July 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  260,000  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.  Nonstatutory Stock Option Plan.

      2. The registration fee in the amount of $2,315 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 July 23, 1997.
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
eg\sc\s8-regi

<PAGE>



      As filed with the Securities and Exchange Commission on  July 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.
                         Nonstatutory Stock Option 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)   260,000 shares    $29.375         $7,637,500         $2,315
          
================================================================================

*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 July 23, 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, 1996.

      (2)   The Company's  Proxy Statement dated April 9, 1997 for the Company's
            Annual Meeting of Shareholders held May 23, 1997.

      (3)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 1997.

      (4)   The  Company's  Current  Reports on Form 8-K filed on  February  20,
            1997, May 19, 1997, July 17, 1997 and July 21, 1997.


      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 4.  DESCRIPTION OF SECURITIES

      The authorized  capital stock of the Company consists of 80,000,000 shares
of Common Stock, without par value, of which, as of the date of this Prospectus,
approximately 35,500,000 shares are issued and outstanding, and 3,000,000 shares
of preferred  stock,  without par value (the  "Preferred  Stock"),  which may be
issued in one or more series, with such designations,  preferences, limitations,
voting rights,  conversion  privileges  and other  relative  rights and terms as
shall be set forth in  resolutions  adopted by the Board of Directors  providing
for  the  issuance   thereof.   No  Preferred  Stock  is  currently  issued  and
outstanding.

      The  following  description  of the Common  Stock and  Preferred  Stock is
summarized from the relevant provisions of the Restated Articles of the Company,
as amended  (the  "Articles").  For a  complete  statement  of such  provisions,
reference  is made  to the  Articles,  which  are  filed  as an  Exhibit  to the
Registration  Statement of which this Prospectus is a part.  Whenever particular
provisions  of the  Articles  or terms  defined  therein are  referred  to, such
provisions  or  definitions  are  incorporated  by  reference  as a part  of the
statements  made,  and such  statements  are qualified in their entirety by such
reference.


VOTING RIGHTS AND OTHER TERMS OF COMMON STOCK

      The Articles  provide that,  except in the event that Preferred Stock with
voting  rights is issued,  the  holders of Common  Stock have  exclusive  voting
rights for the election of Directors and for all other purposes and are entitled
to one  vote  for  each  share  held.  In all  elections  for  Directors,  every
shareholder  entitled  to vote has  cumulative  voting  rights,  and such rights
cannot be changed with respect to any class of stock without the vote or written
consent of the  holders of at least  two-thirds  of the number of shares of such
class of stock then outstanding.  The Articles do not provide for any conversion
rights, sinking fund provisions,  redemption  provisions,  liquidation rights or
restrictions on alienability with respect to the Common Stock.


PREFERRED STOCK

      The  authorized  shares of Preferred  Stock are issuable  without  further
shareholder  approval,  in one or more  series  as  determined  by the  Board of
Directors, with such voting rights, liquidation preferences,  redemption rights,
conversion  rights and other rights as specified by the Board of Directors.  All
or some of the rights may be senior to the Common  Stock and could  create  some
preferences  in favor of such  holders  over the  holders of the  Common  Stock,
without the approval of the shareholders.  Issuance of Preferred Stock, however,
may be  subject  to  certain  rules  of the  New  York  Stock  Exchange  and the
Philadelphia Stock Exchange.


CERTAIN PROVISIONS OF THE ARTICLES

      The Articles  provide that a "Business  Combination"  involving a "Related
Person"  (as those  terms are  defined in the  Articles)  must  satisfy  certain
minimum  price and  procedural  requirements,  unless  approved by holders of at
least 80% of the stock entitled to vote in an annual election of Directors or by
a two-thirds vote of the "Continuing Directors" (as defined in the Articles) who
are unaffiliated  with the Related Person. A shareholder vote of at least 80% of
the voting  power of all shares  entitled to vote is required in order to amend,
alter,  change or repeal, or adopt any provisions  inconsistent  with, the above
described provisions of the Articles.

      The Articles  provide that the number of Directors  constituting the whole
Board of Directors  shall not be less than five nor more than  twelve,  as fixed
from time to time by resolution of the Board of Directors. The Articles classify
the Board of Directors  into three classes as nearly equal in number as possible
with staggered  three-year terms of office.  Such classification of the Board of
Directors  dilutes the benefit of the cumulative  voting rights for the election
of Directors by decreasing the number of Directors to be elected  annually.  Any
Director,  any class of  Directors  or the entire  Board may be removed  without
cause by the affirmative  vote of at least 80% of all shares entitled to vote at
an annual election of Directors;  provided, however, that no individual Director
may be removed  without cause (unless the entire Board of Directors or any class
of  Directors  is  removed)  if the vote  cast  against  such  removal  would be
sufficient,  if voted cumulatively for such Director, to elect him or her to the
class of  Directors  of which he or she is a member.  A vacancy  on the Board is
filled by a majority vote of the remaining Directors then in office. However, if
the vacancy  resulted  from removal  from office by a vote of the  shareholders,
then such vacancy may be filled by the shareholders at the same meeting at which
such removal occurs.  All Directors  elected to fill vacancies hold office for a
term  expiring at the annual  meeting of  shareholders  at which the term of the
class to which they have been elected expires.  The foregoing  provisions do not
apply to any Director  elected by holders of  Preferred  Stock having the right,
voting separately as a class, to elect Directors.

