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.)

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

                         1999 Equitable Resources, Inc.
                  Non-Employee Directors' Stock 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)

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


                         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     300,000
(No Par Value)     shares       36 9/16*   $10,968,750      $3,050
--------------   -----------   ---------   -----------   -------------

*    Estimated solely for the purpose of calculating the registration fee;
     computed on the basis of the high and low prices 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 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 2066 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  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 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 directors and officers. The Registrant
then  entered  into a separate  Indemnity  Agreement  with each new  director or
officer who joined the Board of Directors or 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 Non-Employee Directors' Stock 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": "S-8 NON EMPLOYEE DIRECTORS 1999", "secsgml_size_bytes": 23634}]
{"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": "333-82193", "film-number": "99658738"}, "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"}}
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.)

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

                         1999 Equitable Resources, Inc.
                  Non-Employee Directors' Stock 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)

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

                         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     300,000
(No Par Value)     shares       36 9/16*   $10,968,750      $3,050
--------------   -----------   ---------   -----------   -------------

*    Estimated solely for the purpose of calculating the registration fee;
     computed on the basis of the high and low prices 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 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 2066 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  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 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 directors and officers. The Registrant
then  entered  into a separate  Indemnity  Agreement  with each new  director or
officer who joined the Board of Directors or 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 Non-Employee Directors' Stock 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