dissenting:
The majority, in virtual defiance of Supreme Court teachings that federal courts *347should not intrude in vital state interests unless federal constitutional concerns are being violated of ignored — neither of which is the case here — has nevertheless held that a federal court is to manage Philadelphia’s jails. It so holds despite admitted record evidence (1) that the Pennsylvania courts have been and are exercising strict supervision over Philadelphia’s prison system and conditions and (2) that the Pennsylvania courts are vindicating all federal constitutional rights by appropriate state court actions.
I cannot agree with the majority that the state’s interests, which are so very vital in the area of prison administration, must be subordinated to federal court determinations even while the Commonwealth is expending every effort to correct the conditions that have been challenged. I therefore dissent.
I.
My disagreement with the majority is a basic one. I do not believe that Supreme Court teachings, comity, or reason support a federal court’s intrusion into a state’s administration of its prison system when the state courts have been, and presently are, exercising supervision over these institutions and are doing so in accordance with both state and federal constitutional requirements.
The pleadings clearly reveal that since March 15,1976 the Court of Common Pleas has not only imposed corrective measures on the Commonwealth’s prison administration, but has done so continuously through various consent decrees. As recently as June 22, 1984, additional orders have been entered by the state courts. For a federal court to step in and ignore the state’s own corrective proceedings is, so far as I am concerned, as inappropriate and wrong as it is for a federal court to run state hospitals, see Pennhurst State School & Hospital v. Halderman, — U.S. -, 104 S.Ct. 900, 908, 79 L.Ed.2d 67 (1984); Youngberg v. Romeo, 457 U.S. 307, 102 S.Ct. 2452, 73 L.Ed.2d 28 (1982), or schools, see Williams v. Red Bank Board of Education, 662 F.2d 1008 (3d Cir.1981). This is so particularly where the state courts have been strictly enforcing federal constitutional mandates. The majority opinion attempts to excuse and explain the federal court’s role by fo-cussing on the money damages which these plaintiffs seek. Maj.Op. typescript at 18. I suggest this is a makeweight argument that cannot govern the more important and the more sensitive issue of federal and state comity presented by the circumstances of this case.
II.
In February, 1971, five prisoners in the Philadelphia prison system brought a class action in the Court of Common Pleas in Philadelphia County, on behalf of themselves and all others confined in Philadelphia prisons, seeking injunctive relief from prison overcrowding in violation of both state and federal constitutional provisions. The Court of Common Pleas found violations of both the Pennsylvania and United States Constitutions and entered a decree which became final on June 7, 1972. This decree was upheld on appeal. Jackson v. Hendrick, 457 Pa. 405, 321 A.2d 603 (1974). The Court of Common Pleas retained jurisdiction over the remedial stage of the case, as it has until this day. The first remedial order was issued on March 15, 1976, establishing maximum prison population limits.
Since then, the parties have entered a series of consent decrees governing administration of the prisons and designed to alleviate the conditions found violative of the eighth amendment of the United States Constitution and Pennsylvania constitutional provisions. The most recent such remedial order prior to the district court’s dismissal of the instant action was issued on June 29, 1983, and directed a plan of prison release in order to relieve overcrowding.1
*348The plaintiffs in the instant case filed this action in the federal district court for the Eastern District of Pennsylvania on April 27, 1982, seeking relief under 42 U.S.C. § 1983 from prison conditions in the Philadelphia prison system which are alleged to violate the eighth amendment. Class certification was sought for a “class consisting of all persons who have been inmates of Holmesburg Prison since April 30, 1980, and on behalf of all future inmates of Holmesburg Prison.” None of the named plaintiffs were incarcerated before April 30,1980; thus, none of the plaintiffs were prisoners during the time the 1971 action was initiated in state court. Nevertheless, plaintiffs, in their amended complaint, allege that the entire current plaintiff class is included in the 1971 class.