      With certain exceptions,  the Articles require the holders of at least 80%
of the  voting  power of the stock  entitled  to vote at an annual  election  of
Directors  to  amend  or  repeal  amendments  to the  Articles  or  By-Laws  not
previously  approved  by a  two-thirds  vote of the  whole  Board of  Directors.
However,  if such an amendment to the Articles or By-Laws has been approved by a
two-thirds vote of the whole Board of Directors,  then the  affirmative  vote of
not less than the majority of the votes which all  shareholders  are entitled to
cast thereon is required to effectuate the amendment.


SPECIAL VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS

      The  Company  is  subject  to  provisions  of  the  Pennsylvania  Business
Corporation   Law  of  1988,   as  amended  (the  "PBCL")   regarding   business
combinations.  The PBCL prohibits  certain business  combinations (as defined in
the PBCL) involving a Pennsylvania  corporation that has shares registered under
the Exchange Act and an "interested  shareholder"  unless one of five conditions
is satisfied or an exception is found. An "interested  shareholder" is generally
defined to include a person who  beneficially  owns  shares  entitled to cast at
least 20% of the votes,  and a person who is an  affiliate  or  associate of the
corporation  and at any time  within  three  years prior to the date in question
owned shares entitled to cast at least 20% of the votes,  that all  shareholders
would be entitled to cast in an election of Directors of the corporation.

      In general, a corporation can effect a business  combination  involving an
interested shareholder under the PBCL if one of the following five conditions is
satisfied:  (i)  prior to the date on which the  person  becomes  an  interested
shareholder,  the Board of Directors  approves the business  combination  or the
purchase of shares that causes the person to become an  interested  shareholder;
(ii) the business  combination is approved by an affirmative vote of the holders
of all outstanding common shares;  (iii) the business combination is approved by
the  disinterested  shareholders  entitled  to  cast a  majority  of  all  votes
shareholders  would be entitled to vote at an election of Directors at a meeting
called at least five  years  after the date the  person  becomes  an  interested
shareholder;  (iv) the interested  shareholder holds shares entitled to cast 80%
or more of the  votes  that all  shareholders  would be  entitled  to cast in an
election  of  Directors  and  the  business   combination  is  approved  by  the
disinterested  shareholders  entitled  to cast a majority  of the votes that all
shareholders  would be entitled to cast in an election of Directors at a meeting
held at least three months after the  interested  shareholder  acquired such 80%
interest,  provided that the fair price and procedural requirements set forth in
the PBCL are  satisfied;  or (v) the  business  combination  is  approved by the
shareholders  at a meeting  called at least five years after the date the person
becomes an interested  shareholder,  provided that the fair price and procedural
requirements set forth in the PBCL are satisfied.


MERGER OR CONSOLIDATION WITHOUT SHAREHOLDER APPROVAL

      Under the PBCL,  no  approval  of the  shareholders  of a  corporation  is
required  in  respect  of a plan  of  merger  or  consolidation  involving  that
corporation  if  (i)  the  surviving  or  new   corporation  is  a  Pennsylvania
corporation whose articles of incorporation are identical to the articles of the
corporation (except changes that can be made without shareholder approval), each
share is to continue as or be converted into an identical share of the surviving
corporation and the  shareholders of the corporation  will hold in the aggregate
shares in the surviving or new corporation  entitled to cast at least a majority
of the  votes  entitled  to vote  at an  election  of  Directors;  (ii)  another
corporation  that  is a  party  to  the  merger  or  consolidation  directly  or
indirectly owns 80% or more of the shares of each class of the  corporation;  or
(iii) no shares of the  constituent  corporation  have been issued  prior to the
merger or consolidation.


RESTRICTIONS ON PAYMENT OF DIVIDENDS

      Dividends  may be  declared by the Board of  Directors  and paid on Common
Stock  in  accordance  with  the  provisions  of the  PBCL  and  subject  to any
restrictions  imposed by any series of Preferred Stock that may be authorized by
the Board of Directors in the future.

      The  Company's  right to declare or pay  dividends  and make certain other
distributions  on,  and to  purchase  shares  of,  Common  Stock is  limited  by
provisions  contained  in the  Company's  7 1/2%  Debentures  due  1999 and 9.9%
Debentures due 2013.


