SecProbe.io

CORRESP
 1
 filename1.htm

 EQT Corporation

 625 Liberty Avenue, Suite 1700

 Pittsburgh, Pennsylvania 15222

 August 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, DC 20549

 Attention: Michael Purcell

 Re: EQT Corporation

 Registration Statement on Form S-4

 File No. 333-288963

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act
of 1933, as amended, EQT Corporation (the "Company") hereby requests that the effective date of the above-captioned registration
statement (the "Registration Statement") be accelerated to 4:30 p.m. Eastern Time on August 7, 2025, or as soon
thereafter as is practicable.

 The Company hereby authorizes Lanchi D. Huynh of
Kirkland & Ellis LLP, the Company's legal counsel, to orally modify or withdraw this request for acceleration.

 Please contact Ms. Huynh at (214) 972-1673
when the Registration Statement has been declared effective or if you have any questions or concerns regarding the foregoing.

 [ Signature page follows. ]

 Very truly yours,

 EQT CORPORATION

 By:
 /s/ William E. Jordan

 Name:
 William E. Jordan

 Title:
 Chief Legal and Policy Officer

 cc:
 Toby Z. Rice, EQT Corporation

 Matthew R. Pacey, P.C., Kirkland & Ellis LLP

 Lanchi D. Huynh, Kirkland & Ellis LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 31, 2025

Toby Z. Rice
Chief Executive Officer
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222

 Re: EQT Corporation
 Registration Statement on Form S-4
 Filed July 25, 2025
 File No. 333-288963
Dear Toby Z. Rice:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Michael Purcell at 202-551-5351 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Lanchi Huynh
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

EQT Corporation

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

May 31, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

Attention: Cheryl Brown

 Re: EQT Corporation

    Registration Statement on Form S-4, as amended

    File No. 333-279498

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, EQT Corporation (the “Company”) hereby requests that the effective date of the above-captioned registration
statement (the “Registration Statement”) be accelerated to 4:30 p.m. Eastern Time on June 4, 2024, or as soon thereafter
as is practicable.

The Company hereby authorizes Lanchi D. Huynh of
Kirkland & Ellis LLP, the Company’s legal counsel, to orally modify or withdraw this request for acceleration.

Please contact Ms. Huynh at (214) 972-1673
when the Registration Statement has been declared effective or if you have any questions or concerns regarding the foregoing.

[Signature page follows.]

  Very truly yours,

  EQT CORPORATION

  By:
                                        /s/ William E. Jordan

  Name:
                                        William E. Jordan

  Title:
                                        Executive Vice President, General Counsel and Corporate Secretary

cc: Toby Z. Rice, EQT Corporation

  Matthew R. Pacey, P.C., Kirkland & Ellis
LLP

  Lanchi D. Huynh, Kirkland & Ellis LLP

United States securities and exchange commission logo
May 28, 2024
Toby Z. Rice
Chief Executive Officer
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222
Re:EQT Corporation
Registration Statement on Form S-4
Filed May 17, 2024
File No. 333-279498
Dear Toby Z. Rice:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Cheryl Brown at 202-551-3905 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Matthew R. Pacey

CORRESP
1
filename1.htm

MARTIN LIPTON

HERBERT M. WACHTELL

THEODORE N. MIRVIS

EDWARD D. HERLIHY

DANIEL A. NEFF

ANDREW R. BROWNSTEIN

MARC WOLINSKY

STEVEN A. ROSENBLUM

JOHN F. SAVARESE

SCOTT K. CHARLES

JODI J. SCHWARTZ

ADAM O. EMMERICH

RALPH M. LEVENE

RICHARD G. MASON

DAVID M. SILK

ROBIN PANOVKA

DAVID A. KATZ

ILENE KNABLE GOTTS

JEFFREY M. WINTNER

TREVOR S. NORWITZ

BEN M. GERMANA

ANDREW J. NUSSBAUM

RACHELLE   SILVERBERG

STEVEN   A. COHEN

DEBORAH   L. PAUL

DAVID   C. KARP

RICHARD   K. KIM

JOSHUA   R. CAMMAKER

MARK   GORDON

JOSEPH   D. LARSON

JEANNEMARIE   O’BRIEN

WAYNE   M. CARLIN

STEPHEN   R. DiPRIMA

NICHOLAS   G. DEMMO

IGOR   KIRMAN

JONATHAN   M. MOSES

T.   EIKO STANGE

JOHN   F. LYNCH

WILLIAM   SAVITT

ERIC   M. ROSOF

GREGORY   E. OSTLING

DAVID   B. ANDERS

ANDREA   K. WAHLQUIST

51   WEST  52ND  STREET

NEW   YORK, N.Y. 10019-6150

TELEPHONE:   (212) 403 -1000

FACSIMILE:    (212) 403 -2000

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

LEONARD M. ROSEN (1965-2014)

OF COUNSEL

ADAM   J. SHAPIRO

NELSON   O. FITTS

JOSHUA   M. HOLMES

DAVID   E. SHAPIRO

DAMIAN   G. DIDDEN

IAN   BOCZKO

MATTHEW   M. GUEST

DAVID   E. KAHAN

DAVID   K. LAM

BENJAMIN   M. ROTH

JOSHUA   A. FELTMAN

ELAINE   P. GOLIN

EMIL   A. KLEINHAUS

KARESSA   L. CAIN

RONALD   C. CHEN

GORDON   S. MOODIE

DONGJU   SONG

BRADLEY   R. WILSON GRAHAM W. MELI

GREGORY   E. PESSIN

CARRIE   M. REILLY

MARK   F. VEBLEN

VICTOR   GOLDFELD

EDWARD   J. LEE

BRANDON   C. PRICE

KEVIN   S. SCHWARTZ

MICHAEL   S. BENN

SABASTIAN   V. NILES

ALISON   ZIESKE PREISS

TIJANA   J. DVORNIC

JENNA   E. LEVINE

RYAN   A. McLEOD

ANITHA   REDDY

JOHN   L. ROBINSON

JOHN   R. SOBOLEWSKI

STEVEN   WINTER

EMILY   D. JOHNSON

JACOB   A. KLING

RAAJ   S. NARAYAN

VIKTOR   SAPEZHNIKOV

MICHAEL   J. SCHOBEL

ELINA   TETELBAUM

WILLIAM T. ALLEN

MARTIN J.E. ARMS

MICHAEL H. BYOWITZ

GEORGE T. CONWAY III

KENNETH B. FORREST

SELWYN B. GOLDBERG

PETER C. HEIN

MEYER G. KOPLOW

LAWRENCE S. MAKOW

DOUGLAS K. MAYER

MARSHALL L. MILLER

PHILIP MINDLIN

ROBERT M. MORGENTHAU

DAVID S. NEILL

HAROLD   S. NOVIKOFF LAWRENCE B. PEDOWITZ

ERIC   S. ROBINSON

PATRICIA   A. ROBINSON*

ERIC   M. ROTH

PAUL   K. ROWE

DAVID   A. SCHWARTZ

MICHAEL   J. SEGAL

ELLIOTT   V. STEIN

WARREN   R. STERN

PAUL   VIZCARRONDO, JR.