The current class action alleges that conditions in the Philadelphia prison system remain in violation of the eighth amendment, primarily due to continued overcrowding and the prison system’s failure to comply with the state court’s remedial decrees. Damages and injunctive relief were sought against the City of Philadelphia and various City officials in charge of prison administration. Further, damages and in-junctive relief were sought against state officials, Waldman and Marks, for their actions certifying the prisons as suitable for prisoners who were sentenced to maximum terms of greater than six months and less than five years.
Both the City and State defendants filed motions to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure. The district court granted these motions to dismiss on several grounds. First, as to the City defendants, it found that the plaintiff class’ claims were barred by the doctrine of res judicata, their claims having been merged into the decrees of the Court of Common Pleas. Second, it held that the doctrine of Colorado River2 abstention was applicable to this case, where resolution of the dispute is primarily committed to the state court. It further decided that such abstention required dismissal of-this case. Third, as to the State defendants, the district court found plaintiffs’ claims to be barred by both the eleventh amendment protection of state sovereign immunity and qualified official immunity.
I agree with so much of the majority opinion that holds that the prisoners’ claims are not barred by res judicata. I also agree with the majority’s resolution of the qualified official immunity defense asserted by defendants Marks and Waldman, and its holding that the brand of abstention announced in Colorado River Water Conservation District v. United States, 424 U.S. 800, 96 S.Ct. 1236, 47 L.Ed.2d 483 (1976) does not apply to this case. I part company with the majority, however, in its holding that Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971) does not authorize abstention in this case. Accordingly, I would remand the case to the district court with instructions to abstain from proceedings with this case, while at the same time retaining jurisdiction should any federal claims remain unresolved by the state court’s action.
III.
This court has recently approved a form of Younger v. Harris abstention that has the effect of harmonizing both federal and state remedies. Younger v. Harris, 401 U.S. 37, 91 S.Ct. 746, 27 L.Ed.2d 669 (1971), established a principle of abstention where federal adjudication would disrupt an ongoing state criminal proceeding. In Moore v. Sims, 442 U.S. 415, 99 S.Ct. 2371, 60 L.Ed.2d 994 (1979), the Supreme Court extended Younger abstention to purely civil proceedings, applying the doctrine to bar federal court adjudication of a child custody claim where state court custody proceedings were already in progress. Even *349though Sims was challenging the procedures used in the state proceedings, the Supreme Court found abstention appropriate:
The Younger doctrine, which counsels federal-court abstention when thére is a pending state proceeding, reflects a strong policy against federal intervention in state judicial processes in the absence of great and immediate irreparable injury to the federal plaintiff____ that policy was first articulated with reference to state criminal proceedings, but as we recognized in Huffman v. Pursue, Ltd., 420 U.S. 592 [95 S.Ct. 1200, 43 L.Ed.2d 482] (1975); the basic concern — that threat to our federal system posed by displacement of state courts by those of the National Government is also fully applicable to civil proceedings in which important state interests are involved.
Id. at 423, 99 S.Ct. at 2377.
This court then applied Younger abstention to state administrative proceedings in Williams v. Red Bank Board of Education, 662 F.2d 1008, 1009 (3d Cir.1981). We have required that Younger abstention in such civil proceedings be based on the presence of weighty state interests. See Williams at 1017. I can think of no more weighty, vital or intimate state interests than the administration of a state’s peno-logical system. Indeed, the Supreme Court has given the federal courts unambiguous instructions to pay great deference to the States’ weighty interest in administering their own prison systems. See generally Rhodes v. Chapman, 452 U.S. 337, 101 S.Ct. 2392, 69 L.Ed.2d 59 (1981); Bell v. Wolfish, 441 U.S. 520, 99 S.Ct. 1861, 60 L.Ed.2d 447 (1979); Union County Jail Inmates v. DiBuono, 713 F.2d 984 (3d Cir. 1983). In light of the Supreme Court’s admonitions pertaining to vital state interests, we held in Williams, a case which concerned school disciplinary proceedings, that:
[O]ur analysis and our reading of Younger cases impress us that where federal intervention into state administrative proceedings would be substantial and disruptive, and where the state proceedings are adequate to vindicate federal claims and reflect strong and compelling state interests, the district court, pursuant to Younger, should abstain.