PREEMPTIVE RIGHTS

      The holders of Common  Stock have  preemptive  rights with  respect to any
offering  by the Company of new or  additional  shares of Common  Stock,  or any
security  convertible into Common Stock,  for money,  other than (i) by a public
offering  of all of such  shares or offering of all of such shares to or through
underwriters  or  investment  bankers who shall have  agreed  promptly to make a
public offering of such shares,  or (ii) pursuant to any employee  compensation,
incentive or other benefit program adopted by the Board.  The Board of Directors
may limit the time within which such preemptive  rights may be exercised.  These
provisions  cannot be changed without the vote or written consent of the holders
of at least two-thirds of the outstanding shares of Common Stock.


CHANGE OF CONTROL

      The Company's  Articles  contain  certain  provisions that could make more
difficult a change in control of the Company not having approval of the Board of
Directors. Such provisions include the ability of the Board to issue blank check
Preferred  Stock,  the  staggered  classes of the Board of Directors and the 80%
shareholder vote required to remove Directors or amend the Articles and By-Laws.
In  addition,  the  Company is subject to the PBCL  provisions  discussed  above
relating to business combinations and interested shareholders.

      In addition, the Company has entered into a Rights Agreement,  dated as of
April 1, 1996  between the Company and  Chemical  Mellon  Shareholder  Services,
L.L.C.  (the "Rights  Plan").  Under the Rights  Plan,  holders of shares of the
Company's Common Stock outstanding on the close of business on April 1, 1996 and
of  each  share  issued  thereafter  and  prior  to the  Distribution  Date  (as
hereinafter  defined)  were granted the right (a "Right") for each share of such
Common Stock to purchase one-one hundredth (1/100) of a share of a new series of
Preferred  Stock at a price (subject to  adjustment)  of $145 per  one-hundredth
share  (the  "Purchase  Price").  Upon the  occurrence  of a  Trigger  Event (as
hereinafter  defined)  the Right  becomes the right to purchase at the  Purchase
Price (as adjusted) the number of shares of Common Stock of the Company (or in a
case of a merger of the Company into, or sale of substantially all of its assets
to,  another  entity the shares of the other  entity  into which such  shares of
Common Stock were converted or exchanged) equal to the Purchase Price divided by
50% of the then market value of the Common Stock. In effect, the issuance of the
Right gives each holder of the Company's  Common Stock (other than any Acquiring
Person (as hereinafter  defined) or Affiliate or Associate thereof) the right to
purchase  Common Stock  having a market value of $290 for $145,  causing a large
dilutive effect.

      Until the  Distribution  Date, the Rights are not  represented by separate
certificates and trade with the related shares of Common Stock. On the date (the
"Distribution  Date")  which is the  earlier of (1) the close of business on the
tenth day after the first  date of a public  announcement  by the  Company  or a
third person that such third  person has become an  Acquiring  Person or (2) the
close of  business on the tenth day after the date on which a tender or exchange
offer has been  commenced,  or the first public  announcement of the intent by a
person to commence such an offer, to acquire  sufficient shares of the Company's
Common Stock to become an Acquiring Person, certificates representing the Rights
shall be issued and the Rights shall  become  transferable  separately  from the
underlying  shares  of Common  Stock.  In the event  that any  person,  alone or
together with its  Affiliates  and  Associates,  becomes a 15%  shareholder  (an
"Acquiring  Person") or an Acquiring Person or any Associate or Affiliate of any
Acquiring Person shall merge into or otherwise  combine with the Company and the
Company  shall  continue as the  surviving  corporation  or,  following a person
becoming an Acquiring  Person,  the Company shall consolidate with or merge with
and into  another  person or shall  sell more than 50% of its  assets or earning
power to another  person,  such event shall  constitute a "Trigger  Event" which
triggers the right to purchase the Company's Common Stock described above.

     The  Board  of  Directors  may  at its  option  at any  time  prior  to the
Distribution  Date  redeem the Rights at a  redemption  price of $.01 per Right,
provided  that if this option is exercised  after a person  becomes an Acquiring
Person or after the date of a change in a majority of the Directors in office as
a result  of a proxy  solicitation,  such  redemption  must be  authorized  by a
majority of Disinterested Directors.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL


      Certain legal matters in connection  with the sale of the shares of Common
 Stock  offered  hereby  will be  passes  upon for the  Company  by  Johanna  G.
 O'Loughlin,  employed by the Company as its Vice President and General Counsel.
 On July 21, 1997, Ms. O'Loughlin beneficially owned 345 shares of the Company's
 Common Stock and held options to purchase an additional  4,000 shares of Common
 Stock.

      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, 1996, 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.

Item 8.  EXHIBITS

         Number   Description

          4.1     Restated Articles of Incorporation of the Company.
          4.2     Certificate of Designation to the Articles of Incorporation.
          4.3     By-Laws of the Company, as amended.
          4.4.    Rights  Agreement,  dated  as  of  April  1,  1996  between 
                    the Company and Chemical Mellon Shareholder Services, L.L.C.
          5.1     Opinion of Johanna G. O'Loughlin, Vice President  and General
                    Counsel
         23.1     Consent  of  Ernst  & Young  LLP,  independent  auditors,
                    filed herewith.
         23.2     Consent of Johanna G. O'Loughlin (included in Exhibit 5.1).