PATRICIA   A. VLAHAKIS

AMY   R. WOLF

* ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

LOUIS J. BARASH

FRANCO CASTELLI

DIANNA CHEN

ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

ADAM M. GOGOLAK

NANCY   B. GREENBAUM

MARK   A. KOENIG

LAUREN   M. KOFKE

J.   AUSTIN LYONS

ALICIA   C. McCARTHY

PAULA   N. RAMOS

NEIL   M. SNYDER

S.   CHRISTOPHER SZCZERBAN

JEFFREY   A. WATIKER

June 5, 2019

VIA EDGAR

Perry Hindin
 Office of Mergers and Acquisitions
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street NE
 Washington, D.C. 20549

Re:                             EQT Corporation
 Definitive Additional Soliciting Materials on Schedule 14A
 Filed May 30, 2019
 File No. 1-03551

Dear Mr. Hindin:

We write to you on behalf of our client, EQT Corporation (the “Company” or “EQT”), to provide EQT’s responses to the comment of the staff of the Division of Corporation

Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding a screenshot of the web pages appearing on the Company’s website address at https://VoteGoldForEQT.com filed with the Commission on May 30, 2019 on Schedule 14A (the “Webpage”) contained in your letter dated June 3, 2019 (the “Comment Letter”).  We have set out the text of the comment from the Comment Letter in bold text followed by our response.

In connection with this letter, we have updated the Webpage.

Preliminary Proxy Statement

Letter to Shareholders

1.                                      The webpage contains the following statement “Unreasonable, seeking to take control of the entire EQT Board without paying a control premium to other shareholders” (emphasis added). The “Rice Platform,” seeking to reconstitute EQT’s Board, is an exercise of the Rice Group’s right, as shareholders of the Company, to nominate directors for election at the Annual Meeting rather than a purchase of a controlling interest in the Company’s capital stock. In addition, EQT’s statement that the Rice Team is seeking to take control of the “entire EQT Board” (emphasis added) is unsupported given that the Rice Team’s slate of seven nominees includes Daniel J. Rice IV, who currently serves on the Board and has been re-nominated for election by the Company. Please revise the webpage to delete the reference to taking control of the entire board and qualify such statement by noting that control premiums are not commonly associated with exercising a right to nominate directors but rather with purchases of a controlling interest in the capital stock of a company.

RESPONSE:

The Company acknowledges the Staff’s comment.  While the Company respectfully believes that the statement on the Webpage that the Rice Group is “seeking to take control of the entire EQT Board” is not false or misleading within the meaning of Rule 14a-9, the Company has deleted the word “entire” from this statement.

With respect to the reference to a control premium, the Company respectfully advises the Staff that it does not believe that the referenced statement is false or misleading within the meaning of Rule 14a-9.  The Company is not asserting that a control premium is typically payable in connection with a proxy contest.  Rather, the Company is informing shareholders that the Rice Group’s solicitation, if successful, would allow the Rice Group to take control of the Board without paying a control premium.  The Company believes it is appropriate to so inform shareholders, because the Rice Group is conducting a proxy solicitation to take control of the Board and replace the chief executive officer and up to 15 members of management, and shareholders have the right to refuse to hand over control to a party in a manner that does not involve paying a control premium.

2

The Company believes that it would be potentially confusing or misleading to shareholders to add the qualification referenced in the Staff’s comment, as shareholders could mistakenly interpret such a statement to suggest that the Company does not believe it is problematic for the Rice Group to take control without paying a control premium.  Furthermore, the Company notes that the Rice Group will have a full and fair opportunity to refute any statements by the Company, including to present its case to the Company’s shareholders as to why the Rice Group believes it is appropriate that they obtain control of the Board, and in doing so can make any such arguments on their own behalf during the course of their counter-solicitation.  The Company believes that this is the more appropriate avenue for such arguments to be made to the Company’s shareholders, rather than being included in the Company’s solicitation materials.

*                                         *                                         *

In connection with the Company’s response to the comment in the Comment Letter, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing.

Should you have any questions regarding the foregoing or wish to discuss this matter, please contact the undersigned at (212) 403-1005.

Sincerely,

Victor   Goldfeld, Esq.

cc:                                Jonathan Lushko, EQT Corporation

Steven A. Cohen, Wachtell, Lipton, Rosen & Katz

3

June 3, 2019

Victor Goldfeld , Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

Re: EQT Corporation
Definitive Additional Soliciting Materials on Schedule 14A
Filed May 30, 2019
File No. 1-03551

Dear M r. Goldfeld :

We have reviewed the filing above containing a screenshot of the web pages appearing
on the Company’s w ebsite address at https://VoteGoldForEQT.com  and have the following
comment.

1. The webpage contains the following statement “Unreasonable, seeking to take control of
the entire EQT Board without paying a control premium  to other shareholders” (emphasis
added).  The “Rice Platform,” seeking to reconstitute EQT’s Board, is an exercise of the
Rice Group’s right, as shareholders of the Company, to nominate directors for election at
the Annual Meeting rather than a purchase of a controlling interest in the Company’s
capital stock.  In addition, EQT’ s statement that the Rice Team is seeking to take control
of the “ entire  EQT Board” (emphasis added) is unsupported given that the Rice Team’s
slate of seven nominees includes Daniel J. Rice IV, who currently serves on the Board
and has been re -nominated f or election by the Company.  Please revise the webpage to
delete the reference to taking control of the entire board and qualify such statement by
noting that control premiums are not commonly associated with exercising a right to
nominate directors but ra ther with purchases of a controlling interest in the capital stock
of a company.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of a ction by the staff.

Victor Goldfeld , Esq.
Wachtell, Lipton, Rosen & Katz
June 3, 2019
Page 2

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

MARTIN LIPTON

HERBERT M. WACHTELL

THEODORE N. MIRVIS

EDWARD D. HERLIHY

DANIEL A. NEFF

ANDREW R. BROWNSTEIN

MARC WOLINSKY

STEVEN A. ROSENBLUM

JOHN F. SAVARESE

SCOTT K. CHARLES

JODI J. SCHWARTZ

ADAM O. EMMERICH

RALPH M. LEVENE

RICHARD G. MASON

DAVID M. SILK

ROBIN PANOVKA

DAVID A. KATZ

ILENE KNABLE GOTTS

JEFFREY M. WINTNER

TREVOR S. NORWITZ

BEN M. GERMANA

ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

STEVEN A. COHEN

DEBORAH L. PAUL

DAVID C. KARP

RICHARD K. KIM

JOSHUA R. CAMMAKER

MARK GORDON

JOSEPH D. LARSON

JEANNEMARIE O’BRIEN

WAYNE M. CARLIN

STEPHEN R. DiPRIMA

NICHOLAS G. DEMMO

IGOR KIRMAN

JONATHAN M. MOSES

T. EIKO STANGE

JOHN F. LYNCH

WILLIAM SAVITT

ERIC M. ROSOF

GREGORY E. OSTLING

DAVID B. ANDERS

ANDREA K. WAHLQUIST

51   WEST 52ND STREET

NEW   YORK, N.Y. 10019-6150

TELEPHONE:   (212) 403 -1000

FACSIMILE:    (212) 403 -2000

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

LEONARD M. ROSEN (1965-2014)

