  Inc.
included in its Annual  Report (Form 10-K) for the year ended  December 31, 1995
as amended by the Company's  Amendment No. 1 to its Annual Report on Form 10-K/A
for the year ended  December 31, 1995 and filed with the Securities and Exchange
Commission.



                                          /s/Ernst & Young  LLP





Pittsburgh, Pennsylvania
February 26, 1997





eg\sc\ex23.1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 TO THE SEC", "secsgml_size_bytes": 23832}]
{"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": "333-22529", "film-number": "97547528"}, "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"}}
February 28, 1997

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  150,000  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 Savings and Protection Plan.

      2. The registration fee in the amount of $1,381 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 February 24,
1997.  This amount was  transferred  on February 27, 1997 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 Corporate Attorney

eg\sc\s8-regi
As filed with the Securities and Exchange Commission on  February 28, 1997

                                                      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 Savings and Protection 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 be  Proposed maximum  Proposed maximum   Amount of
   securities      registered    offering price   aggregate offer-  registration
to be registered                   per share        ing price          fee

================================================================================
  Common Stock
  (No Par Value)    150,000         $30.375        $4,556,250         $1,381
                    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  February  24,  1997,  pursuant  to Rule 457(h).

eg\sc\s8-regi
===============================================================================
===============================================================================

                   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The Company  incorporates  herein by reference  the  following  documents,
which also have been or will be filed with the Commission.

      (1)   the Company's Annual Report on Form 10-K for the year ended December
            31, 1995 filed on March 26, 1996, and the Company's  Amendment No. 1
            to the  Company's  Annual  Report on Form 10-K/A  filed on April 26,
            1996;

      (2)   the  Company's  Quarterly  Reports  on Form  10-Q for the  quarterly
            periods ended March 31, 1996, June 30, 1996 and September 30, 1996.

      (3)   the Company's Current Report on Form 8-K dated March 21, 1996;

      (4)   the Company's definitive Proxy Statement dated April 9, 1996 for the
            Annual Meeting of Shareholders held on May 23, 1996;

      (5)   the  Company's  Registration  Statement  on Form 8-A  registering
            Preferred Stock Purchase Rights filed on April 16,  1996; and

      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.  EXPERTS

      The  consolidated  financial  statements  of  Equitable  Resources,   Inc.
appearing  in the  Company's  Annual  Report  on  Form  10-K as  amended  by its
amendment No. 1 to its Annual Report on Form 10-K/A for the year ended  December
31, 1995, 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 7.  EXHIBITS

         Number   Description

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

Item 8.  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 February
28, 1997.

                                 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 February 28, 1997:

           Signature                                         Title

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

    /s/A. MARK ABRAMOVIC            Senior Vice President and 
       A. Mark Abramovic            Chief Financial Officer
                                    (Chief Accounting officer)

     /s/ PAUL CHRISTIANO            Director
         Paul Christiano

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

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

     /s/DONALD I. MORITZ            Director
        Donald I. Moritz

                                    Director
        Malcolm M. Prine

                                    Director
        James E. Rohr

     /s/PHYLLIS A. SAVILL           Director
        Phyllis A. Savil

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

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

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
administrative  committee of the Employee  Savings and Protection  Plan has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly witnessed in the City of Pittsburgh, Commonwealth of
Pennsylvania on February 28, 1997.

                                          Employee Savings and Protection Plan

                                      By:       /s/GREGORY R. SPENCER
                                                   Gregory R. Spencer
===============================================================================
===============================================================================

                                                                  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)  of  Equitable  Resources,   Inc.  for  the
registration  of 150,000 shares of its common stock  pertaining to the Equitable
Resources, Inc. Employee Savings and Protection Plan and to the incorporation by
reference  therein of our report dated  February  13, 1996,  with respect to the
consolidated  financial  statements  and schedule of Equitable  Resources,  Inc.
included in its Annual  Report (Form 10-K) for the year ended  December 31, 1995
as amended by the Company's  Amendment No. 1 to its Annual Report on Form 10-K/A
for the year ended  December 31, 1995 and filed with the Securities and Exchange
Commission.

                                          /s/Ernst & Young  LLP

Pittsburgh, Pennsylvania
February 26, 1997

eg\sc\ex23.1