SecProbe.io

Mail Stop 4628
August 24 , 2017

Lewis B. Gardner, Esq.
General Counsel and Vice President, External Affairs
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, PA  15222

Re:  EQT Corporation
Registration Statement on Form S -4
Filed July 27, 2017
 File No. 333 -219508

Dear Mr. Gardner:

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  If you do not believe our comments apply t o your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

General

 Please revise your amended filing to address the class action complaint filed on August 2, 1.
2017 in Delaware federal court, challenging the proposed merger and alleging violations
of Sections 14(a) and 20(a) of the Exchange Ac t.

The Merger

Background of the Merger, page 56

 Please provide us supplementally with copies of any non -public information — board 2.
books, documents, financial forecasts (including “preliminary financial and strategic
considerations”), projections and presentations — used by the companies in the merger
negotiations. We may have additional comments.

Lewis B. Gardner, Esq.
EQT Corporation
August 24, 2017
Page 2

  Explain why Rice and EQT decided not to pursue further discussions in July of 2015.  3.

 We note from your disclosure that Company A  discontinued merger negotiations in 4.
August 2016, on account of changes in the trading price of Rice Energy’s stock relative
to its own.  In order to place the Rice Energy board’s consideration of possible
alternatives in context, please revise to discuss whether the Rice Energy board attempted
to re-engage Company A in March 2017 once the company agreed to reconvene merger
discussions with EQT.

 Unlike your discussion of earlier terms proposed by EQT, you do not indicate the 5.
premium offered on May 4, 2017 o r in later discussions.  Nor do you indicate the market
price of each company so that investors can calculate the premium.  Please advise or
revise.

 We note a number of references to “open deal points” in your later discussion in this 6.
section, after EQT a nd Rice Energy began to consider formal proposals.  Please revise to
more fully describe these deliberations and clarify how  the terms evolved during the
course of these discussions.  Please also elaborate on the financial underpinnings of the
implied valu e calculations reflected in the various proposals and counterproposals.

 To the extent that the series of call s conducted on June 4, 2017 impacted any executive 7.
officers, please also provide more details.

 Please expand further on the Rice Energy board’s rationale in concluding that Company 8.
C could not potentially provide a proposal superior to the EQT proposal, in light of your
representation that Company C had not yet provided significant detail regarding an
alternative combination transaction on  the June 15, 2017 call.

Opinion of EQT’s Financial Advisor, page 85

Opinion of Rice's Financial Advisor, page 106

 Please supplement your disclosure in the above -referenced section s to explain whether 9.
Rice Energy equity award conversions impacted the analysis undertaken by Citi and
Barclays, respectively, in connection with the rendering of the fairness opinions.

Unaudited Pro Forma Condensed Combined Financial Statements

Note 2 – Pro Forma Adjustments and Assumptions, page 167

 Revise to provide a qualitative description of the factors that make up the goodwill 10.
recognized on a pro forma basis in connection with the merger consistent with FASB
ASC 805 -30-50-1a.  In addition, separa tely disclose each significant class of intangible
asset recognized on a pro forma basis.

Lewis B. Gardner, Esq.
EQT Corporation
August 24, 2017
Page 3

  Pro forma adjustment (c) relates to the planned issuance of new senior notes, the planned 11.
upsize of your revolving credit facility, and the planned extinguishment of  outstanding
indebtedness of Rice Energy Inc.   As these adjustments appear to relate to actions
management intends to take in response to the merger transaction, tell us how they are
consistent with Rules 11 -02(a) and 11 -02(b)(6) of Regulation S -X.

 Revise  your disclosure related to adjustment (i) to explain your basis for using a tax rate 12.
for your pro forma income tax adjustments which appears to differ from the statutory
rate.

Note 4 – Supplemental Pro Forma Natural Gas, NGLs and Crude Oil Reserves Inf ormation, page
174

 Revise your disclosure of pro forma proved reserves to provide the total reserve 13.
quantities for all products.   Refer to SAB Topic 2D along with FASB ASC 932 -235-50-4
and 55 -2.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for accel eration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Diane Fritz, Staff Accountant, at (202) 551 -3331 or Ethan Horowitz,
Accounting Branch Chief, at ( 202) 551 -3311 if you have questions regarding comments on the
financial statements and related matters.  Please contact Jerard Gibson, Staff Attorney, at (202)
551-3473 or me at (202) 551 -3745 with any other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Steven A. Cohen
Victor Goldfeld
Wachtell, Lipton, Rosen & Katz