OF COUNSEL

ADAM J. SHAPIRO

NELSON O. FITTS

JOSHUA M. HOLMES

DAVID E. SHAPIRO

DAMIAN G. DIDDEN

IAN BOCZKO

MATTHEW M. GUEST

DAVID E. KAHAN

DAVID K. LAM

BENJAMIN M. ROTH

JOSHUA A. FELTMAN

ELAINE P. GOLIN

EMIL A. KLEINHAUS

KARESSA L. CAIN

RONALD C. CHEN

GORDON S. MOODIE

DONGJU SONG

BRADLEY R. WILSON GRAHAM W. MELI

GREGORY E. PESSIN

CARRIE M. REILLY

MARK F. VEBLEN

VICTOR GOLDFELD

EDWARD J. LEE

BRANDON C. PRICE

KEVIN S. SCHWARTZ

MICHAEL S. BENN

SABASTIAN V. NILES

ALISON ZIESKE PREISS

TIJANA J. DVORNIC

JENNA E. LEVINE

RYAN A. McLEOD

ANITHA REDDY

JOHN L. ROBINSON

JOHN R. SOBOLEWSKI

STEVEN WINTER

EMILY D. JOHNSON

JACOB A. KLING

RAAJ S. NARAYAN

VIKTOR SAPEZHNIKOV

MICHAEL J. SCHOBEL

ELINA TETELBAUM

WILLIAM T. ALLEN

MARTIN J.E. ARMS

MICHAEL H. BYOWITZ

GEORGE T. CONWAY III

KENNETH B. FORREST

SELWYN B. GOLDBERG

PETER C. HEIN

MEYER G. KOPLOW

LAWRENCE S. MAKOW

DOUGLAS K. MAYER

MARSHALL L. MILLER

PHILIP MINDLIN

ROBERT M. MORGENTHAU

DAVID S. NEILL

HAROLD S. NOVIKOFF LAWRENCE B. PEDOWITZ

ERIC S. ROBINSON

PATRICIA A. ROBINSON*

ERIC M. ROTH

PAUL K. ROWE

DAVID A. SCHWARTZ

MICHAEL J. SEGAL

ELLIOTT V. STEIN

WARREN R. STERN

PAUL VIZCARRONDO, JR.

PATRICIA A. VLAHAKIS

AMY R. WOLF

* ADMITTED IN THE DISTRICT OF   COLUMBIA

COUNSEL

DAVID M. ADLERSTEIN

AMANDA K. ALLEXON

LOUIS J. BARASH

FRANCO CASTELLI

DIANNA CHEN

ANDREW J.H. CHEUNG

PAMELA EHRENKRANZ

KATHRYN GETTLES-ATWA

ADAM M. GOGOLAK

NANCY B. GREENBAUM

MARK A. KOENIG

LAUREN M. KOFKE

J. AUSTIN LYONS

ALICIA C. McCARTHY

PAULA N. RAMOS

NEIL M. SNYDER

S. CHRISTOPHER SZCZERBAN

JEFFREY A. WATIKER

May 20, 2019

VIA EMAIL

Perry Hindin
 Office of Mergers and Acquisitions
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street NE
 Washington, D.C. 20549

Re:                             EQT Corporation
 Preliminary Proxy Statement on Schedule 14A
 Filed May 8, 2019
 File No. 1-03551

Dear Mr. Hindin:

We write to you on behalf of our client, EQT Corporation (the “Company” or “EQT”), to provide EQT’s responses to the comments of the staff of the Division of Corporation

Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding EQT’s preliminary proxy statement on Schedule 14A filed with the Commission on May 8, 2019 (the “Proxy Statement”) contained in your letter dated May 15, 2019 (the “Comment Letter”).  The responses set forth in this letter are numbered to correspond to the numbered comments in the Comment Letter.  For your convenience, we have set out the text of the comments from the Comment Letter in bold text followed by our response.

In connection with this letter, we are filing an amendment to the Proxy Statement (“Amendment No. 1”) on the date hereof. Page numbers referenced in the responses refer to page numbers in Amendment No. 1.

Preliminary Proxy Statement

Letter to Shareholders

1.                                      Disclosure in the letter to shareholders states that the “Rice Group’s platform is to elect a Board that will appoint Toby Z. Rice as Chief Executive Officer and replace up to 15 of the Company’s department heads with individuals from the former Rice Energy” (emphasis added). It is our understanding that the Rice Group has stated in its written materials and investor communications that it has a qualified team of capable leaders available should the need for such talent arise at EQT. For example, see the soliciting materials filed pursuant to Exchange Act Rule 14a-12 on February 5 and 6, 2019 by Toby Rice. Please provide support for this statement or revise to clarify any references to a platform to replace the Company’s department heads.

RESPONSE:

The Company respectfully submits that the Rice Group has repeatedly indicated in its public statements that they plan to replace up to 15 of the Company’s department heads with individuals from the former Rice Energy Inc. (“Rice Energy”). The following are examples of such statements (bold emphasis added).

·                  In the presentation filed with the SEC as soliciting material under Rule 14a-12 on February 5, 2019 (slide 7), the Rice Group states under the heading “Proven Leadership”:  “10-15 RICE department heads to lead operational execution on the front line.”

·                  In the transcript filed with the SEC as soliciting material under Rule 14a-12 on February 6, 2019, Toby Rice states that:  “Turning to slide 7, our plan starts with inserting a team of leaders to the front lines of the organization who understand what the desired end state is. These leaders have operated at the highest levels and know how to get from point A to point B when dealing with organizational change. We spent years at Rice

2

streamlining our organization to optimize performance, and this experience provides us with a unique advantage in turning EQT around. (Page 4).

·                  In the same transcript, Toby Rice responds to a question as follows:

Josh Silverstein:

Good, thanks there.

And just as far as the timeline for the implementation of this, let’s just say you guys were to become the management team by the midpoint of this year, how quickly could you guys get this $500 million in synergies in place? Is it a year time frame? Do you have to get those 10 to 15 other former Rice employees on board?

Toby Rice:

Yes, and Josh, it starts with the highest impact and where it starts really is with the people. This leadership team is available right now to begin so they’re ready to start tomorrow. And having these people being added to the frontlines is going to give us control over the operational issues that are happening.

Next step after that is we’re really excited about the fact that our technology exists within EQT. This technology is going to be — is quite simply going to be — we’re going to be able to wire this up pretty quickly and leverage this technology to drive the results that we need to see in the field.

And after that really the way we look at this is our experience and our track record, we know what the end state looks like. We’ve got the people and the technology and we believe that we’re going to be able to execute this as — quicker than any team.  (Page 12).

·                  On page 19 of the Rice Group’s Revised Preliminary Proxy Statement filed with the SEC on May 16, 2019, the first italicized bullet states: that the “Rice Plan” includes “Introducing a highly-accomplished leadership team led by Toby Z. Rice with a proven record of generating Basin-leading results on substantially the same asset base.”  In addition, the first sentence after the italicized bullets states: “We believe that with a new team led by Toby Z. Rice as CEO, we can implement our plan, position EQT to realize the synergies promised from the Merger and generate an additional $500 million per year of free cash flow over EQT’s January guidance.”

3

In addition to the above public statements, during the Rice Team’s presentation to the Board of Directors of the Company on January 15, 2019, Toby Rice repeatedly criticized the Company’s management team and stated that his “team” consisted of 10-15 department leaders.