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 July 28,
1997.


                                                  EQUITABLE RESOURCES, INC.
                                                         (Registrant)



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

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 July 28, 1997:



                 Signature                              Title


           /s/ DONALD I. MORITZ           Chief Executive Officer and Director
               Donald I. Moritz


          /s/ A. MARK ABRAMOVIC           Senior Vice President and Chief 
              A. Mark Abramovic           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/ MALCOLM M. PRINE           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




<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 260,000 shares of its common stock  pertaining to the Equitable
Resources,  Inc.  Nonstatutory  Stock  Option Plan and to the  incorporation  by
reference  therein of our report dated  February  19, 1997,  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, 1996
filed with the Securities and Exchange Commission.



                                          /s/Ernst & Young  LLP





Pittsburgh, Pennsylvania
July 21, 1997





eg\sc\ex23.1


<PAGE>


July 28, 1997


Equitable Resources, Inc.
420 Boulevard of the Allies
Pittsburgh, PA 15219

Gentlemen:

      I am the Vice President and General Counsel to Equitable Resources,  Inc.,
a Pennsylvania corporation (the "Company"), and I have acted in such capacity in
connection  with the  Registration  Statement  on Form S-8 being  filed with the
Securities  and  Exchange  Commission  (the  "Registration  Statement")  for the
purpose of registering  under the  Securities  Act of 1933, as amended,  260,000
shares of Common Stock,  no par value,  which may be issued upon the exercise of
stock options under the Equitable Resources, Inc. Nonstatutory Stock Option Plan
(the  "Plan").  In such  connection,  I have examined the  originals,  or copies
thereof identified to my satisfaction,  of such corporate records of the Company
and  such  other  documents,  records,  opinions  and  papers  as I have  deemed
necessary or appropriate in order to give the opinions hereinafter set forth.

      I understand that, prior to the sale or distribution of Common Stock under
the Plan,  the  Registration  Statement  will have  become  effective  under the
Securities Act of 1933.

      Based on the foregoing, I advised you that in my opinion:

      1.    The  Company  has been duly  organized  and is a validly  existing
corporation under the laws of the Commonwealth of Pennsylvania;

      2. The 260,000 shares of Common Stock which are being registered and which
have been  authorized for issuance in accordance with the Plan, are, or will be,
when sold in accordance with the provisions of the Plan,  legally issued,  fully
paid and non-assessable.
      I hereby  consent  to the  filing  of my  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                Very truly yours,


                                      /s/ JOHANNA G. O'LOUGHLIN
                                          Johanna G. O'Loughlin
                                    Vice President and General Counsel



sc8regi


<PAGE>


==============================================================================
EXHIBIT INDEX
==============================================================================

Number                Description                        Method of Filing

4.1      Restated  Articles  of  Incorporation     Previously  filed as Exhibit
         of  the   Company,   as  amended  and     3(I)   to   the    Company's
         restated as of May 28, 1996.              Quarterly   Report  on  Form
                                                   10-Q for the  quarter  ended
                                                   March    31,    1996,    and
                                                   incorporated    herein    by
                                                   reference.

4.2      By-Laws of the Company, as amended.       Previously  filed as Exhibit
                                                   3(ii)   to   the   Company's
                                                   Quarterly   Report  on  Form
                                                   10-Q for the  quarter  ended
                                                   March    31,    1996,    and
                                                   incorporated    herein    by
                                                   reference.

4.3      Certificate  of  Designation  to  the     Previously  filed as Exhibit
         Articles  of   Incorporation  of  the     A  to   Exhibit   1  to  the
         Company  setting  forth  the terms of     Company's       Registration
         the Series One Preferred Stock.           Statement  on Form 8-A dated
                                                   April    16,    1996,     and
                                                   incorporated     herein    by
                                                   reference.

4.4      Rights  Agreement,  dated as of April     Previously  filed as Exhibit
         1,  1996,  between  the  Company  and     1    to    the     Company's
         Chemical      Mellon      Shareholder     Registration   Statement  on
         Services, L.L.C.                          Form  8-A  dated  April  16,
                                                   1996,    and    incorporated
                                                   herein by reference.

5.1      Opinion  of  Johanna  G.  O'Loughlin,     Filed herewith.
         Esq.  as  to  the   legality  of  the
         Common Stock registered hereby.

23.1     Consent of Ernst & Young LLP              Filed herewith.

23.2     Consent  of  Johanna  G.  O'Loughlin,     Included in Exhibit 5.1.
         Esq.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 TO THE SEC", "secsgml_size_bytes": 41510}]
{"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": "333-32197", "film-number": "97646290"}, "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"}}
July 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  260,000  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.  Nonstatutory Stock Option Plan.

