Cabot Oil & Gas Corporation
                                                            15375 Memorial Drive
                                                            Houston, Texas 77036
                                                       Telephone: (281) 589-4600
                                                       Facsimile: (281) 589-4912

January 27, 1999



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

RE:  Cabot Oil & Gas Corporation Form 8-K
     for the period ended January 20, 1999

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 Form 8-K.

     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 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

                                January 27, 1999
                       (Date of earliest event reported)

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


                  Delaware                         04-3072771
        (State or other Jurisdiction of          (IRS Employer
         Incorporation of Organization)       Identification Number)

                         Commission file number 1-10447

                   15375 Memorial Drive, Houston, Texas 77079
               (Address of principal executive offices, zip code)

                                 (281) 589-4600
              (Registrant's telephone number including area code)

================================================================================


ITEM 5.  OTHER EVENTS


Acquisition of Oil and Gas Producing Properties

     Effective  December  1, 1998,  Cabot Oil & Gas  Corporation  (the  Company)
acquired  substantially  all of the onshore South  Louisiana  properties of Oryx
Energy Company for approximately $70 million.  Under the terms of the agreement,
Cabot Oil & Gas purchased 10 fields (six operated,  four non-operated)  covering
34,345 net acres with 68  producing  wells.  The acquired  producing  assets are
concentrated in three primary fields,  each with a high working interest.  These
fields comprise 80% of the value assigned to the  transaction.  The Company also
acquired a 3-D seismic inventory. Proved reserves acquired total 74 Bcfe.

     Management  believes that this  acquisition  provides a geographic fit with
its existing  onshore 3-D seismic effort in Terrebonne  Parish where the Company
has a 33% interest in a joint  exploration  play with UPRC covering 95,000 gross
acres.  The Company  plans to increase  production by reworking a portion of the
non-producing  wells and  commencing an  exploratory  and  development  drilling
program.

     The three primary  fields are Belle Isle in St. Mary Parish,  Lake Pelto in
Terrebonne Parish and Chacahoula in Lafourche Parish. There are 160 square miles
of 3-D  seismic  included  with these  three  primary  fields.  The other  areas
included in the transaction are: Deer Island, Point Au Fer, Gibson and Humphreys
in Terrebonne  Parish;  West Starks in Calcasieu  Parish;  Rayne Field in Acadia
Parish; and Beaver Dam Creek in St. Helena Parish.

     The purchase was funded by borrowings  under the Company's  newly  expanded
$250   million   revolving   line  of  credit  with  10  lending   institutions.
Additionally,  Cabot Oil & Gas  intends to  continue  its asset  rationalization
program, selling non-strategic assets when appropriate,  in an ongoing effort to
improve the  Company's  asset base.  Proceeds  from any sales are expected to be
used to reduce debt.

Forward-Looking Information

     The  statements  regarding  future  financial  performance  and results and
market prices and the other  statements which are not historical facts contained
in this report are forward-looking  statements.  The words "expect,"  "project,"
"estimate," "believe,"  "anticipate,"  "intend," "budget," "predict" and similar
expressions  are also  intended to  identify  forward-looking  statements.  Such
statements  involve  risks and  uncertainties,  including,  but not  limited to,
market  factors,  market prices  (including  regional  basis  differentials)  of
natural gas and oil, results for future drilling and marketing activity,  future
production  and costs and other  factors  detailed  herein and in the  Company's
other Securities and Exchange  Commission  filings.  Should one or more of these
risks or  uncertainties  materialize,  or should  underlying  assumptions  prove
incorrect, actual outcomes may vary materially from those indicated.


                                      -1-


SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned,  thereunto duly authorized, in the City of Houston, State of Texas,
on the 27th of January 1999.

                                       CABOT OIL & GAS CORPORATION

                                       By:  /s/ Henry C. Smyth
                                           Henry C. Smyth, Controller and
                                           Principal Accounting Officer


                                           (Executive Officer Duly Authorized
                                           to Sign on Behalf of the Registrant)

                                       -2-