2.                                      Disclosure in the letter to shareholders also states that the “Rice Group is effectively asking you to just turn over control of your Company and immediately jeopardize the value of your investment by installing their friends in a highly de-stabilizing transition for our shareholders and employees…” Please provide support in the proxy statement for the statement that any transition would be “highly de-stabilizing” for shareholders and employees given the preceding comment. Please also provide support in the proxy statement for the statement that the Rice Group intends to “install their friends” into management or other positions at EQT. Alternatively, please consider deleting such statements from the proxy statement.

RESPONSE:

In response to the Staff’s comment, EQT has revised the disclosure on page 20 of Amendment No. 1.

3.                                      The letter to shareholders also states that “[t]o ensure that shareholders are provided with the greatest flexibility when selecting directors at the 2019 annual meeting, the Board has adopted a universal proxy card…The EQT Board’s decision to use a universal proxy card further demonstrates its commitment to best-in-class governance practices.” Please confirm that the Rice Group Nominees have consented to being named in the proxy statement and to serve if elected. Refer to Exchange Act 14a-4(d).

RESPONSE:

The Company hereby confirms that the Rice Group Nominees have consented to being named in the proxy statement and to serve if elected.

Board Refreshment in 2018 and 2019, page 5

4.                                      Please provide the basis for the statement that “[o]f the 12 EQT director nominees…Eight have joined the Board within the last year…” If this is intended to include the three of the new EQT Nominees that have yet to be elected to the Board, please revise to clarify.

RESPONSE:

In response to the Staff’s comment, EQT has revised the disclosure on page 6 of Amendment No. 1.

4

What is a broker non-vote? Page 13

5.                                      Refer to the second and third paragraph of this section. Disclosure in the second paragraph indicates that “given the contested nature of the election, the NYSE rules governing brokers’ discretionary authority may limit the ability of such brokers to exercise discretionary authority regarding any of the other proposals to be voted on at the annual meeting, whether ‘routine’ or not” (emphasis added). Please supplement this disclosure to clarify the phrase “may limit.”

RESPONSE:

In response to the Staff’s comment, EQT has revised the disclosure on page 13 of Amendment No. 1.

6.                                      In addition, notwithstanding the third to last sentence in the third paragraph of this section, please consider disclosing, if true, that under the rules of the NYSE governing brokers’ discretionary authority, if shareholders receive proxy materials from or on behalf of both the Company and the Rice Group, then brokers, banks, and other nominees holding shares in a shareholder’s account will not be permitted to exercise discretionary authority regarding any of the proposals to be voted on at the 2019 annual meeting, whether “routine” or not, i.e. there will be no broker non-votes by such brokers, banks, or other nominees. Also confirm if true, that if shareholders do not submit any voting instructions to their brokers, banks or other nominees, then their shares will neither be counted in determining the outcome of any of the proposals at the 2019 annual meeting nor counted for purposes of determining whether a quorum exists.

RESPONSE:

New York Stock Exchange (NYSE) Rule 452 specifies when banks, brokers and other nominee holders (collectively, “custodians”) may authorize submitting a proxy on behalf of the beneficial owner.  Under Rule 452, custodians may not exercise discretionary voting authority with respect to any proposal on a proxy that is the subject of a counter-solicitation.  If shareholders receive proxy materials from or on behalf of both the Company and the Rice Group, then custodians of such beneficial holder will not have discretionary voting on any matter on the proxy card, and there will be no broker non-votes from such custodians.  Therefore, at the 2019 annual meeting, if such beneficial owner has not provided voting instructions to its custodian, its shares will not be voted and will not be present for purposes of establishing a quorum at the 2019 annual meeting.

In response to the Staff’s comment, EQT has revised the disclosure on page 13 under the heading “What happens if I do not submit voting instructions for a proposal? What is a broker non-vote?” of Amendment No. 1.

5

Proxy Card

7.                                      We note disclosure in the proxy statement that “[y]ou may vote “FOR” up to 12 individuals for election as director in total. If you vote ‘FOR’ more than 12 nominees for election as director, your vote will be considered invalid and will not be counted and shall have no effect on the outcome of the vote on director election…Please note that Daniel J. Rice IV is listed as a nominee by both your Board and the Rice Group; if you wish to vote FOR Daniel J. Rice IV, you should only do so once” (emphasis added). Please consider revising the card to add the first and third sentences above to the actual instructions to the card’s Proposal 1.

RESPONSE:

In response to the Staff’s comment, EQT has revised its proxy card so Daniel J. Rice IV is only listed as a nominee of the Company.

*                                         *                                         *

In connection with the Company’s response to the comment in the Comment Letter, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the filing.

Should you have any questions regarding the foregoing or wish to discuss this matter, please contact the undersigned at (212) 403-1005.

Sincerely,

Victor   Goldfeld, Esq.

cc:                                Jonathan Lushko, EQT Corporation

Steven A. Cohen, Wachtell, Lipton, Rosen & Katz

6

May 15 , 2019

Victor Goldfeld , Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

Re: EQT Corporation
Preliminary Proxy Statement on Schedule
Filed May 8 , 201 9
File No. 1-03551

Dear M r. Goldfeld :

We have reviewed the filing above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by  amending the filing or by providing the requested
information.  If you do not bel ieve our comments apply to the Company’s  facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amen dment to the filing and the information you provide in response
to this comment, we may have  additional comments.   All defined terms used in this letter have
the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

Letter to Shareholders

1. Disclosure in the letter to shareholders states that t he “Rice Group’s platform is to elect a
Board that will appoint Toby Z. Rice as Chief Executive Officer and replace  up to 15 of
the Company’s department heads wi th individua ls from the former Rice Energy”
(emphasis added).  It is our understanding that the Rice Group  has stated in its written
materials and investor communications that it has a qualified team of capable leaders
available should the need for such ta lent arise at EQT.  For example, see the soliciting
materials filed pursuant to Exchange Act Rule 14a -12 on February 5 and 6, 2019 by Toby
Rice.  Please provide support for this statement or revise to clarify any references to a
platform to replace the Com pany’s department heads.

2. Disclosure in the letter to shareholders also states that the “Rice Group is effectively
asking you to just turn over control of your Company and immediately jeopardize the

Victor Goldfeld, Esq.
Wachtell, Lipton, Rosen & Katz
May 1 5, 2019
Page 2

 value of your investment by installing their friends in a  highly de -stabilizing transition for
our shareholders and employees…”  Please provide support in the proxy statement for the
statement that any transition would be “highly de -stabilizing” for shareholders and
employees given the preceding comment.  Please  also provide support in the proxy
statement for the statement that the Rice Group intends to “install their friends” into
management or other positions at EQT.  Alternatively, please consider deleting such
statements from the proxy statement.

3. The letter to shareholders also states that “[t]o ensure that shareholders are provided with
the greatest flexibility when selecting directors at the 2019 annual meeting, the Board has
adopted a universal proxy card… The EQT Board’s decision to use a universal proxy card
further demonstrates its commitment to best -in-class governance practices.”  Please
confirm that the Rice Group Nominees have consented to being named in the proxy
statement and to serve if elected.  R efer to Exchange Act 14a -4(d).

Board Refreshment in 2018 and 2019, page 5

4. Please provide the basis for the statement that “[o]f the 12 EQT director
nominees…Eight have joined the Board within the last year…”  If this is intended to
include the three of the new EQT Nominees that have yet to be elected to the Board ,
please revise to clarify.

