As filed with the Securities and Exchange Commission
                                 on February 3, 1994

                                                          Registration No. 




                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


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


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


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

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


                            1994 Equitable Resources, Inc.
                     Non-Employee Directors' Stock Incentive Plan
                               (Full title of the Plan)

                Donald I. Moritz, Chairman and Chief Executive Officer
             420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
                       (Name and address of agent for service)

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



                           CALCULATION OF REGISTRATION FEE
                           CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed      
           Title of                  maximum       maximum       
          securities       Amount    offering     aggregate      Amount of
            to be          to be     price per    offering     registration
          registered     registered    share        price           fee

          Common Stock     80,000     37.6875*    $3,015,000      $1,040
          (No Par Value)   shares 




          *    Estimated solely for the purpose of calculating the
               registration fee; computed on the basis of the price at
               which securities of the same class were sold on January 31,
               1994, pursuant to Rule 457(h).

          <PAGE>

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



          Item 3.   DOCUMENTS INCORPORATED BY REFERENCE


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

               (1)  The Annual Report on Form 10-K for the year ended
                    December 31, 1992.

               (2)  Proxy Statement for the Company's Annual Meeting of
                    Shareholders held May 21, 1993.

               (3)  Quarterly Reports on Form 10-Q for the quarters ended
                    March 31, 1993, June 30, 1993 and September 30, 1993.

               (4)  Form 8-K dated June 30, 1993, as amended by Form 8-K/A
                    No. 1 filed August 7, 1993.

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

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


          Item 5.   LEGAL MATTERS

                    Certain legal matters in connection with the sale of
          the shares of Common Stock offered hereby will be passed upon for
          the Company by Augustine A. Mazzei, Jr., Esq., employed by the
          Company as its Senior Vice President and General Counsel.  On
          January 31, 1994, Mr. Mazzei beneficially owned 15,347 shares of
          the Company's Common Stock and held options to purchase an
          additional 8,700 shares of Common Stock.

                    EXPERTS

                    The consolidated financial statements of the Company
          appearing in the Company's Annual Report on Form 10-K for the
          year ended December 31, 1992, have been audited by Ernst & Young,
          independent auditors, as set forth in their report thereon
          included therein and incorporated herein by reference.  Such
          consolidated financial statements are incorporated herein by
          reference in reliance upon such report, given upon the authority
          of such firm as experts in accounting and auditing.


          Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS             

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

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


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

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

               (3)  by the shareholders.

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

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


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

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

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

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

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

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

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


          Item 8.   EXHIBITS

                    Number                 Description

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

                    5.1          Opinion of Augustine A. Mazzei, Jr. as to
                                 the legality of the Equitable Common Stock
                                 covered by this Registration Statement,
                                 filed herewith.

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

                    23.2         Consent of Augustine A. Mazzei, Jr. to the
                                 use of the Opinion referred to under 5.1
                                 above (such consent to be contained in
                                 such Opinion).

                       

          Item 9.   UNDERTAKINGS



                    The undersigned registrant hereby undertakes:


               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

                    To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;


               (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.  

               (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered which
          remain unsold at the termination of the offering.  

               (4)  That, for purposes of determining any liability under
          the Securities Act of 1933, each filing of the registrant's
          annual report pursuant to section 13(a) or section 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable, each
          filing of an employee benefit plan's annual report pursuant to
          section 15(d) of the Securities Exchange Act of 1934) that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.


                    Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to
          the foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.

                                      SIGNATURES        

                Pursuant to the requirements of the Securities Act of 1933,
          the Registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this Registration Statement to be signed
          on its behalf by the undersigned, thereunto duly authorized, in
          the City of Pittsburgh, Commonwealth of Pennsylvania, on February
          3, 1994.


