SecProbe.io

CORRESP
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  225 North Shore Drive

  Pittsburgh, PA 15212-5861

  www.eqt.com

October 29, 2007

Mr. James Allegretto

Senior Assistant Chief Accountant

Securities and Exchange Commission

CF/AD2

100 F Street, NE

Washington, D.C. 20549-3561

                Re:          Equitable Resources, Inc.
                                 Form 10-K
for Fiscal Year Ended December 31, 2006
                                 Filed
February 23, 2007
                                 Form 10-Q
for Fiscal Quarter Ended June 30, 2007
                                 Filed July
26, 2007
                                 File No.
1-03551

Dear Mr. Allegretto:

This letter is in response to your letter
dated September 28, 2007 to Equitable Resources, Inc. (the “Company”).  Your letter included five comments to which
we responded below.  For your
convenience, we have set forth each comment and provided our responses
immediately after each comment.

Form 10-K for the Fiscal
Year Ended December 31, 2006

Statements of Consolidated
Cash Flows, page 53

1.                                      SEC
COMMENT: We note from your disclosure in Note 16 on page 83 that you charged to
expense $26.6 million, $48.4 million and $30.8 million for the years ended
December 31, 2006, 2005, and 2004, respectively, for all of your share-based
compensation arrangements.  Please tell
us where these amounts are reported in your statements of consolidated cash
flows.  If the non-cash effect of stock
compensation was offset against tax benefits resulting from exercise of
share-based awards, please explain how this was treated in the statement of
cash flows.  If the tax benefits exceeded
expense for 2006 resulting in excess tax benefits of $15.7 million as disclosed
on page 83, help us understand the relationship between actual tax benefits of
$18.9 million and compensation expense of $26.6 million to excess tax benefits,
if any.  Please be detailed in your
response.

COMPANY RESPONSE: The majority of the Company’s share-based compensation
expense is for awards accounted for as liabilities in accordance with FASB
Statement No. 123 (revised 2004), Share-Based  Payment (Statement No. 123R).  The non-cash effect of stock-based
compensation was not offset against tax benefits resulting from exercise of
share-based awards.  Share-based
compensation expense and the related impact on cash flows from operating
activities in the statements of consolidated cash flows were as follows:

  For the Year Ended December 31,

  (in thousands)

  2006

  2005

  2004

  2005 Executive Performance Incentive Program (EPIP) expense

  $

  21,111

  $

  22,465

  $

  —

  2003 EPIP expense

  —

  21,345

  19,171

  2002 EPIP expense

  —

  —

  6,997

  Director stock units

  1,111

  1,197

  795

  Total Liability Awards

  $

  22,222

  $

  45,007

  $

  26,963

  Restricted stock awards

  3,450

  3,356

  3,800

  Option awards

  976

  —

  —

  Total Equity Awards

  4,426

  3,356

  3,800

  Total share-based compensation expense

  48,870

  93,370

  57,726

  Less share-based liabilities paid during year

  (51,709

  )

  (16,714

  )

  —

  Net cash (used in) provided by cash flows from operating activities

  $

  (2,839

  )

  $

  76,656

  $

  57,726

The
liability award accruals, net of liability amounts paid for each year,  are included as a component of the “other
current liabilities” line item in “changes in other assets and liabilities” in
net cash provided by (used in) continuing operating activities each year.  Since the equity awards are not material to
operating cash flows in any year presented, the non-cash impact of this expense
is not broken out separately in the adjustments to reconcile net cash provided
by (used in) operating activities, but is included in the “Other assets” change
in other assets and liabilities.

The
Company adopted Statement No. 123R effective January 1, 2006, using the
modified prospective method, and as such, began recording compensation cost
related to all share-based awards in its income statement in 2006.  Prior to January 2006, the Company accounted
for its share-based awards under the intrinsic-value-based method as defined in
Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, and as such did not record
compensation cost or deferred tax assets related to non-qualified stock option
awards.  Excess tax benefits from
share-based compensation arrangements of

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$15.7
million as disclosed on page 83 and presented in the statement of consolidated
cash flows represent the realized tax benefit related to the amount of
deductible compensation cost for share-based equity instruments, primarily
non-qualified stock options, reported on the Company’s tax return that was in
excess of the cumulative compensation cost that would have been recorded for
those instruments had the Company adopted FASB Statement No. 123, Accounting for Stock-Based Compensation, for recognition
purposes pursuant to Statement No. 123’s original effective date and transition
method.  Excess tax benefits realized for
tax deductions totaling $18.6 million represent tax benefits realized that were
in excess of actual cumulative compensation cost recorded in the Company’s
income statement for all awards that were exercised (stock options) or vested
(restricted stock) during the year ended December 31, 2006.