What is a broker non -vote? Page 13

5. Refer to the second and third paragraph of this section.  Disclosure in the second
paragraph indicates that “given the contested nature of the election, the NYSE rules
governing brokers’ discretionary authority may limit the ability of such brokers to
exercise discretionary authority regarding any of the other proposals to be voted on at the
annual meeting, whether ‘routine’ or not”  (emphasis added).   Please supplement this
disclosure to clarify the phrase “may limit.”

6. In addition, notwithstanding the th ird to last sentence in the third paragraph  of this
section , please consider disclosing, if true, that under the rules of the NYSE governing
brokers’ discretionary authority, if shareholders receive proxy materials from or on behalf
of both the Company and  the Rice Group, then brokers, banks, and other nominees
holding shares in a shareholder’s account will not be permitted to exercise discretionary
authority regarding any of the proposals to be voted on at the 2019 annual meeting,
whether “routine” or not,  i.e. there will be no broker non -votes by such brokers, banks, or
other nominees.   Also c onfirm if true, that if shareholders do not submit any voting
instructions to their brokers, banks or other nominees, then their shares will neither be
counted in determining the outcome of any of the proposals at the 2019 annual meeting
nor counted for purposes of determining whether a quorum exists.

Victor Goldfeld, Esq.
Wachtell, Lipton, Rosen & Katz
May 1 5, 2019
Page 3

 Proxy Card

7. We note disclosure in the proxy statement that “[y]ou may vote “FOR” up to  12
individuals for election  as director in total. I f you vote ‘FOR’ more than 12 nominees for
election as director, your vote will be considered invalid and will not be counted and shall
have no effect on the outcome of the vote on director election…Please note that Daniel J.
Rice I V is listed as a nominee by both your Board and the Rice Group; if you wish to
vote FOR Daniel J. Rice IV, you should only do so once ” (emphasis added).  Please
consider revising the card to add the first and third sentence s above  to the actual
instruction s to the card’s Proposal 1.

*     *     *

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

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

Mail Stop 4628
 May 17, 2018

Via E -mail
Robert J. McNally
Chief Financial Officer
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222

Re: EQT Corporation
Form 10 -K for Fiscal Year Ended December 31, 2017
Filed February 1 5, 201 8
File No. 001-03551

Dear Mr. McNally :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
filename1.htm

April 26, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Brad Skinner

Re:                             EQT Corporation

Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 15, 2018

File No. 001-03551

Ladies and Gentlemen:

Set forth below are the responses of EQT Corporation (the Company or EQT) to the comments contained in the letter from the staff (the Staff) of the Securities and Exchange Commission (SEC), dated April 16, 2018, with respect to the above-captioned filing.

For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the comment letter.  The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request.

Form 10-K for Fiscal Year Ended December 31, 2017

Consolidated Financial Statements, page 71

Notes to Consolidated Financial Statements, page 77

Note 23. Natural Gas Producing Activities (Unaudited), page 125

1.                                      We note the line item “Extensions, discoveries and other additions” in your presentation of changes in net quantities of proved reserves. Tell us the nature and amount of other additions for each of the three years presented.

Response:

The line item “Extensions, discoveries and other additions” includes reserves associated with acreage that was not previously booked as proved reserves for a given reservoir.  This total excludes reserves additions associated with acreage that was acquired during the reporting period and reserves revisions associated with acreage that was previously booked as proved for a given reservoir.

The “other additions” are associated with acreage that was not previously reported as proved reserves, but that could have been had it met the SEC’s economic and 5-year development requirements.

The nature and amount of the other additions for each of the three years presented is included in the Company’s response to comment #2 below.

2.                                      The amount of change attributable to the line item “Extensions, discoveries and other additions” in your presentation of changes in net quantities of proved reserves appears to have been significant for each of the three years presented. However, the accompanying discussion of this line item does not provide any detail beyond that contained in the line item caption. Expand your disclosure to provide an appropriately detailed explanation of the nature and amount of the items underlying this line item for each period presented. See FASB ASC 932-235-50-5.

Response:

The Company acknowledges the Staff’s comment and will expand the discussion of the “Extensions, discoveries and other additions” line item in future filings to provide additional detail.  As requested, the following is a detailed explanation of the nature and amount of the items underlying this line item for each of the three years presented.  All quantities in the following description exclude reserves additions associated with acreage that was acquired during the reporting period and reserves revisions associated with acreage that was previously booked as proved for a given reservoir.

·                  2017 Extensions, Discoveries and Other Additions of 2,225 Bcfe

·                  300 Bcfe of proved developed reserves extensions from reservoirs underlying acreage not previously booked as proved

·                  893 Bcfe of proved undeveloped reserves extensions from acreage proved by drilling activity

·                  1,032 Bcfe of other proved undeveloped additions associated with acreage that was excluded from prior year proved reserves bookings, but subsequently became proved due to inclusion within the Company’s Five Year Drilling Plan.

·                  2016 Extensions, Discoveries and Other Additions of 2,385 Bcfe

·                  341 Bcfe of proved developed reserves extensions from reservoirs underlying acreage not previously booked as proved

·                  673 Bcfe of proved undeveloped reserves extensions from acreage proved by drilling activity

·                  1,371 Bcfe of other proved undeveloped additions associated with acreage that was excluded from prior year proved reserves bookings, but subsequently became proved due to inclusion within the Company’s Five Year Drilling Plan.

·                  2015 Extensions, Discoveries and Other Additions of 2,051 Bcfe

·                  386 Bcfe of proved developed reserves extensions from reservoirs underlying acreage not previously booked as proved

·                  547 Bcfe of proved undeveloped reserves extensions from acreage proved by drilling activity

·                  1,118 Bcfe of other proved undeveloped additions associated with acreage that was excluded from prior year proved reserves bookings, but that subsequently became proved due to inclusion within the Company’s Five Year Drilling Plan.

3.                                      You disclose that, during 2015, you revised your approach utilized to determine the gathering cost assumption within your determination of reserves, and that you believe the methodology that is currently utilized to determine the gathering rate reflects your current cash operating costs and gives consideration to your significant ownership interest in EQGP, EQM and RMP. Describe for us, in reasonable detail, both your current and prior approach to determine gathering cost assumptions. Also, describe the specific differences between the two approaches, as well as the reasons for the change in approach. As part of your response, explain how the current approach reflects your current cash operating costs and gives consideration to your significant ownership interest in the identified entities.

2

Response:

The gathering rate assumption for gas gathered by non-affiliates has always been based on actual contractual rates.  Prior to 2015, the Company determined the gathering cost assumption used to calculate reserves for gas gathered by an EQT entity based on the actual operating and maintenance (O&M) expenses incurred by EQT’s gathering business on a per unit basis.  The gathering cost assumptions were reflective of the actual cash costs expected to be incurred by EQT for gathering EQT’s produced gas, which was delivered to interstate pipelines or market sales points.