      2. The registration fee in the amount of $2,315 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 July 23, 1997.
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
eg\sc\s8-regi
As filed with the Securities and Exchange Commission on  July 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.
                         Nonstatutory Stock Option 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)   260,000 shares    $29.375         $7,637,500         $2,315
          
================================================================================

*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 July 23, 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, 1996.

      (2)   The Company's  Proxy Statement dated April 9, 1997 for the Company's
            Annual Meeting of Shareholders held May 23, 1997.

      (3)   The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 1997.

      (4)   The  Company's  Current  Reports on Form 8-K filed on  February  20,
            1997, May 19, 1997, July 17, 1997 and July 21, 1997.

      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 4.  DESCRIPTION OF SECURITIES

      The authorized  capital stock of the Company consists of 80,000,000 shares
of Common Stock, without par value, of which, as of the date of this Prospectus,
approximately 35,500,000 shares are issued and outstanding, and 3,000,000 shares
of preferred  stock,  without par value (the  "Preferred  Stock"),  which may be
issued in one or more series, with such designations,  preferences, limitations,
voting rights,  conversion  privileges  and other  relative  rights and terms as
shall be set forth in  resolutions  adopted by the Board of Directors  providing
for  the  issuance   thereof.   No  Preferred  Stock  is  currently  issued  and
outstanding.

      The  following  description  of the Common  Stock and  Preferred  Stock is
summarized from the relevant provisions of the Restated Articles of the Company,
as amended  (the  "Articles").  For a  complete  statement  of such  provisions,
reference  is made  to the  Articles,  which  are  filed  as an  Exhibit  to the
Registration  Statement of which this Prospectus is a part.  Whenever particular
provisions  of the  Articles  or terms  defined  therein are  referred  to, such
provisions  or  definitions  are  incorporated  by  reference  as a part  of the
statements  made,  and such  statements  are qualified in their entirety by such
reference.

VOTING RIGHTS AND OTHER TERMS OF COMMON STOCK

      The Articles  provide that,  except in the event that Preferred Stock with
voting  rights is issued,  the  holders of Common  Stock have  exclusive  voting
rights for the election of Directors and for all other purposes and are entitled
to one  vote  for  each  share  held.  In all  elections  for  Directors,  every
shareholder  entitled  to vote has  cumulative  voting  rights,  and such rights
cannot be changed with respect to any class of stock without the vote or written
consent of the  holders of at least  two-thirds  of the number of shares of such
class of stock then outstanding.  The Articles do not provide for any conversion
rights, sinking fund provisions,  redemption  provisions,  liquidation rights or
restrictions on alienability with respect to the Common Stock.

PREFERRED STOCK

      The  authorized  shares of Preferred  Stock are issuable  without  further
shareholder  approval,  in one or more  series  as  determined  by the  Board of
Directors, with such voting rights, liquidation preferences,  redemption rights,
conversion  rights and other rights as specified by the Board of Directors.  All
or some of the rights may be senior to the Common  Stock and could  create  some
preferences  in favor of such  holders  over the  holders of the  Common  Stock,
without the approval of the shareholders.  Issuance of Preferred Stock, however,
may be  subject  to  certain  rules  of the  New  York  Stock  Exchange  and the
Philadelphia Stock Exchange.

CERTAIN PROVISIONS OF THE ARTICLES

      The Articles  provide that a "Business  Combination"  involving a "Related
Person"  (as those  terms are  defined in the  Articles)  must  satisfy  certain
minimum  price and  procedural  requirements,  unless  approved by holders of at
least 80% of the stock entitled to vote in an annual election of Directors or by
a two-thirds vote of the "Continuing Directors" (as defined in the Articles) who
are unaffiliated  with the Related Person. A shareholder vote of at least 80% of
the voting  power of all shares  entitled to vote is required in order to amend,
alter,  change or repeal, or adopt any provisions  inconsistent  with, the above
described provisions of the Articles.

      The Articles  provide that the number of Directors  constituting the whole
Board of Directors  shall not be less than five nor more than  twelve,  as fixed
from time to time by resolution of the Board of Directors. The Articles classify
the Board of Directors  into three classes as nearly equal in number as possible
with staggered  three-year terms of office.  Such classification of the Board of
Directors  dilutes the benefit of the cumulative  voting rights for the election
of Directors by decreasing the number of Directors to be elected  annually.  Any
Director,  any class of  Directors  or the entire  Board may be removed  without
cause by the affirmative  vote of at least 80% of all shares entitled to vote at
an annual election of Directors;  provided, however, that no individual Director
may be removed  without cause (unless the entire Board of Directors or any class
of  Directors  is  removed)  if the vote  cast  against  such  removal  would be
sufficient,  if voted cumulatively for such Director, to elect him or her to the
class of  Directors  of which he or she is a member.  A vacancy  on the Board is
filled by a majority vote of the remaining Directors then in office. However, if
the vacancy  resulted  from removal  from office by a vote of the  shareholders,
then such vacancy may be filled by the shareholders at the same meeting at which
such removal occurs.  All Directors  elected to fill vacancies hold office for a
term  expiring at the annual  meeting of  shareholders  at which the term of the
class to which they have been elected expires.  The foregoing  provisions do not
apply to any Director  elected by holders of  Preferred  Stock having the right,
voting separately as a class, to elect Directors.