  (in thousands)

  For The Year Ended

  December 31, 2006

  Excess tax benefits reported in the statement of consolidated cash
  flows in accordance with SFAS 123R (Note 16, Page 83 of Form 10-K)

  $

  15,739

  Additional excess tax benefits realized related to stock options not
  expensed prior to adoption of SFAS 123R

  2,867

  Total excess tax benefits realized for share-based compensation
  arrangements (Note 6, Page 72 of Form 10-K)

  18,606

  Deferred tax assets recognized as current tax deduction in year of
  vesting or exercise related to expensed restricted stock and stock options

  321

  Total tax benefits realized for share-based compensation arrangements
  (Note 16, Page 84 of Form 10-K)

  $

  18,927

Compensation expense of $26.6 million represents the compensation cost
recognized during the year ended December 31, 2006, for all of the Company’s
share-based compensation arrangements, irrespective of the year in which the
Company took, or may take, a tax deduction.
This compensation cost primarily relates to the 2005 EPIP which will not
be paid out to participants until after the end of the performance period on
December 31, 2008, and for which the Company therefore has not yet taken a
deduction in its tax return.

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2.                                      SEC
COMMENT: We note the line item “Proceeds from sale of discontinued operations,
net of purchase price adjustments.”
Please tell us why the amounts are not included as a component of net
cash provided by discontinued investing activities but rather as a component of
net cash (used in) provided by continuing investing activities for the years
ended December 31, 2006 and 2005.

COMPANY RESPONSE: In preparing its statements of cash flows for the
years ended December 31, 2006 and 2005, the Company considered the guidance
provided in FASB Statement No. 95, Statement of Cash Flows,
as well as observations recently provided by the Securities and Exchange Commission
Staff regarding cash flows relating to discontinued operations, and noted that
the guidance does not specifically address whether proceeds received from the
sale of assets classified as discontinued operations should be presented as a
component of net cash (used in) provided by continuing investing activities or
as a component of net cash (used in) provided by discontinued investing
activities.  While management considered
both presentations, the Company ultimately concluded that “proceeds from sale
of discontinued operations, net of purchase price adjustments” should be
reported as a component of net cash (used in) provided by continuing investing
activities for the years ended December 31, 2006 and 2005, because this item
represents cash received (used) by the Company as the result of the sale of
previously productive assets of the Company, rather than cash flows that were
distinctly generated from the operation of the discontinued assets
themselves.  Put differently, the cash
received by the Company as a result of the sale of the discontinued operations
is not included as a component of net cash (used in) provided by discontinued
investing activities because the discontinued business did not conduct the sale
or receive the proceeds.  These proceeds
from the sale of the discontinued operation are separately identified on the
face of the statements of consolidated cash flows.  If the SEC has a preference for the
presentation of these proceeds as a component of cash provided by (used in)
discontinued investing activities, we would be willing to reclassify the
proceeds to discontinued investing activities in future filings.

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Note 7. Discontinued
Operations, page 72

3.                                      SEC
COMMENT: Please tell us the relationship, if any, between the $13.7 million
related to recording of income taxes associated with the book/tax basis
difference and the $10.485 million tax provision associated with discontinued
operations.  We assume the sale of
NORESCO resulted in a tax gain.  However,
we assume there was no gain or loss recorded for book purposes since the
disclosure required by the last sentence of paragraph 43 of SFAS no. 144 is
absent.  If our understanding is
incorrect, please advise and consider what revisions may be necessary.

COMPANY
RESPONSE: The $10.485 million tax provision associated with discontinued
operations for the year ended December 31, 2005, included the following items:

  (in thousands)

  Income Tax

  Expense (Benefit)

  Book/tax basis difference of the NORESCO domestic operations

  $

  13,680

  Results of operations of NORESCO for the year ended December 31, 2005

  $

  5,906

  Reorganization of the NORESCO international operations

  $

  (6,372

  )

  Charge for recording the NORESCO assets at their fair value less
  costs to sell

  $

  (2,729

  )

  Total income tax expense for discontinued operations

  $

  10,485

The
sale of NORESCO resulted in a tax gain for which the Company recorded income
tax expense of $13.68 million for the year ended December 31, 2005.  The NORESCO operations generated $19.73
million of pre-tax income for the year ended December 31, 2005, for which the
Company recorded $5.906 million in income tax expense.  In the fourth quarter of 2005, the Company
recorded a $6.372 million tax benefit resulting from the reorganization of the
NORESCO international operations prior to sale.