In 2012, EQT formed EQT Midstream Partners, LP (EQM) to own, operate, acquire and develop midstream assets in the Appalachian Basin. EQM provides midstream services to the Company and third parties.  In 2015, EQT formed EQT GP Holdings, LP (EQGP) to own the Company’s partnership interests in EQM.  EQGP’s only significant assets are 21,811,643 EQM common units, 1,443,015 EQM general partner units and all of EQM’s incentive distribution rights (IDRs).  EQT owns 239,715,000 EQGP common units and the entire non-economic general partner interest in EQGP.  Both EQGP and EQM are publicly traded companies consolidated in the Company’s financial statements.

The assets initially owned by EQM were primarily transmission pipelines; however, by 2015, EQM had acquired significant natural gas gathering systems from EQT.  Because the gathering fees to move gas on systems sold to EQM were now being paid by EQT to a non-wholly owned subsidiary, EQT determined it would be improper to continue to use EQM’s cash operating costs for reserves determination as the contractual rate paid by EQT to EQM was higher than these costs.  However, EQT also determined the unadjusted contractual rate was not indicative of EQT’s cash cost of gathering for gas gathered by systems owned by EQM as EQT receives significant cash distributions from EQM each quarter through its ownership interest in EQGP.

EQT ultimately determined that the appropriate gathering rate assumption for the calculation of reserves and the standardized measure of discounted future net cash flows is a weighted average gathering rate that reflects:

·                  The expected cash operating costs for the EQM gathering systems, consistent with the pre-2015 methodology, weighted at EQT’s net economic ownership percentage in EQM and

·                  The unadjusted contractual rate for gathering on the EQM systems, weighted at the third party economic ownership percentage in EQM.

Because EQT, via its ownership interest in EQGP, holds the majority of the EQM IDRs, EQT receives a proportion of EQM’s cash distributions that significantly exceeds EQT’s ownership percentage calculated as a percentage of partnership units. As a result, EQT determines its economic ownership percentage as the percentage of cash it receives compared to the total cash distributed by EQM in the most recent partnership distribution.  EQT believes this is the appropriate metric as the reserves calculation is intended to be based on year-end cash operating costs and assuming continuation of existing economic conditions.

In November 2017, EQT acquired an interest in Rice Midstream Partners LP (RMP) in connection with the Rice Merger (as defined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017).  As the interests in RMP include both limited partner units and IDRs, the Company determines gathering cost assumptions on gathering systems owned by RMP in the same manner as it does for those owned by EQM: a weighted average gathering rate including a) cash operating costs for EQT’s economic ownership percentage in RMP and b) the contractual rate for third party

3

economic ownership percentage in RMP.  As with systems owned by EQM, the economic ownership percentages in RMP are based on the percentage of cash received in the most recent RMP distribution.

If you have any questions with respect to the foregoing responses or require further information, please contact Jimmi Sue Smith, Chief Accounting Officer, at 412-553-5773 or at jssmith@eqt.com.

Very truly yours,

EQT CORPORATION

By:

/s/ Robert J. McNally

Robert J. McNally,   Senior Vice President and Chief Financial Officer

cc:                                Lewis B. Gardner, General Counsel and Vice President, External Affairs

4

Mail Stop 4628
April 16, 2018

Via E -mail
Robert J. McNally
Chief Financial Officer
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, Pennsylvania 15222

Re: EQT Corporation
Form 10 -K for Fiscal Year Ended December 31, 2017
Filed February 1 5, 201 8
File No. 001-03551

Dear Mr. McNally :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2017

Consolidated Financial Statements, page 71

Notes to Consolidated Financial Statements, page 77

Note 23. Natural Gas Producing Activities (Unaudited), page 125

1. We note the line item “Extensions, discoveries and other additions” in your presentation
of ch anges in net quantities of proved reserves.  Tell us the nature and amount of other
additions for each of the three years presented.

2. The amount of change attributable to the line item “Extensions, discoveries and other
additions” in your presentation of changes in net quantities of proved reserves appears to

Robert J. McNally
EQT Corporation
April 16, 2018
Page 2

 have been significant for each of the three years presented.  However, the acco mpanying
discussion of this line item does not provide any detail beyond that contained in the line
item caption.  Expand your disclosure to provide an appropriately detailed explanation of
the nature and amount of the items underlying this line item for e ach period presented.
See FASB ASC 932 -235-50-5.

3. You disclose that, d uring 2015, you revised your approach utilized to determine the
gathering cost assumption within your determination of reserves , and that you  believe the
methodology that is currentl y utilized to determine the gathering rate reflects your current
cash operating costs and gives consideration to your significant ownership interest in
EQGP, EQM and RMP.   Describe for us, in reasonable detail, both your current and
prior approach to dete rmine gathering cost assumptions.  Also, describe the specific
differences between the two approaches, as well the reasons for the change in approach.
As part of your response, explain how the current approach reflects your current cash
operating costs an d gives consideration to your significant ownership interest in the
identified entities.

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.

You may contact Jeannette Wong, Staff Accountant , at (202) 551 -2137 or Brad  Skinner,
Senior Assistant Chief Accountant,  at (202) 551 -3489 if you have questions regarding the
engineering comments, or any other matters .

