SecProbe.io

Mail Stop 3561
        April 13, 2009  Murry S. Gerber
EQT Corporation
225 North Shore Drive  Pittsburgh, Pennsylvania 15212
Re:  EQT Corporation
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed February 20, 2009  Proxy Statement on Schedule 14A
  Filed March 5, 2009
File No. 1-3551
 Dear Mr. Gerber:
 We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your documents in response  to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.
 Form 10-K For the Fiscal Year Ended December 31, 2008

 Item 1. Business, page 7

 General, page 7

 1. In the second paragraph on page nine we note your statement that “[i]f the capital
markets become unconstrained, the Company believes it has a long-term sales volume
growth potential of greater than  20% per year.”  We note a similar statement on page 43.
Please elaborate upon this statement and your basis for your belief that if the capital

Murry S. Gerber
EQT Corporation
April 13, 2009 Page 2
markets become unconstrained you have a long -term sales volume growth potential of
greater than 20% per year.
 Item 2. Properties, page 19

 2. You state that in 2008 y ou drilled your first Utica explorat ory well but that it will not be
completed until 2010 after you dri ll another well.  Tell us if  you have attributed proved
reserves to these wells and, if so, how  much was attributed to each well.
 Item 7. Management’s Discussion and Analysis  of Financial Condition and Results…, page 27

 EQT Production, page 28

 Overview, page 28

3. Regarding the Marcellus Shale,  please tell us as of December 31, 2008 the following:
• how many proved reserves, if any, you have attributed to the Marcellus Shale;
• how many wells you have drille d into this formation;
• how many of these wells ar e producing from the Marcellus Shale and the rates
they were producing; and
• the number of proved undeveloped reserves a nd locations you have also classified
as proved.
 Equitable Distribution, page 37

 Overview, page 37

 4. Please expand this section to elaborate on know n material trends a nd uncertainties that
will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liqui dity decreasing or in creasing in any material way.  In doing so,
provide additional information about the quality  and variability of your earnings and cash
flows so that investors can ascertain the lik elihood of the extent past performance is
indicative of future performance.  In a ddition, please discuss in reasonable detail:

• economic or industry-wide factors relevant to your company, and
• material opportunities, cha llenges and risks in the short and long term and the
actions you are taking to address them.

For example, we note your disclosure on page  12 that states you saw a reduction in
FRAC spreads and in your storage and commercial margins in the latter half of 2008.
Please explain what market condition caused th ese reductions, the effect these reductions
will have on your profit margins and if you e xpect further reductions  or an increase in
these spreads.  We also note your statement on page 39 and elsewhere in your filing that a
continued downturn will raise your bad debt ex pense.  To the extent material, you should

Murry S. Gerber
EQT Corporation
April 13, 2009 Page 3
discuss the impact this possible bad debt  expense may have on your operations and
liquidity.  See Item 303 of Regula tion S-K and SEC Release No. 33-8350.

Fiscal Year Ended December 31, 2008 vs. December 31, 2007, page 38
 5. We note your statement on page 38 that your commercial and industrial revenues
increased, in part, due to an increase in us age by one industrial customer.  Please state
whether you expect this customer’s increased level of usage to continue and if not, the effect it would have upon your commercial and industrial revenues.

Other Items, page 45

Pension Plans, page 46

6. We note that you made cash contributions to  your pension plan of approximately $3.4
million, $1.3 million and $1.8 million during 20 08, 2007 and 2006.  We also note that
you expect to make a cash payment of $15 million to your pension in 2009, a notable increase over previous years.  Please descri be the reason for this increase and the impact,
if any, that recent market conditions have  had on your pension funding obligations.
  Financial Statements for the Fiscal Year Ended December 31, 2008

 Statements of Consolidated Income, page 58

 7. We note your presentation of Cost of Sales and the subt otal titled Net Operating
Revenues and have the following comments:

• Please tell us, and disclose to your read ers somewhere appropriate in your filing, a
description of the types of costs that  you classify as Cost of Sales.
• If your Cost of Sales are solely the co sts that you capitalize as Inventory, which
we read on page 63, are comprised of  natural gas stored underground and
materials and supplies, please tell us how you considered whether you incur any
other costs in providing your products and services that should be capitalized as Inventory and/or classified as Cost of Sales.  Your response should also address
how you determine which costs to classify as Cost of Sales and which costs to
classify as Operating Expenses.
• Please tell us whether Cost of Sales incl udes any depreciation expense.  If not, tell
us how you considered the guidance in SAB Topic 11:B.
• Regardless of the above, sin ce it appears from your disclosures that management
uses the measure Net Operating Revenues to evaluate and manage your Midstream and Distribution businesse s, we believe you should consider
discussing and quantifying this measure in  your segment footnote, and we believe
you should continue to address this measur e in your segmental analysis of results
of operations within MD&A.