662 F.2d at 1017.
Williams involved a suit brought in federal court by a school teacher seeking an injunction against further state prosecution of an administrative disciplinary proceeding, expungement of the proceeding from her record, and compensatory and punitive damages. In Williams, we upheld so much of the district court’s order directing abstention in favor of the pending state administrative proceeding, but we vacated that aspect of its order which dismissed Williams’ complaint. Instead we directed the district court to retain jurisdiction pending resolution of the state proceedings in order to provide those remedies, such as constitutional damages, which were available only in the federal action. Recognizing that Williams must seek relief in federal court which was not available to her in State proceedings, we refused to deny a federal court’s duty to assume jurisdiction where jurisdiction properly existed. We also recognized, however, that the federal court would find it difficult if not impossible to adjudicate Williams’ constitutional claims until after all State proceedings had been finally completed.3
In the present case, the courts of Pennsylvania have been overseeing the remedies directed to particular prison conditions and have been issuing remedial orders since at *350least March 15, 1976. They have done so after consideration of prison conditions which were alleged to violate both federal and Pennsylvania constitutions. Thus, the Pennsylvania courts have not only been aware of, but have sought to vindicate, federal concerns. Indeed, the complaint recites that a total of $325,000 in fines has been levied by the court for failure to comply with various corrective provisions of the consent decree which had been entered. The complaint further recites that there have been four additional consent decrees that have been approved by the Court of Common Pleas as late as December 21, 1982. Moreover, as recently as June 29, 1983 — more than one year after the present federal action was commenced — the state court entered still another order establishing a plan of prison release to relieve overcrowding. That order was followed by still additional orders entered by the state courts as late as June 22, 1984.
I recognize that obiter dictum in prior decisions of this Court has indicated that Younger abstention would ordinarily not obtain where the state proceedings were instituted by a private party rather than by the state as sovereign. See Johnson v. Kelly, 583 F.2d 1242, 1249 (3d Cir.1978); New Jersey Education Association v. Burke, 579 F.2d 764, 767 (3d Cir.1978). Indeed, Williams itself repeats that suggestion, and the majority in this case, relying on that dictum, thereby rejects Younger (Williams) abstention here.
While the statements in Williams, Kelly and Burke may be said to create a presumption against a sufficient state interest in the pending proceedings to invoke Younger abstention where the pending proceedings were privately initiated, none of those cases foreclose Younger abstention in a case such as this one. Williams did not involve privately initiated proceedings. Kelly found abstention inappropriate where the state was not a party to the pending proceedings. However, in the instant case, state officers and other governmental parties are actively involved in the suit. In Burke, the Court considered the fact that the state proceedings were privately instituted to be but one of the many factors mitigating the state’s interest in exclusively adjudicating the claims, as weighed against the interest in a federal forum. Thus, the fact that the state did not initiate the instant proceeding is not fatal to the application of the Williams abstention doctrine.
Moreover, to put the issue of “private initiation” completely to rest, it must be remembered that the state proceeding was not recently instituted but has long since passed the liability determination and is presently in the enforcement stage. As I have noted, the original decree finding liability was entered June 7, 1972, nearly thirteen years ago, and has been followed since then by other decrees and orders of enforcement. Thus, the present nature of the state proceeding is one that has for all practical purposes lost any “privately initiated” character. The Commonwealth seeks no more than to enforce in its own courts, those decrees long since entered by its own courts. Thus, to reject Williams abstention on the ground that it does not apply where the suit has been privately initiated, is to ignore both the jurisprudential and prudential characteristics of the present state proceedings. In the present case, I am entirely satisfied that Pennsylvania’s weighty interest in adjudicating through its own courts a broad remedial program aimed at revamping the Philadelphia prison system more than makes up for the circumstance that the original litigation was instigated by prisoners: the litigation having commenced in 1971 and a liability determination having been entered in 1972.