      With certain exceptions,  the Articles require the holders of at least 80%
of the  voting  power of the stock  entitled  to vote at an annual  election  of
Directors  to  amend  or  repeal  amendments  to the  Articles  or  By-Laws  not
previously  approved  by a  two-thirds  vote of the  whole  Board of  Directors.
However,  if such an amendment to the Articles or By-Laws has been approved by a
two-thirds vote of the whole Board of Directors,  then the  affirmative  vote of
not less than the majority of the votes which all  shareholders  are entitled to
cast thereon is required to effectuate the amendment.

SPECIAL VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS

      The  Company  is  subject  to  provisions  of  the  Pennsylvania  Business
Corporation   Law  of  1988,   as  amended  (the  "PBCL")   regarding   business
combinations.  The PBCL prohibits  certain business  combinations (as defined in
the PBCL) involving a Pennsylvania  corporation that has shares registered under
the Exchange Act and an "interested  shareholder"  unless one of five conditions
is satisfied or an exception is found. An "interested  shareholder" is generally
defined to include a person who  beneficially  owns  shares  entitled to cast at
least 20% of the votes,  and a person who is an  affiliate  or  associate of the
corporation  and at any time  within  three  years prior to the date in question
owned shares entitled to cast at least 20% of the votes,  that all  shareholders
would be entitled to cast in an election of Directors of the corporation.

      In general, a corporation can effect a business  combination  involving an
interested shareholder under the PBCL if one of the following five conditions is
satisfied:  (i)  prior to the date on which the  person  becomes  an  interested
shareholder,  the Board of Directors  approves the business  combination  or the
purchase of shares that causes the person to become an  interested  shareholder;
(ii) the business  combination is approved by an affirmative vote of the holders
of all outstanding common shares;  (iii) the business combination is approved by
the  disinterested  shareholders  entitled  to  cast a  majority  of  all  votes
shareholders  would be entitled to vote at an election of Directors at a meeting
called at least five  years  after the date the  person  becomes  an  interested
shareholder;  (iv) the interested  shareholder holds shares entitled to cast 80%
or more of the  votes  that all  shareholders  would be  entitled  to cast in an
election  of  Directors  and  the  business   combination  is  approved  by  the
disinterested  shareholders  entitled  to cast a majority  of the votes that all
shareholders  would be entitled to cast in an election of Directors at a meeting
held at least three months after the  interested  shareholder  acquired such 80%
interest,  provided that the fair price and procedural requirements set forth in
the PBCL are  satisfied;  or (v) the  business  combination  is  approved by the
shareholders  at a meeting  called at least five years after the date the person
becomes an interested  shareholder,  provided that the fair price and procedural
requirements set forth in the PBCL are satisfied.

MERGER OR CONSOLIDATION WITHOUT SHAREHOLDER APPROVAL

      Under the PBCL,  no  approval  of the  shareholders  of a  corporation  is
required  in  respect  of a plan  of  merger  or  consolidation  involving  that
corporation  if  (i)  the  surviving  or  new   corporation  is  a  Pennsylvania
corporation whose articles of incorporation are identical to the articles of the
corporation (except changes that can be made without shareholder approval), each
share is to continue as or be converted into an identical share of the surviving
corporation and the  shareholders of the corporation  will hold in the aggregate
shares in the surviving or new corporation  entitled to cast at least a majority
of the  votes  entitled  to vote  at an  election  of  Directors;  (ii)  another
corporation  that  is a  party  to  the  merger  or  consolidation  directly  or
indirectly owns 80% or more of the shares of each class of the  corporation;  or
(iii) no shares of the  constituent  corporation  have been issued  prior to the
merger or consolidation.

RESTRICTIONS ON PAYMENT OF DIVIDENDS

      Dividends  may be  declared by the Board of  Directors  and paid on Common
Stock  in  accordance  with  the  provisions  of the  PBCL  and  subject  to any
restrictions  imposed by any series of Preferred Stock that may be authorized by
the Board of Directors in the future.

      The  Company's  right to declare or pay  dividends  and make certain other
distributions  on,  and to  purchase  shares  of,  Common  Stock is  limited  by
provisions  contained  in the  Company's  7 1/2%  Debentures  due  1999 and 9.9%
Debentures due 2013.

