SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 October 31, 2017
Steven T. Schlotterbeck
President  and Chief Executive Officer
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222

 Re: EQT Corporation
Form 425 submissions
Filed on October 2 6, 2017 and October 30, 2017
  File No.  001-03551

Dear M r. Schlotterbeck ,

We have reviewed the above -captioned  filing s and have the following comment s.  Please
note we may ask you  to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending the filing s and/or by providing the requested
information.  After reviewing any amendment to the filing s and any information provided in r esponse
to these comment s, we may have additional comments.

If you do not believe our comment s apply to your facts and circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written response.

Form 425 filed on October 26, 2017  | Corrected Transcript

1. Refer to the following statement appearing on page five of the corrected transcript :
“Establishing a dominant footprint of highly contiguous acreage that allows for sustained
long lateral development is a real competitive advantage .  Our competitors [ ] can ’t
replicate an acreage position that supports 12,000 foot laterals in the core of the
Marcellus .”  Please provide us wit h the factual foundation for the multiple assertions in
each of the quoted statement s.  For example, please provide us with the support for the
claim that the footprint  will be “dominant, ” that the acr eage is “highly contiguous, ” and
that the acreage will support 12,000 foot laterals at a cost that will enable EQT to sustain
a “real competitive advantage. ”  Alternatively, please publish corrective statements in the
next communication disseminated to EQT shareholders.  Refer to  Note b. to Rule 14a -9.

Form 425 filed on October 30, 2017 | Proxy Advisory Firm ISS Recommends  [  ]

2. Refer to the following statement:   “We [ ] look forward to closing the [proposed Rice]
transaction shortly following approval by our shareholders on  November 9, 2017. ”
EQT ’s state ment , in effect, opines on the final result  of the solicitation  by presum ing the
voting outcome is  a foregone conclusion.   Please provide us with the factual foundation

Steven T. Schlotterbeck
EQT Corporation
October 31 , 2017
Page 2

 for this assertion .  Alternatively , please publish a corrective statement  in the next
communication disseminated to EQT shareholders.   See Note d. to Rule 14a -9.

 We remi nd you that the participant s are responsible  for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Victor Goldfeld , Esq.
Wachtell, Lipton, Rosen & Katz