In such a situation where the state court has exercised continuing supervision over its own orders, and has sought to accommodate federal as well as state concerns, it would be improvident for this court to intrude in the ongoing state court proceedings. By the same token, however, it must be recognized, that if, in the unlikely situation that the conditions of which the prisoners complain are not remedied by the Pennsylvania court, no barrier should exist against the prisoners’ seeking relief in fed*351eral court. Thus, a retention of jurisdiction and a stay of proceedings by the federal court, in order to give the State Court a reasonable time to implement its decree before the imposition of federal remedies, is as appropriate here as we found it to be in Williams, supra.
IY.
Although the prisoners sought a judgment in federal court which would declare the conditions of confinement at Holmes-burg Prison to be unconstitutional and sought to enjoin the City defendants from continuing to incarcerate them under unconstitutional conditions, they also sought money damages, costs, and attorneys fees. They sought injunctive relief and money damages against the two state defendants, Waldman and Marks, as well, based upon their actions in certifying the Philadelphia prisons as eligible institutions to receive prisoners. The district court regarded the claims for money damages against the City defendants as barred by res judicata and Colorado River abstention. I agree with the majority’s reasoning and holding that the district court erred in applying these doctrines to the circumstances of this case.
I disagree, however, with the majority’s view that the claims for money damages counsel against abstention in this case. Although the majority piously looks at the claim for money damages and constructs a theory on which it reverses the district court based on the fact that money damages have been sought, any cursory reading of the Complaint and review of the litigational history reveals that this is by far the most insignificant element of the plaintiffs’ charge. What the plaintiffs seek here is pure and simple equitable relief and they seek it on federal constitutional grounds. The money damages, as I read the Complaint, are incidental.
Until such time as there has been appropriate enforcement of the Pennsylvania court’s orders, it is premature even to consider damages against officials whose activities or responsibilities have been challenged. Thus, this is not a case of parallel litigation. As the majority points out, the equitable liability has already been determined in the state court (Maj. op. at 346) and it is the enforcement of this liability over which the majority now seeks to assume control.
I am not suggesting for a moment that we decline to exercise jurisdiction. I suggest only that considerations of comity dictate that we withhold our federal hand— while retaining jurisdiction — until the state proceedings have concluded and it is appropriate for federal proceedings to commence, providing always that the federal claims giving rise to these proceedings have not been resolved.
Because I would hold that it is inappropriate for a federal court to intrude at this time in the state proceedings (which involve the same subject matter presented by the prisoners’ complaint here, and which proceedings have been ongoing and continuous) it would be inappropriate as well for a federal court to adjudicate the merits of the prisoners’ claims against the individual City defendants. If the federal court must bide its time with respect to the merits of constitutional violations which the prisoners assert, it is evident that it must also bide its time with respect to resolving claims against the individual defendants where such damage claims may well be resolved in the pending state action.4 Thus, to this extent the situation presented here is analogous to the situation which *352obtained in Williams v. Red Bank, supra, where we said,
[I]t is difficult to see how the federal court could adjudicate Williams’ constitutional claims and attorney’s fees until after all disciplinary proceedings have been finally completed. How could the damages be calculated, for example, until it is known whether Williams is to be “acquitted,” discharged, or suffer a reduction in salary?
So, too, here, it would be exceedingly difficult and, in my opinion, jurisprudentially improper, for the district court to fashion relief for the alleged unconstitutional conditions of Holmesburg prison5 until the state court has had a reasonable time to implement its remedial decrees.6
V.
