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.)

     One Oxford Centre, Suite 3300
            301 Grant Street
        Pittsburgh, Pennsylvania                             15219
 ...........................................    .................................
(Address of Principal Executive Offices)                  (Zip Code)

                         1999 Equitable Resources, Inc.
                            Long-Term Incentive Plan
 ................................................................................
                            (Full title of the plan)

      Johanna G. O'Loughlin, Vice President, General Counsel and Secretary
                 One Oxford Centre, Suite 3300, 301 Grant Street
                         Pittsburgh, Pennsylvania 15219
 ................................................................................
                     (Name and address of agent for service)

                                 (412) 553-7760
 ................................................................................
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------   ----------    ----------   ------------   ------------
                               Proposed     Proposed
Title of                       maximum      maximum
securities       Amount        offering     aggregate      Amount of
to be            To be         price        offering       Registration
registered       Registered    per share    price          Fee
--------------   ----------    ----------   ------------   ------------
Common Stock     3,000,000     36 9/16*     $109,687,500   $30,494
(No Par Value)   shares
--------------   ----------    ----------   ------------   ------------

     * Estimated  solely for the purpose of calculating  the  registration  fee;
computed  on the  basis of the  average  of the high and low  price per share of
common stock sold on June 25, 1999, pursuant to Rule 457(h).

<PAGE>


                                                                         PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(1) The Annual Report on Form 10-K for the year ended December 31, 1998.

(2) Amendment  Number 1 filed March 30, 1999 to the Annual  Report on Form 10-K
    for the year ended December 31, 1998.

(3) Proxy Statement for the Company's  Annual Meeting of  Shareholders  held May
    26, 1999.

(4) Quarterly Report on Form 10-Q for the first quarter ended March 31, 1999.

(5) Current Report on Form 8-K dated January 4, 1999.

(6) Current Report on Form 8-K dated June 1, 1999.

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


            All  documents  subsequently  filed  by  Equitable  Resources,  Inc.
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of 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  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.





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 passed upon for the Company by Johanna G.
O'Loughlin  employed by the Company as its Vice  President,  General Counsel and
Secretary.  On June 25, 1999, Ms. O'Loughlin  beneficially owned 2,066 shares of
the Company's Common Stock, held options to purchase an additional 43,000 shares
of Common Stock, and held restricted Common Stock awards of 3,998 shares.


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 independentlegal
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 any 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  irectors and  officers.  The  Registrant  then
entered into separate  Indemnity  Agreements  with each new director and officer
who joined  the Board of  Directors  or the  registrant  after June 1987.  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.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

Item 8.     EXHIBITS.

                        Number                  Description

                         4.1         Restated Articles of Incorporation of
                                     Equitable Resources, Inc., filed herewith.

                         5.1         Opinion of Johanna G. O'Loughlin as to the
                                     legality of the Equitable Resources, Inc.
                                     Common Stock covered by this Registration
                                     Statement, filed herewith.

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

                         23.2        Consent of Johanna G. O'Loughlin to the use
                                     of the Opinion referred to under 5.1 above
                                     (such consent to be contained in such
                                     Opinion).

                         24.1        Power of Attorney.

                         99.1        Copy of 1999 Long-Term Incentive Plan.

Item 9.     UNDERTAKINGS.

(a)         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:

                        (i)        to include any prospectus required by Section
                                   10(a)(3) of the Securities Act of 1933;

                        (ii)       to  reflect in the  prospectus  any facts or
                                   events  arising after the effective  date of
                                   the  registration  statement  (or  the  most
                                   recent  post-effective   amendment  thereof)
                                   which,  individually  or in  the  aggregate,
                                   represents  a  fundamental   change  in  the
                                   information  set  forth in the  registration
                                   statement;

                        (iii)      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;

                        Provided,   however,   that  paragraphs   (a)(1)(i)  and
                        (a)(1)(ii) do not apply if the  information  required to
                        be  included  in a  post-effective  amendment  by  those
                        paragraphs is contained in periodic reports filed by the
                        registrant  pursuant  to Section 13 or Section  15(d) of
                        the   Securities   Exchange   Act  of  1934   that   are
                        incorporated by reference 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.

(b)         The undersigned  registrant  hereby undertakes 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 that is
            incorporated  by reference in the  registration  statement  shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

(c)         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

The Registrant.  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
 ................................., 1999 (Registrant)EQUITABLE RESOURCES, INC. By
(Signature and Title)               /s/Johanna G. O'Loughlin
                     -----------------------------------------------------------
                         Vice President,  General Counsel and Secretary

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


        Signature                                          Title


    /s/MURRY S. GERBER                        President, Chief Executive Officer
--------------------------------              Officer and Director
       Murry S. Gerber

    /s/DAVID L. PORGES                        Chief Financial Officer
--------------------------------
       David L. Porges

     /s/JOHN BERGONZI                         Controller and Chief Accounting
--------------------------------              Officer
        John Bergonzi

   /s/PAUL CHRISTIANO
--------------------------------              Director
      Paul Christiano

    /s/PHYLLIS A.DOMM
--------------------------------              Director
      Phyllis A. Domm

/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

      /s/GUY W. NICHOLS                       Director
--------------------------------
         Guy W. Nichols

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

       /s/JAMES E. ROHR                       Director
--------------------------------
          James E. Rohr

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

     /s/J. MICHAEL TALBERT                    Director
--------------------------------
        J. Michael Talbert
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23187}]
{"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": "333-82189", "film-number": "99658723"}, "business-address": {"street1": "301 GRANT STREET SUITE 3300", "city": "PITTSBURGH", "state": "PA", "zip": "15219", "phone": "4125535700"}, "mail-address": {"street1": "301 GRANT STREET SUTIE 3300", "city": "PITTSBURGH", "state": "PA", "zip": "15219"}, "former-company": {"former-conformed-name": "EQUITABLE GAS CO", "date-changed": "19841120"}}
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.)