PREEMPTIVE RIGHTS

      The holders of Common  Stock have  preemptive  rights with  respect to any
offering  by the Company of new or  additional  shares of Common  Stock,  or any
security  convertible into Common Stock,  for money,  other than (i) by a public
offering  of all of such  shares or offering of all of such shares to or through
underwriters  or  investment  bankers who shall have  agreed  promptly to make a
public offering of such shares,  or (ii) pursuant to any employee  compensation,
incentive or other benefit program adopted by the Board.  The Board of Directors
may limit the time within which such preemptive  rights may be exercised.  These
provisions  cannot be changed without the vote or written consent of the holders
of at least two-thirds of the outstanding shares of Common Stock.

CHANGE OF CONTROL

      The Company's  Articles  contain  certain  provisions that could make more
difficult a change in control of the Company not having approval of the Board of
Directors. Such provisions include the ability of the Board to issue blank check
Preferred  Stock,  the  staggered  classes of the Board of Directors and the 80%
shareholder vote required to remove Directors or amend the Articles and By-Laws.
In  addition,  the  Company is subject to the PBCL  provisions  discussed  above
relating to business combinations and interested shareholders.

      In addition, the Company has entered into a Rights Agreement,  dated as of
April 1, 1996  between the Company and  Chemical  Mellon  Shareholder  Services,
L.L.C.  (the "Rights  Plan").  Under the Rights  Plan,  holders of shares of the
Company's Common Stock outstanding on the close of business on April 1, 1996 and
of  each  share  issued  thereafter  and  prior  to the  Distribution  Date  (as
hereinafter  defined)  were granted the right (a "Right") for each share of such
Common Stock to purchase one-one hundredth (1/100) of a share of a new series of
Preferred  Stock at a price (subject to  adjustment)  of $145 per  one-hundredth
share  (the  "Purchase  Price").  Upon the  occurrence  of a  Trigger  Event (as
hereinafter  defined)  the Right  becomes the right to purchase at the  Purchase
Price (as adjusted) the number of shares of Common Stock of the Company (or in a
case of a merger of the Company into, or sale of substantially all of its assets
to,  another  entity the shares of the other  entity  into which such  shares of
Common Stock were converted or exchanged) equal to the Purchase Price divided by
50% of the then market value of the Common Stock. In effect, the issuance of the
Right gives each holder of the Company's  Common Stock (other than any Acquiring
Person (as hereinafter  defined) or Affiliate or Associate thereof) the right to
purchase  Common Stock  having a market value of $290 for $145,  causing a large
dilutive effect.

      Until the  Distribution  Date, the Rights are not  represented by separate
certificates and trade with the related shares of Common Stock. On the date (the
"Distribution  Date")  which is the  earlier of (1) the close of business on the
tenth day after the first  date of a public  announcement  by the  Company  or a
third person that such third  person has become an  Acquiring  Person or (2) the
close of  business on the tenth day after the date on which a tender or exchange
offer has been  commenced,  or the first public  announcement of the intent by a
person to commence such an offer, to acquire  sufficient shares of the Company's
Common Stock to become an Acquiring Person, certificates representing the Rights
shall be issued and the Rights shall  become  transferable  separately  from the
underlying  shares  of Common  Stock.  In the event  that any  person,  alone or
together with its  Affiliates  and  Associates,  becomes a 15%  shareholder  (an
"Acquiring  Person") or an Acquiring Person or any Associate or Affiliate of any
Acquiring Person shall merge into or otherwise  combine with the Company and the
Company  shall  continue as the  surviving  corporation  or,  following a person
becoming an Acquiring  Person,  the Company shall consolidate with or merge with
and into  another  person or shall  sell more than 50% of its  assets or earning
power to another  person,  such event shall  constitute a "Trigger  Event" which
triggers the right to purchase the Company's Common Stock described above.

     The  Board  of  Directors  may  at its  option  at any  time  prior  to the
Distribution  Date  redeem the Rights at a  redemption  price of $.01 per Right,
provided  that if this option is exercised  after a person  becomes an Acquiring
Person or after the date of a change in a majority of the Directors in office as
a result  of a proxy  solicitation,  such  redemption  must be  authorized  by a
majority of Disinterested Directors.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      Certain legal matters in connection  with the sale of the shares of Common
 Stock  offered  hereby  will be  passes  upon for the  Company  by  Johanna  G.
 O'Loughlin,  employed by the Company as its Vice President and General Counsel.
 On July 21, 1997, Ms. O'Loughlin beneficially owned 345 shares of the Company's
 Common Stock and held options to purchase an additional  4,000 shares of Common
 Stock.

      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, 1996, 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.