Sincerely,

 /s/ Brad Skinner

 Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

November 1, 2017
Nicholas P. Pano s
Senior Special Counsel
Office of Mergers & Acquisitions
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: EQT Corporation
Form 425 submissions
Filed on October 26, 2017 and October 30, 2017
File No. 001-03551
Dear Mr. Panos,
On behalf of EQT Corporation (“EQT” or the “Company”), we are subm itting this letter in response to comments from the staff (the  “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Company’s Form 425 submissions filed with the Commission on October 26 , 2017 and
October 30, 2017 contained in your letter dated October 30, 2017 (the “Comment Letter”).
For the Staff’s convenience, the text of the Staff’s comments ar e set forth below in bold and correspond to the numbered commen ts contained in the Comment
Letter, followed by the Company’s response.Wachtell, Li pton, Rosen & Katz
MARTIN LIPTON
HERBERT M. WACHTELLPAUL VIZCARRONDO, JR.PETER C. HEINHAROLD S. NOVIKOFFTHEODORE N. MIRVIS
EDWARD D. HERLIHY
DANIEL A. NEFFANDREW R. BROWNSTEIN
MARC WOLINSKY
STEVEN A. ROSENBLUMJOHN F. SAVARESE
SCOTT K. CHARLES
JODI J. SCHWARTZADAM O. EMMERICHGEORGE T. CONWAY III
RALPH M. LEVENE
RICHARD G. MASONMICHAEL J. SEGAL
DAVID M. SILK
ROBIN PANOVKADAVID A. KAT
Z
ILENE KNABLE GOTT S
JEFFREY M. WINTNER
TREVOR S. NORWIT Z
BEN M. GERMAN A
ANDREW J. NUSSBAUM
RACHELLE SILVERBER G
STEVEN A. COHE N
DEBORAH L. PAU L
DAVID C. KARPRICHARD K. KIM
JOSHUA R. CAMMAKER
MARK GORDO
N
JOSEPH D. LARSO N
LAWRENCE S. MAKOWJEANNEMARIE O’BRIEN
WAYNE M. CARLI
N
STEPHEN R. DiPRIM A
NICHOLAS G. DEMMO
IGOR KIRMA N
JONATHAN M. MOSE S51 WEST 52ND STREE T
NEW YORK, N.Y. 10019-6150
TELEPHONE:       (212) 403 -1000
FACSIMILE:         (212) 403 -2000
GEORGE A. KATZ (1965-1989)
JAMES H. FOGELSON (1967-1991)
LEONARD M. ROSEN (1965-2014)
OF COUNSE LT. EIKO STANG E
JOHN F. LYNCH
WILLIAM SAVITTERIC M. ROSO
F
GREGORY E. OSTLIN G
DAVID B. ANDER S
ANDREA K. WAHLQUIST
ADAM J. SHAPIRO
NELSON O. FITT S
JOSHUA M. HOLME S
DAVID E. SHAPIRODAMIAN G. DIDDE
N
IAN BOCZKOMATTHEW M. GUEST
DAVID E. KAHA
N
DAVID K. LAM
BENJAMIN M. ROTH
JOSHUA A. FELTMA N
ELAINE P. GOLI N
EMIL A. KLEINHAU S
KARESSA L. CAI NRONALD C. CHE N
GORDON S. MOODI E
DONGJU SON G
BRADLEY R. WILSO N
GRAHAM W. MEL I
GREGORY E. PESSI N
CARRIE M. REILL Y
MARK F. VEBLE N
VICTOR GOLDFELD
EDWARD J. LE E
BRANDON C. PRIC E
KEVIN S. SCHWART Z
MICHAEL S. BEN N
SABASTIAN V. NILE S
ALISON ZIESKE PREIS S
TIJANA J. DVORNI C
JENNA E. LEVIN E
RYAN A. McLEODWILLIAM T. ALLEN
MARTIN J.E. ARMS
MICHAEL H. BYOWITZPETER C. CANELLOS
DAVID M. EINHORN
KENNETH B. FORRESTTHEODORE GEWERTZRICHARD D. KATCHER
MEYER G. KOPLOW
DOUGLAS K. MAYERROBERT B. MAZUR
MARSHALL L. MILLER
PHILIP MINDLIN
ROBERT M. MORGENTHAUDAVID S. NEIL
L
BERNARD W. NUSSBAUM
LAWRENCE B. PEDOWIT Z
ERIC S. ROBINSO N
PATRICI A A. ROBINSON*
ERIC M. ROTH
PAUL K. ROW E
DAVID A. SCHWART Z
MICHAEL W. SCHWART Z
STEPHANIE J. SELIGMA N
ELLIOTT V. STEI N
WARREN R. STER N
PATRICIA A. VLAHAKI S
AMY R. WOL F
* ADMITTED IN THE DISTRICT OF COLUMBIA
COUNSE L
DAVID M. ADLERSTEI N PAULA N. GORDO N
AMANDA K. ALLEXO N NANCY B. GREENBAUM
LOUIS J. BARASH MARK A. KOENI G
FRANCO CASTELL I LAUREN M. KOFK E
DIANNA CHE N J. AUSTIN LYON S
ANDREW J.H. CHEUN G ALICIA C. McCARTH Y
PAMELA EHRENKRAN Z S. CHRISTOPHER SZCZERBA N
KATHRYN GETTLE S-ATW A JEFFREY A. WATIKER
ADAM M. GOGOLAKPage 1 of 28
12/19/2017 https://www.edgar.sec.gov/AR/DisplayDocument.do?step=docOnly&accessionNumber=...