Within recent weeks, this court has recognized the vital interests that a state has in the administration of its penal system by scheduling a case for in banc consideration where one of the significant issues concerns abstention. Georgevich v. Strauss, No. 84-5194 (3d Cir. Jan. 9, 1985) (order listing case in banc). Georgevich involves the manner in which Pennsylvania may parole its prisoners. The present case involves the administration of prisons and the remedial measures designed to bring the Philadelphia prison system in line with state and federal constitutional requirements.
I find no distinction between the importance of the comity issue presented in this case and the importance of the comity issue, which is one of the issues presented in Georgevich. In the present case the majority opinion requires that a federal court override a state’s enforcement of its own court orders, which orders have as their objective, compliance with the federal, as well as the state, constitutions. I suggest that if Georgevich warrants the attention of a full court, even more so does this case.
I would vacate the judgment of the district court and remand with instructions to retain jurisdiction over the proceedings in order to resolve any federal claims remaining at the conclusion of the state action.
. Since this appeal arises from a dismissal by the district court under Fed.R.Civ.P. 12(b)(6), only the facts pleaded up to that time are relevant to disposition of the appeal. We note, however, that the Court of Common Pleas issued remedial orders on April 3, 1984 and June *34822, 1984, which are subsequent to the date of the district court’s dismissal. The orders established a timetable for construction of new facilities, and provided fines in case of non-compliance.
. Colorado River Conservation Dist. v. United States, 424 U.S. 800, 96 S.Ct. 1236, 47 L.Ed.2d 483 (1976).
. Similarly, in Scott v. Germano, 381 U.S. 407, 85 S.Ct. 1525, 14 L.Ed.2d 477 (1965), the district court hearing the Reynolds v. Sims, 377 U.S. 533, 84 S.Ct. 1362, 12 L.Ed.2d 506 (1964) voting reapportionment case on remand was directed to vacate its judgment and stay its proceedings in order to give pending state court proceedings an opportunity to implement its own remedial plan. See also, Halderman v. Pennhurst State School and Hospital, 673 F.2d 647, 662-671 (1983) (Garth, J. concurring) (federal judicial oversight of state remedial plan preferable to appointment of federal master), rev’d on other grounds, — U.S. -, 104 S.Ct. 900, 908, 79 L.Ed.2d 67 (1984).
. It is unclear from the record before us whether the prisoners' claims for money damages against the individual City defendants will be resolved in the state proceedings. Counsel for the City of Philadelphia represented at oral argument that earlier such claims have been previously brought and have been resolved by the Court of Common Pleas. If, in fact, such relief is available in the state court, the granting of such relief may very well moot out the concurrent relief sought in this action. If, however, these claims cannot be resolved in state court, resolution of these claims by the federal court at the conclusion of the state proceedings would be appropriate under Williams v. Red Bank Board of Education, 662 F.2d 1008 (3d Cir. 1981).
. Among other claims, the prisoners charged in paragraphs 43 and 44 of their complaint that food was unsanitarily prepared and served; there was a lack of bedding, towels, and toiletries, that there was reduced or inadequate access to recreational facilities, libraries, legal materials, religious services, and telephones; that visitation rights, even of legal counsel, were impaired; and that because of overcrowding prisoners have been subjected to physical attacks, sexual assaults, and psychological injuries. The state defendants have also been charged, in paragraph 54, with having classified the Philadelphia prisons as eligible to receive prisoners notwithstanding the unconstitutional conditions alleged to exist at Holmesburg.
. I recognize that state proceedings have continued for some years. However, the state courts have not been inattentive to the claims of the prisoners. As I observed earlier in this opinion, remedial orders have been entered both prior and subsequent to the institution of the instant action, e.g., in June 1983, April 1984, and June 1984, see text supra and accompanying note 1. Moreover, the nature of the conditions complained of is such that remedies may require long term supervision. Thus, the record does not disclose either an unwillingness on the part of the state court, nor an inability on its part, to rule on or correct the subject of the prisoners' complaint.