     One Oxford Centre, Suite 3300
            301 Grant Street
        Pittsburgh, Pennsylvania                             15219
 ...........................................    .................................
(Address of Principal Executive Offices)                  (Zip Code)

                         1999 Equitable Resources, Inc.
                            Long-Term Incentive Plan
 ................................................................................
                            (Full title of the plan)

      Johanna G. O'Loughlin, Vice President, General Counsel and Secretary
                 One Oxford Centre, Suite 3300, 301 Grant Street
                         Pittsburgh, Pennsylvania 15219
 ................................................................................
                     (Name and address of agent for service)

                                 (412) 553-7760
 ................................................................................
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------   ----------    ----------   ------------   ------------
                               Proposed     Proposed
Title of                       maximum      maximum
securities       Amount        offering     aggregate      Amount of
to be            To be         price        offering       Registration
registered       Registered    per share    price          Fee
--------------   ----------    ----------   ------------   ------------
Common Stock     3,000,000     36 9/16*     $109,687,500   $30,494
(No Par Value)   shares
--------------   ----------    ----------   ------------   ------------

     * Estimated  solely for the purpose of calculating  the  registration  fee;
computed  on the  basis of the  average  of the high and low  price per share of
common stock sold on June 25, 1999, pursuant to Rule 457(h).
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

(1) The Annual Report on Form 10-K for the year ended December 31, 1998.

(2) Amendment  Number 1 filed March 30, 1999 to the Annual  Report on Form 10-K
    for the year ended December 31, 1998.

(3) Proxy Statement for the Company's  Annual Meeting of  Shareholders  held May
    26, 1999.

(4) Quarterly Report on Form 10-Q for the first quarter ended March 31, 1999.

(5) Current Report on Form 8-K dated January 4, 1999.

(6) Current Report on Form 8-K dated June 1, 1999.

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

            All  documents  subsequently  filed  by  Equitable  Resources,  Inc.
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of 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  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

Item 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

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 passed upon for the Company by Johanna G.
O'Loughlin  employed by the Company as its Vice  President,  General Counsel and
Secretary.  On June 25, 1999, Ms. O'Loughlin  beneficially owned 2,066 shares of
the Company's Common Stock, held options to purchase an additional 43,000 shares
of Common Stock, and held restricted Common Stock awards of 3,998 shares.

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 independentlegal
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 any 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  irectors and  officers.  The  Registrant  then
entered into separate  Indemnity  Agreements  with each new director and officer
who joined  the Board of  Directors  or the  registrant  after June 1987.  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.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

Item 8.     EXHIBITS.

                        Number                  Description

                         4.1         Restated Articles of Incorporation of
                                     Equitable Resources, Inc., filed herewith.

                         5.1         Opinion of Johanna G. O'Loughlin as to the
                                     legality of the Equitable Resources, Inc.
                                     Common Stock covered by this Registration
                                     Statement, filed herewith.

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

                         23.2        Consent of Johanna G. O'Loughlin to the use
                                     of the Opinion referred to under 5.1 above
                                     (such consent to be contained in such
                                     Opinion).

                         24.1        Power of Attorney.

                         99.1        Copy of 1999 Long-Term Incentive Plan.

Item 9.     UNDERTAKINGS.

(a)         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:

                        (i)        to include any prospectus required by Section
                                   10(a)(3) of the Securities Act of 1933;

                        (ii)       to  reflect in the  prospectus  any facts or
                                   events  arising after the effective  date of
                                   the  registration  statement  (or  the  most
                                   recent  post-effective   amendment  thereof)
                                   which,  individually  or in  the  aggregate,
                                   represents  a  fundamental   change  in  the
                                   information  set  forth in the  registration
                                   statement;

                        (iii)      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;

                        Provided,   however,   that  paragraphs   (a)(1)(i)  and
                        (a)(1)(ii) do not apply if the  information  required to
                        be  included  in a  post-effective  amendment  by  those
                        paragraphs is contained in periodic reports filed by the
                        registrant  pursuant  to Section 13 or Section  15(d) of
                        the   Securities   Exchange   Act  of  1934   that   are
                        incorporated by reference 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.

(b)         The undersigned  registrant  hereby undertakes 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 that is
            incorporated  by reference in the  registration  statement  shall be
            deemed to be a new registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

(c)         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

The Registrant.  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
 ................................., 1999 (Registrant)EQUITABLE RESOURCES, INC. By
(Signature and Title)               /s/Johanna G. O'Loughlin
                     -----------------------------------------------------------
                         Vice President,  General Counsel and Secretary

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

        Signature                                          Title

    /s/MURRY S. GERBER                        President, Chief Executive Officer
--------------------------------              Officer and Director
       Murry S. Gerber

    /s/DAVID L. PORGES                        Chief Financial Officer
--------------------------------
       David L. Porges

     /s/JOHN BERGONZI                         Controller and Chief Accounting
--------------------------------              Officer
        John Bergonzi

   /s/PAUL CHRISTIANO
--------------------------------              Director
      Paul Christiano

    /s/PHYLLIS A.DOMM
--------------------------------              Director
      Phyllis A. Domm

/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

      /s/GUY W. NICHOLS                       Director
--------------------------------
         Guy W. Nichols

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

       /s/JAMES E. ROHR                       Director
--------------------------------
          James E. Rohr

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

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