The
Company recorded a pre-tax book loss of $7.764 million included in discontinued
operations for the year ended December 31, 2005, to record the

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NORESCO
assets at their fair value less costs to sell. As required by the last sentence
of paragraph 43 of FASB Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, this item was disclosed
as “loss on sale of discontinued operations” in Note 7 to the consolidated
financial statements in the Company’s Form 10-K for the year ended December 31,
2005. This charge generated an income tax benefit of $2.729 million.

The
components of income tax expense (benefit) resulting from the discontinued
NORESCO domestic and international operations noted above were disclosed in
Note 7 to the consolidated financial statements in the Company’s Form 10-K for
the year ended December 31, 2005.

Note 16. Share-Based
Compensation Plans, page 83

4.                                      SEC
COMMENT: Please help us understand your accounting for the Executive
Performance Incentive Plan. An example providing the actual information of a
particular year’s performance program along with the related accounting entries
would be helpful to our understanding. Please be detailed in your example.

COMPANY RESPONSE: The share
units awarded under the 2005 EPIP(1), the only active EPIP program in the year
ended December 31, 2006, will be distributed in cash or, under limited
circumstances, shares of Company stock, upon vesting. In addition, it has been
the Company’s historical practice for both the 2002 and 2003 EPIPs to settle
the full amount of the awards in cash. As such, the Company is accounting for
the 2005 EPIP as a liability award in accordance with Statement No. 123R. The
actual expense of the 2005 EPIP will not be known until the measurement
date, which is December 31, 2008, requiring the Company to estimate the total
expense to be recognized in order to record the awards at their fair value as of
each balance sheet date.

In
order to estimate the expense of the program in interim periods, the Company
must estimate:

•                  the payout multiple, which
may range from zero to 250% of the outstanding units and is dependent upon a
combination of a level of total shareholder return (TSR) relative to the
performance of a peer group and the Company’s average absolute return on total
capital (ROTC), during the four-year performance period.  A
pre-established payout matrix of

(1)   The Equitable Resources, Inc. 2005 Executive Performance Incentive
Program is filed with the Securities and Exchange Commission as Exhibit 10.01
to the Company’s Form 8-K Filed March 1, 2005, and the Form of Participant
Award Agreement under the program is filed with the Securities and Exchange
Commission as Exhibit 10.02 to the same Form 8-K.

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        possible TSR rankings and ROTC levels
establishes the program’s payout multiples; and

•                  the Company’s stock price at
the end of the four-year performance period.

As described on pages 45-46
of the “Critical Accounting Policies Involving Significant Estimates” section
of Management’s Discussion and Analysis of Financial Condition and Results of
Operations in the Company’s Form 10-K for the year ended December 31, 2006,
these estimates require significant judgment.  The Company reviews its
estimates for the 2005 EPIP on a quarterly basis and adjusts its accrual when
changes in these assumptions result in a material change in the value of the
ultimate payout. During its quarterly review, management performs the following
analyses:

•                  spreadsheet analysis of the
Company’s and each of the 29 peer companies’ TSR, based on dividends declared
and paid and share price appreciation during the period since the inception of
the program. The Company and peers are then ranked and compared to the previous
periods’ rankings for consistency. Unusual items are excluded, as the program provides
that the payout will be based on the ranking at the end of the period, not at
any point during the period. Management also calculates the cumulative ROTC for
the Company during the performance period and evaluates whether any significant
changes in ROTC are expected over the remaining term. Management then
determines the estimated payout multiple, based on the relative ranking by
reference to the performance matrix for the program and the assumed ROTC value
for the Company for the performance period.

•                  Company stock price
analysis, including reference to current stock price, historical volatility,
the remaining term, and Company projections of annual growth. Management
assesses the impact of current events which might influence the future stock
price, including commodity price trends and outlook. Management also reviews research
analyst price targets for consistency with the estimated fair value at the
measurement date.

The quarterly accrual
adjustment, when required, reflects the changes in estimates of the final
payout in the period of the change. The Company records compensation cost
associated with the 2005 EPIP as selling, general and administrative expense in
its statements of