                                 EQUITABLE RESOURCES, INC.
                                 (Registrant)


                                 By      DONALD I. MORITZ    
                                   ---------------------------
                                         Donald I. Moritz
                                         Chairman and Chief
                                         Executive Officer




                                  POWER OF ATTORNEY 


               KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints DONALD I.
          MORITZ, ROBERT E. DALEY and AUGUSTINE A. MAZZEI, JR., and each of
          them, his or her true and lawful attorneys-in-fact and agents,
          with full power of substitution and revocation, for him or her
          and in his or her name, place and stead, in any and all
          capacities, to sign any and all amendments to this Registration
          Statement, and to file the same with all exhibits thereto, and
          other documents in connection therewith, with the Securities and
          Exchange Commission, granting unto said attorneys-in-fact and
          agents, and each of them, full power and authority to do and
          perform each and every act and thing requisite and necessary to
          be done, as fully to all intents and purposes as he or she might
          or could do in person, hereby ratifying and confirming all that
          said attorneys-in-fact and agents, or any of them, or their or
          his or her substitute, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed by the following
          persons in the capacities indicated on February 3, 1994:



                    Signature                           Title




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


               /s/FREDERICK H. ABREW          President and Chief Operating
          ---------------------------------      Officer and Director
                  Frederick H. Abrew  


               /s/ROBERT E. DALEY             Vice President and Treasurer
          -----------------------------------    (Chief Financial Officer)
                 Robert E. Daley


               /s/JOSEPH L. GIEBEL            Vice President-Accounting and
          -----------------------------------      Administration (Chief 
                  Joseph L. Giebel                 Accounting Officer)






          __________________________________  Director
               Clifford L. Alexander, Jr.


          __________________________________  Director
                  Merle E. Gilliand



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


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




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


                /s/DANIEL M. ROONEY           Director
          -----------------------------------
                   Daniel M. Rooney


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


                /s/BARBARA BOYLE SULLIVAN     Director  
          -----------------------------------
                   Barbara Boyle Sullivan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24075}]
{"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": "033-52137", "film-number": "94504336"}, "business-address": {"street1": "420 BLVD OF THE ALLIES", "city": "PITTSBURGH", "state": "PA", "zip": "15219", "phone": "4122613000"}, "mail-address": {"street1": "420 BOULEVARD OF THE ALLIES", "city": "PITTSBURGH", "state": "PA", "zip": "15219"}, "former-company": {"former-conformed-name": "EQUITABLE GAS CO", "date-changed": "19841120"}}
As filed with the Securities and Exchange Commission
                                 on February 3, 1994

                                                          Registration No. 

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

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

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

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

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

                            1994 Equitable Resources, Inc.
                     Non-Employee Directors' Stock Incentive Plan
                               (Full title of the Plan)

                Donald I. Moritz, Chairman and Chief Executive Officer
             420 Boulevard of the Allies, Pittsburgh, Pennsylvania 15219
                       (Name and address of agent for service)

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

                           CALCULATION OF REGISTRATION FEE
                           CALCULATION OF REGISTRATION FEE

                                     Proposed      Proposed      
           Title of                  maximum       maximum       
          securities       Amount    offering     aggregate      Amount of
            to be          to be     price per    offering     registration
          registered     registered    share        price           fee

          Common Stock     80,000     37.6875*    $3,015,000      $1,040
          (No Par Value)   shares 

          *    Estimated solely for the purpose of calculating the
               registration fee; computed on the basis of the price at
               which securities of the same class were sold on January 31,
               1994, pursuant to Rule 457(h).
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   DOCUMENTS INCORPORATED BY REFERENCE

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

               (1)  The Annual Report on Form 10-K for the year ended
                    December 31, 1992.

               (2)  Proxy Statement for the Company's Annual Meeting of
                    Shareholders held May 21, 1993.

               (3)  Quarterly Reports on Form 10-Q for the quarters ended
                    March 31, 1993, June 30, 1993 and September 30, 1993.

               (4)  Form 8-K dated June 30, 1993, as amended by Form 8-K/A
                    No. 1 filed August 7, 1993.

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

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

          Item 5.   LEGAL MATTERS

                    Certain legal matters in connection with the sale of
          the shares of Common Stock offered hereby will be passed upon for
          the Company by Augustine A. Mazzei, Jr., Esq., employed by the
          Company as its Senior Vice President and General Counsel.  On
          January 31, 1994, Mr. Mazzei beneficially owned 15,347 shares of
          the Company's Common Stock and held options to purchase an
          additional 8,700 shares of Common Stock.

                    EXPERTS

                    The consolidated financial statements of the Company
          appearing in the Company's Annual Report on Form 10-K for the
          year ended December 31, 1992, have been audited by Ernst & Young,
          independent auditors, as set forth in their report thereon
          included therein and incorporated herein by reference.  Such
          consolidated financial statements are incorporated herein by
          reference in reliance upon such report, given upon the authority
          of such firm as experts in accounting and auditing.

          Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS             

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

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

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

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

               (3)  by the shareholders.

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

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

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

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

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

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

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

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

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

          Item 8.   EXHIBITS

                    Number                 Description

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

                    5.1          Opinion of Augustine A. Mazzei, Jr. as to
                                 the legality of the Equitable Common Stock
                                 covered by this Registration Statement,
                                 filed herewith.

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

                    23.2         Consent of Augustine A. Mazzei, Jr. to the
                                 use of the Opinion referred to under 5.1
                                 above (such consent to be contained in
                                 such Opinion).

                       

          Item 9.   UNDERTAKINGS

                    The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

                    To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

               (2)  That, for the purpose of determining any liability
          under the Securities Act of 1933, each such post-effective
          amendment shall be deemed to be a new registration statement
          relating to the securities offered therein, and the offering of
          such securities at that time shall be deemed to be the initial
          bona fide offering thereof.  

               (3)  To remove from registration by means of a post-
          effective amendment any of the securities being registered which
          remain unsold at the termination of the offering.  

               (4)  That, for purposes of determining any liability under
          the Securities Act of 1933, each filing of the registrant's
          annual report pursuant to section 13(a) or section 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable, each
          filing of an employee benefit plan's annual report pursuant to
          section 15(d) of the Securities Exchange Act of 1934) that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

                    Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the registrant pursuant to
          the foregoing provisions, or otherwise, the registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable.  In the
          event that a claim for indemnification against such liabilities
          (other than the payment by the registrant of expenses incurred or
          paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter
          has been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such
          indemnification by it is against public policy as expressed in
          the Act and will be governed by the final adjudication of such
          issue.

                                      SIGNATURES        

                Pursuant to the requirements of the Securities Act of 1933,
          the Registrant certifies that it has reasonable grounds to
          believe that it meets all of the requirements for filing on Form
          S-8 and has duly caused this Registration Statement to be signed
          on its behalf by the undersigned, thereunto duly authorized, in
          the City of Pittsburgh, Commonwealth of Pennsylvania, on February
          3, 1994.

                                 EQUITABLE RESOURCES, INC.
                                 (Registrant)

                                 By      DONALD I. MORITZ    
                                   ---------------------------
                                         Donald I. Moritz
                                         Chairman and Chief
                                         Executive Officer

                                  POWER OF ATTORNEY 

               KNOW ALL MEN BY THESE PRESENTS, that each person whose
          signature appears below constitutes and appoints DONALD I.
          MORITZ, ROBERT E. DALEY and AUGUSTINE A. MAZZEI, JR., and each of
          them, his or her true and lawful attorneys-in-fact and agents,
          with full power of substitution and revocation, for him or her
          and in his or her name, place and stead, in any and all
          capacities, to sign any and all amendments to this Registration
          Statement, and to file the same with all exhibits thereto, and
          other documents in connection therewith, with the Securities and
          Exchange Commission, granting unto said attorneys-in-fact and
          agents, and each of them, full power and authority to do and
          perform each and every act and thing requisite and necessary to
          be done, as fully to all intents and purposes as he or she might
          or could do in person, hereby ratifying and confirming all that
          said attorneys-in-fact and agents, or any of them, or their or
          his or her substitute, may lawfully do or cause to be done by
          virtue hereof.

               Pursuant to the requirements of the Securities Act of 1933,
          this Registration Statement has been signed by the following
          persons in the capacities indicated on February 3, 1994:

                    Signature                           Title

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

               /s/FREDERICK H. ABREW          President and Chief Operating
          ---------------------------------      Officer and Director
                  Frederick H. Abrew  

               /s/ROBERT E. DALEY             Vice President and Treasurer
          -----------------------------------    (Chief Financial Officer)
                 Robert E. Daley

               /s/JOSEPH L. GIEBEL            Vice President-Accounting and
          -----------------------------------      Administration (Chief 
                  Joseph L. Giebel                 Accounting Officer)

          __________________________________  Director
               Clifford L. Alexander, Jr.

          __________________________________  Director
                  Merle E. Gilliand

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

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

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

                /s/DANIEL M. ROONEY           Director
          -----------------------------------
                   Daniel M. Rooney

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

                /s/BARBARA BOYLE SULLIVAN     Director  
          -----------------------------------
                   Barbara Boyle Sullivan