Murry S. Gerber
EQT Corporation
April 13, 2009 Page 4  Notes to Consolidated Financial Statements

 Note 1.  Summary of Significan t Accounting Policies, page 63

 Regulatory Accounting page 65

 8. We note your tabular disclosure of regulated  net property, plant and equipment on page
66.  Please revise your disclosure here or in your property, plant and equipment
accounting policy on page 64 to present regula ted gross property, plant and equipment
along with the related accumulated depreciati on, as we believe this  gross presentation
provides important information to your inve stors.  In this regard, between your
disclosures here and on page 64, you currently  are providing this information for your
Distribution business but not for your Midstream business.
 Revenue Recognition, page 68

 9. We read that only revenues associated with en ergy trading activities that do not result in
physical delivery of an energy commodity (i.e . are settled in cash ) are recorded using
mark-to-market accounting.  Since the guida nce in SFAS 133 only requires that a
contract permit net settlement to be a derivativ e, but does not require the contract actually
to be net settled, it is unclear to us ho w your accounting policy complies with EITF 02-3
and SFAS 133.  Please advise, a nd revise your disclosure as appropriate to clarify this
matter.
 10. We read elsewhere in your filing that in 2008, Equitable Ga s filed a base rate case in
Pennsylvania, and you reached a settlement re garding this rate case in November 2008
that must be approved by the Pennsylvani a PUC.  We also note your disclosures
elsewhere in the filing rega rding the favorable impact of the Equitrans rate case
settlement recorded in 2006.  Please tell  us how you considered disclosing your
accounting policy for revenue recognition when you have a pending rate case.
 Note 2.  Financial Information by Business Segment, page 71

 11. We note that you disclose total intersegment revenues within your tabu lar presentation of
revenues from external customers.  We furt her note from the related footnote (a) that
intersegment revenues are gene rated by more than one of your  reportable segments.  With
reference to paragraph 27 of SFAS 131, please tell us whether your chief operating
decision maker is provided with revenues from  external customers net of intersegment
revenues for each segment or is provided with a breakout of intersegment revenues by segment, and if so, tell us how you determined you did not need to disclose this information to your investors.

Murry S. Gerber
EQT Corporation
April 13, 2009 Page 5  Note 5.  Sale of Properties, page 76

 12. We note your description of the transactions w ith Pine Mountain Oil and Gas, Inc. within
this footnote and have the following comments:

• We read that you recorded the gain on these transactions in accordance with
SFAS 19.  We assume that this statement refe rs to your sale of a partial interest in
proved reserves in the Nora area.  Please tell us whether you recorded any gain or
loss related to your exchange of certain  Nora area gathering facilities and
pipelines for a 50% interest in the newly formed entity Nora Gathering LLC, and
if so, the accounting guidance that you reli ed upon in determining that such gain
or loss recognition was appropria te.  Please clarify this ma tter to your investors, if
applicable, in future filings.
• As the reserves, gathering facilities and pi pelines in the Nora area were previously
part of your operations, pl ease explain to us how you determined it was more
appropriate to classify the gain on sale of these assets as non-operating income on your statements of consolidated income  instead of classi fying it within the
subtotal Operating Income.  Re fer to paragraph 45 of SFAS 144.
 Note 6.  Acquisitions, page 77

 13. We read that your acquisition of an additio nal 13.5% working interest in the Roaring
Forks area was funded using a portion of the pr oceeds received from the sale described in
Note 5, and therefore qualified as a like-k ind exchange under the deferred exchange
agreement.  Please explain to us in more detail and clarify to your investors what you
mean by the deferred exchange agreement, since this appears to be the only place in your filing where you refer to this agreement.  Al so explain to us in more detail how you
accounted for this acquisition, how this acqui sition impacted your accounting for the sale
of assets in the Nora area as discussed in  Note 5, and the accoun ting guidance that you
relied upon.
 Note 7.  Income Taxes, page 78