Item 8.  EXHIBITS

         Number   Description

          4.1     Restated Articles of Incorporation of the Company.
          4.2     Certificate of Designation to the Articles of Incorporation.
          4.3     By-Laws of the Company, as amended.
          4.4.    Rights  Agreement,  dated  as  of  April  1,  1996  between 
                    the Company and Chemical Mellon Shareholder Services, L.L.C.
          5.1     Opinion of Johanna G. O'Loughlin, Vice President  and General
                    Counsel
         23.1     Consent  of  Ernst  & Young  LLP,  independent  auditors,
                    filed herewith.
         23.2     Consent of Johanna G. O'Loughlin (included in Exhibit 5.1).

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 July 28,
1997.

                                                  EQUITABLE RESOURCES, INC.
                                                         (Registrant)

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

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 July 28, 1997:

                 Signature                              Title

           /s/ DONALD I. MORITZ           Chief Executive Officer and Director
               Donald I. Moritz

          /s/ A. MARK ABRAMOVIC           Senior Vice President and Chief 
              A. Mark Abramovic           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/ MALCOLM M. PRINE           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
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 260,000 shares of its common stock  pertaining to the Equitable
Resources,  Inc.  Nonstatutory  Stock  Option Plan and to the  incorporation  by
reference  therein of our report dated  February  19, 1997,  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, 1996
filed with the Securities and Exchange Commission.

                                          /s/Ernst & Young  LLP

Pittsburgh, Pennsylvania
July 21, 1997

eg\sc\ex23.1
July 28, 1997

Equitable Resources, Inc.
420 Boulevard of the Allies
Pittsburgh, PA 15219

Gentlemen:

      I am the Vice President and General Counsel to Equitable Resources,  Inc.,
a Pennsylvania corporation (the "Company"), and I have acted in such capacity in
connection  with the  Registration  Statement  on Form S-8 being  filed with the
Securities  and  Exchange  Commission  (the  "Registration  Statement")  for the
purpose of registering  under the  Securities  Act of 1933, as amended,  260,000
shares of Common Stock,  no par value,  which may be issued upon the exercise of
stock options under the Equitable Resources, Inc. Nonstatutory Stock Option Plan
(the  "Plan").  In such  connection,  I have examined the  originals,  or copies
thereof identified to my satisfaction,  of such corporate records of the Company
and  such  other  documents,  records,  opinions  and  papers  as I have  deemed
necessary or appropriate in order to give the opinions hereinafter set forth.

      I understand that, prior to the sale or distribution of Common Stock under
the Plan,  the  Registration  Statement  will have  become  effective  under the
Securities Act of 1933.

      Based on the foregoing, I advised you that in my opinion:

      1.    The  Company  has been duly  organized  and is a validly  existing
corporation under the laws of the Commonwealth of Pennsylvania;

      2. The 260,000 shares of Common Stock which are being registered and which
have been  authorized for issuance in accordance with the Plan, are, or will be,
when sold in accordance with the provisions of the Plan,  legally issued,  fully
paid and non-assessable.
      I hereby  consent  to the  filing  of my  opinion  as  Exhibit  5.1 to the
Registration Statement.

                                Very truly yours,

                                      /s/ JOHANNA G. O'LOUGHLIN
                                          Johanna G. O'Loughlin
                                    Vice President and General Counsel

sc8regi
==============================================================================
EXHIBIT INDEX
==============================================================================

Number                Description                        Method of Filing

4.1      Restated  Articles  of  Incorporation     Previously  filed as Exhibit
         of  the   Company,   as  amended  and     3(I)   to   the    Company's
         restated as of May 28, 1996.              Quarterly   Report  on  Form
                                                   10-Q for the  quarter  ended
                                                   March    31,    1996,    and
                                                   incorporated    herein    by
                                                   reference.

4.2      By-Laws of the Company, as amended.       Previously  filed as Exhibit
                                                   3(ii)   to   the   Company's
                                                   Quarterly   Report  on  Form
                                                   10-Q for the  quarter  ended
                                                   March    31,    1996,    and
                                                   incorporated    herein    by
                                                   reference.

4.3      Certificate  of  Designation  to  the     Previously  filed as Exhibit
         Articles  of   Incorporation  of  the     A  to   Exhibit   1  to  the
         Company  setting  forth  the terms of     Company's       Registration
         the Series One Preferred Stock.           Statement  on Form 8-A dated
                                                   April    16,    1996,     and
                                                   incorporated     herein    by
                                                   reference.

4.4      Rights  Agreement,  dated as of April     Previously  filed as Exhibit
         1,  1996,  between  the  Company  and     1    to    the     Company's
         Chemical      Mellon      Shareholder     Registration   Statement  on
         Services, L.L.C.                          Form  8-A  dated  April  16,
                                                   1996,    and    incorporated
                                                   herein by reference.

5.1      Opinion  of  Johanna  G.  O'Loughlin,     Filed herewith.
         Esq.  as  to  the   legality  of  the
         Common Stock registered hereby.

23.1     Consent of Ernst & Young LLP              Filed herewith.

23.2     Consent  of  Johanna  G.  O'Loughlin,     Included in Exhibit 5.1.
         Esq.