SecProbe.io

April 9, 2012
 Via E-mail

Philip P. Conti Senior Vice President and Chief Financial Officer EQT Corporation 625 Liberty Avenue Pittsburgh, Pennsylvania 15222
Re: EQT Corporation
Form 10-K for the Fiscal Year Ended December 31, 2011 Filed February 16, 2012
  File No. 001-03551

Dear Mr. Conti:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by amending your filings, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for the Fiscal Year Ended December 31, 2011

 Consolidated Balance Sheets, page 60

1. Please refer to the Other Current  Liabilities line item of your balance sheet.  In addition
to the $85 million of incentive compensati on included in this account, please tell us
whether any other single item is in excess of 5% of total current liabili ties.  If so, please
separately disclose such item consistent with the guidance in Ru le 5-02.20 of Regulation
S-X.
 Note 5. Sale of Properties, page 78

2. We note your sale of the Big Sandy Pipe line (Big Sandy) for $390 million, which
resulted in a pre-tax gain of $180.1 milli on.  Given that Big Sandy is a natural gas
pipeline regulated by the FERC, please tell us how such gain will be treated in the FERC

Philip Conti EQT Corporation April 9, 2012 Page 2

 rate making process.  In your response, please clarify whether an oblig ation exists to pass
along all or part of this gain to the rate paye rs.  Please be detailed in your response as we
may have further substantive comment.
 Note 23. Subsequent Events, page 105

3. We note that you intend to contribute approxi mately 29% of the Midstream segment’s
assets to EQT Midstream Partners, LP as part  of the proposed underwr itten initial public
offering.  Please tell us whether you expect this contribution to change your operating
segments, and why or why not.  As part of  your response, please tell us whether you
expect to view and manage these assets di fferently following their contribution to EQT
Midstream Partners, LP.  If you anticipate  changing your determination of operating
segments, please ensure you explain your basis for your determination and contrast such
determination with prevailing practice of similar midstream enterprises.

4. We note the disclosure elsewhere in your  filing that you decided in January 2012 to
suspend development in the Huron play indefi nitely, and as a result,  its contribution to
your total production sales volumes will gradually  decline.  Please tell us whether this
change to your plans for the Huron play resu lted in any asset impairments or any changes
in your depletion rates in th e first quarter of 2012, and brie fly explain why or why not.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Philip Conti EQT Corporation April 9, 2012 Page 3

 You may contact Jason Nietha mer, Assistant Chief Account ant, at (202) 551-3855 or me
at (202) 551-3737 if you have questions regardin g our comments or any other questions.

Sincerely,
    /s/ Jennifer Thompson
 Jennifer Thompson Accounting Branch Chief
  Via E-mail

cc:  Laura L. Tyson  Baker Botts L.L.P.