 14. We note that you refer to a taxable loss for 2008 several times throughout this footnote.
Given the large book pre-tax income seen on the face of your income statement, please expand your disclosures to better explain w hy there is such a significant difference
between your book income and taxable loss for 2008, and if possible provide context as to whether you expect this significant difference between book and taxable income to
continue in the future.  Also expand your di sclosures to better e xplain why you incurred a
significant amount of income tax expense in 2008  given your taxable loss.   In this regard,
we assume the net tax expense reflects the impact  of the deferred tax liabilities, as seen in
your tabular presentation of current and deferred tax expens e at the top of page 78, but
we are requesting that you provide additional information as to why you recorded your highest effective tax rate in five years despite incurring a taxable loss.  If you believe

Murry S. Gerber
EQT Corporation
April 13, 2009 Page 6
these disclosures would be more appropriate el sewhere in your filing, please tell us where
you will place them.
 Note 20.  Commitments and Contingencies, page 97

 15. We read in the final paragraph of this foot note that you believe that the ultimate outcome
of any matter currently pending against you wi ll not materially a ffect your financial
position.  Please tell us, and clarify in future f ilings, the expected impact of these matters
on your results of operations and liquidity.  In this regard, if you believe that there may
be a material impact on your results of opera tions or liquidity, it a ppears that additional
disclosures would be required under SFAS 5, SOP 94-6 and SAB Topic 5:Y.
 Note 21.  Guarantees, page 97

 16. We note that in connection with your sale of  NORESCO you agreed to maintain certain
guarantees of NORESCO’s obligations and that  you have not recorded  any liabilities in
your Consolidated Balance Sheet  related to these guarantees.  Please explain to us how
you considered the guidance in paragraph 9 of FIN 45 as it relates to your NORESCO
guarantees.  In this regard, it is unclear to us how you conclu ded that the fact that you
believe the likelihood of making payments unde r these guarantees is remote would result
in a fair value for these guarantees of zero.

Note 24.  Natural Gas Producing Activities (Unaudited), page 100

 17. We note from Note 9 Equity in Nonconsolid ated Investments on pa ge 81 that you have
investments that are accounted for by the equi ty method of accounting.  We also note that
you have not separately disclosed your share of  these investees’ net oil and gas reserves;
your share of these investees’ net capitali zed costs relating to oil and gas producing
activities; your share of these investees’ property acquisition, exploration and
development costs incurred in oil and gas producing activ ities; your share of these
investees’ results of operations for oil and ga s producing activities; or  your share of these
investees’ standardized measure of discount ed future net cash flows as required by
paragraphs 14c, 20, 23, 29, and 32 of SFAS 69.  Please explain to us how you considered
disclosing these items.  If you believe th is guidance does not apply or the amounts
involved are immaterial, pl ease explain that to us in reasonable detail.

Reserve Information, page 100
  18. Please tell us what your forecasted oil and natural gas production for total proved reserves was for 2008 in your 2007 reserve report.   Please reconcile for us any significant
differences between the forecasted production volumes and the actual 2008 production volumes.

Murry S. Gerber
EQT Corporation
April 13, 2009 Page 7  19. Please clarify footnote (a) on page  101 regarding changes to y our natural gas reserves due
to extensions, discoveries and other additions.  The footnote states that a portion of the
additions are for proved developed reserves which were not previ ously classified as
proved undeveloped reserves.  Please tell us if the remaining balance was previously classified as proved undevel oped reserves or was added to your balance of proved
undeveloped reserves at December 31, 2008.  If the remaining balance was added to proved undeveloped reserves at December 31, 2008, tell us the difference between the
two subsets of reserve additions.
 20. Please provide us with your reserve revisions  due to price changes separately for oil
reserves and also for gas reserves.
 Exhibits and Financial Statement Schedules

 Schedule II – Valuation and Qualifying Accounts, page 108

 21. We note that in Note 16 Accumulated Other Comprehensive Loss on page 91, you
discuss a lower of cost or market adjustment that you recorded re lated to hedged items
(gas currently in stora