Cabot Oil & Gas Corporation
                                                            15375 Memorial Drive
                                                            Houston, Texas 77079
                                                         Telephone: 281/589-4600
                                                         Facsimile: 281/589-4912

                                  June 25, 1999


Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:  Cabot Oil & Gas Corporation Form 10-K/A
     for the year ended December 31, 1998

Ladies and Gentlemen:

     On behalf of Cabot Oil & Gas Corporation,  transmitted  herewith for filing
under the  Securities  and  Exchange Act of 1934,  as amended,  is a copy of the
Company's  December 31, 1998 Form 10-K/A,  Amendment No. 1. Pursuant to Rule 302
of  Regulation  S-T, the Form 10-K/A has been executed by typing the name of the
signature.

     This  filing  has  been  effected   through  the  Securities  and  Exchange
Commission's EDGAR electronic filing system.

     Please  contact the  undersigned  at (281)  589-4642  with any questions or
statements you may have regarding this filing.

Sincerely,

JILL RIBBECK
Manager, Financial Reporting




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 -------------

                                  FORM 10-K/A

                               AMENDMENT NO. 1 TO
                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 1998

                         Commission File Number 1-10447

                          CABOT OIL & GAS CORPORATION
             (Exact name of registrant as specified in it charter)

                         DELAWARE                 04-3072771
                (State  of  incorporation)   (IRS Employer ID No.)

    15375 Memorial Drive, Houston, Texas 77079       (281) 589-4600
     (Address of principal executive office)     (Registrant's telephone)

     The  registrant  hereby  amends the  annual  report on Form 10-K to include
under Part IV, Item 14, a(3) the following:

            EXHIBIT 99.1 - Annual Report on Form 11-K for the Cabot
               Oil & Gas Corporation Savings Investment Plan




                          CABOT OIL & GAS CORPORATION

                     INDEX TO FORM 10-K/A, AMENDMENT NO. 1


                                                                           PAGE

Signature page  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2

Exhibit 99.1 - Annual Report on Form 11-K for the Cabot
 Oil & Gas Savings Investment Plan


                                        -1-


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                   CABOT OIL & GAS CORPORATION




                                   BY: /s/  RAY R. SEEGMILLER
                                       -----------------------------------------
                                       Ray R. Seegmiller, Chairman of the Board,
                                       Chief Executive Officer and President


June 25, 1999


                                      -2-