Form 425 filed on October 26, 2017 | Corrected Transcript
1.   Refer to the following statement appearing on page five  of the corrected transcript: “Es tablishing a dominant footprint of  highly contiguous
acreage that allows for sustained long lateral development is a real competitive advantage.  Our competitors [ ] can’t replicat e an acreage position
that supports 12,000 foot laterals in the core of the Marcellus.” Pl ease provide us with the factual foundation for the multiple  assertions in each of the
quoted statements.  For example, please provide us with the support for the claim that the footprint will be “dominant,” that th e acreage is “highly
contiguous,” and that the acreage will support 12,000 foot laterals at a cost that will enable EQT to sustain a “real competitiv e advantage.”
Alternatively, please publish corrective statements in the next communication disseminated to EQT shareholders.  Refer to Note b. to Rule 14a-9.
Response : At the outset, we respectfully advise the Staff that Company management are experts in their field and that their assertions are based on their
extensive experience with drilling in the core of the Marcellus.   Furthermore, the Company has disclosed information, and there  is significant additional
information in the public dom ain, that supports these statements.  For example,  as described on page 15 of the corrected transc ript, EQT will control 212,000
of the 370,000 acres in Greene County after the transaction; the extent of EQT’s presence in the county supports the statement that the transaction will
establish a dominant footprint of highly contiguous acreage.  The fact that Rice and EQT acreage are not 100% contiguous does n ot mean they are not highly
contiguous as understood within the industry; it is standard industry practice, as acknowledged by industry analysts, to manage  any non-contiguous acreage
requirements through well path adjustments, smaller bolt-on acqui sitions, and tactical fill-ins, all of which are part of EQT’s  previously disclosed current
development plan at an estimated cost of up to $200 million annually.(1)  In addition, EQT has previously disclosed maps showin g the significant contiguity o f
the EQT and Rice acreage,(2) and at least one  similar map (based not only on EQT sour ces but also on third -party information) h as been disclosed in an
analyst report.(3)
EQT has also provided detailed information to investors regarding the process by which enhanced acreage contiguity  facilitates longer laterals which in turn
leads to lower development costs. This supports the view that a position facilitating 12,000 foot laterals in the Marcellus wou ld provide a real competitive
advantage in the natural gas production business, which is a co mmodity business that is criticall y dependent on the ability to operate at a low cost.(4) EQT
notes that expanding lateral lengths is a key focus of many other industry participants , the cost advantage that accrues from l onger laterals is well-understood
in the industry,(5) and to EQT’s knowledge none of its competit ors are currently achieving, or projecting to achieve, average l ateral lengths of 12,000 feet in
the Marcellus.
(1)  For the Staff’s reference, we are enclosing with this letter as Annexes A and B, respectively, two analyst reports (pp. 7- 8 of Cowen — A Certain Point of
View  (October 10, 2017), and RBC Capital Markets — EQT-Urging a “Yes” Vote for the RICE Transaction” ) providing additional support and background
(from independent third parties) demonstrating that EQT’s acquisition strategy is customary.
(2)  See, e.g., the map on slide 24 of EQT’s investor presentati on filed on Form 425 on October 23, 2017 (The “October 23 Prese ntation”).
(3)  See the map from the July 20, 2017 J.P. Morgan report attached as Annex C.
(4)  See, e.g., slide 14 of the October 23 Presentation (illustrati ng the improvement in the after-tax internal rate of return from wells with longer lateral lengths)
and slide 26 of the October 23 Presentation (indicating the proces s by which building longer laterals in Appalachia improves EQ T’s development costs per
foot).
(5)  See, e.g., management comments made on the second quarte r 2017 earnings conference call of Range Resources Corporation (“O ne big driver of capital
efficiency is our lateral lengths…These longer laterals increase th e cycle time slightly as we make the transition, but they re ally set us up well heading into
2018.”) and the second quarter 2017 earnings conference call of Antero Resources Corporation (“The ability to outperform our pr oduction forecasts and drive
down F&D costs is a testament to the efficienci es we’ve been able to achieve through dri lling these longer laterals and improvi ng drilling and completion
times, as well as the impact of advanced completions.”).Page 2 of 28
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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 appro val by our shareholders
on November 9, 2017.” EQT’s statement, in effect, opines on the final result of the solicitation by  presuming the voting outcome  is a foregone
conclusion.  Please provide us with the factual foundation for this assertion.  Alternatively, please publish a corrective stat ement in the next
communication disseminated to EQT shareholders.  See Note d. to Rule 14a-9.
Response :  We respectfully advise the Staff that we  believe the referenced stat ement is not misleading w ithin the meaning of Rule 14a-9 , particularly based on
the facts and circumstances here.  The full sentence states: “We remain confident that the Rice transaction is in the best inte rest of all shareholders and look
forward to closing the transaction shortly fo llowing approval by our shareholders on N ovember 9, 2017.” The fact that this sente nce begins with an assertion
that the Company “remain[s] confident that the Rice transaction is in the best interest of all shareholders” provides important context for the rest of the
sentence.  As a whole, this is a statement about the Company’s confidence that the Rice transaction is in the best interests of  shareholders and its positive
anticipation that the closing will not be delayed.  That confidence in the benefici al nature of the transa ction is the reason t hat the Company “look[s] forward to
closing the transaction”; the reference to shareholder approval mer ely conveys the timing of when the Company expects closing w ill occur.  It is common for
companies to make statements that they look forward to closing a transaction shortly after shareholder approval(6); such statem ents are not inherently
misleading claims regarding the results of a solicitation, any more than the typical practice of stating that a company expects  a transaction to occur in a
particular quarter, even when that tran saction is subject to shareholder approval.
Furthermore, while we do not believe that this statement is properly viewed as a claim rega rding the results of a solicitation,  even if it were so viewed, we
believe that there would be adequate factual foundation for such a statement and therefore it is not misleading.  At the time t he Company made the statement, it
knew that there was widespread support for the transaction based on observed market data, its extensive conversations with shar eholders and the positive
recommendation from ISS (a view that has only been bolstered by s ubsequent developments, including that (i) EQT’s financial adv isor has informed EQT that,
based on the closing prices of EQT and Rice as of October 31, 2 017, the market-implied probability of the transaction closing i s approximately 99%, (ii) D. E.
Shaw & Co., L.P., a holder of approximately 4% of the Company’s shares that previously had publicly criticized the Company, iss ued a public letter to EQT’s
board of directors stating that it will vote for the transaction, (iii) the other two major proxy advisory firms, Glass Lewis a nd Egan-Jones, have also
recommended in favor of the transaction and (iv) JANA Partners LLC, which has been soliciting agai nst the transaction, reported ly stated in its quarterly letter
to investors that “[w]e feel like we may lose the battle over Rice”).
All this said, the Company acknowledges its obligations under Rule 14a-9 and confirms th at it will not make any statements rega rding the upcoming
shareholder vote that are misleading within the meaning of the rule.
* * * * *
We hope that the foregoing has been responsive to th e Staff’s comments. If you have any questions or
(6)  See, e.g., Form 425 filed by Ensco PLC on July 28, 2017 (“ And following Ensco and Atwood shareholders meet ings to approve the transaction, we expect
to close later this quarter ”); Form 425 filed by Nabors Industries Ltd. on February 17, 2015 ( “At this time, we anticipate that we will close this transaction
during the week of March, 23, 2015, following approval by C&J stockholders” ); and Form 8-K/425 filed by Auxilium  Pharmaceuticals, Inc. on December 11,
2014 (“ Endo and Auxilium currently expect to complete the proposed Merger  promptly following approval by the Auxilium stockholders, su bject to customary
closing conditions” ).Page 3 of 28
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comments regarding the foregoing, please do  not hesitate to contact me at (212) 403-1005  or by email at VGoldfeld@wlrk.com or S teven A. Cohen at (212)
403-1347 or by email at SACohen@wlrk.com.
cc: Lewis B. Gardner, EQT Corporation
Steven A. Cohen, Esq. Wachtell, Lipton, Rosen & KatzSincerely ,
/s/ Victor Goldfel d
Victor Goldfel dPage 4 of 28
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Annex A –Cowen Report Excerp t Page 5 of 28
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Equity Research Industry Update October 10, 2017 A Certain Point of View  Oil & Gas Exploration & Production: Exploration & Pro duction The Cowen Insight We see the EQT/RICE merger as an important step to maximize the future sum of the parts valuation. A midstream spin is more complicated than investors believe which we discuss in detail below, though ultimately produces the grea test value. We believe that the point of view you take on commodity price results in a different outcome, but we believe our $5 0/$3 price deck is best for this analysis. Charles Robertson II, CFA 646.562.1411 charles.robertson@cowen.com Adam Meyers 646.5 62.1325 adam.meyers@cowen.com Kathy Yang 646.562.1382 kathy.yang@cowen.com Hieu Pham, CFA 646.562.1304 hieu.pham@cowen.com Find ing Clarity in a Myriad of Views EQT/RICE deal and spin complexity provides ample ground for diverse views depending on your po int of view. Our proprietary analysis shows a post-merger EQT sum of the parts valuation at $86/sh using a $50 WTI/$3 Henry Hub  price deck. We estimate that the deal provides $2.2B in synergies (less than EQT's estimate, but greater than JANA's view). Th e strategic value of acquiring RICE is almost universally accepted by investors and industry peers. Our Views on Key Points:  M erger Makes Sense at Current Natural Gas Strip: Only at a higher $3.50+/ Mcf long-term price deck would the merger not be benef icial to EQT in our view.  Gross Locations Provide Strong Inventory in Greene/Washington County: We estimate up to 1,100
locations in Greene/Washington County locations based on our proprietary analysis described below which references state data a nd industry trends.  Separation Is Ultimately Required to Unlock Sum of the Parts Value: While we do see the Sum-of-the-Parts d iscount requiring a spin to unlock the value of both segments, we don't understand the push by investors to have the company pa y up to a $600MM tax bill by accelerating the process. Our preference would be to utilize that capital to strengthen EQT E&P po st-spin, allowing for additional acquisitions, increased dividend, and/or other value enhancing options for investors. CAUTION:  Spinoff Is More Complex Than The Market Perceives (See Pages 4-5) The separation of EQT's core

Mail Stop 4628
September 19 , 2017

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

Re:  EQT Corporation
Amendment No. 1 to Registration Statement on Form S -4
Filed September 8, 2017
 File No. 333-219508

Dear Mr. Gardner:

We have reviewed your registration statement 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 by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to 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 additional com ments.   Unless we note
otherwise, our references to prior comments are to comments in our August 24, 2017 letter.

General

 We note your revised disclosure in response to comment 4.  Please supplement to further 1.
explain how the board concluded that a mor e significant, controlling stake as a result of a
potential business combination with Company B represented a less attractive alternative
for the company.  Please also describe in greater detail how Company B’s recently
completed transaction with “similar premiums” factored into the Rice Energy board’s
determination to proceed with EQT exclusively.

 Please also revise to address the two additional potential  acquirers that were engaged at 2.
this time.

Lewis B. Gardner, Esq.
EQT Corporation
September 19 , 2017
Page 2

 Opinion of EQT's Financial Advisor, page 86

EQT Finan cial Analyses, page 100

Opinion of Rice's Financial Advisor, page 106

Pro Forma Merger Consequences Analysis, page 125

 We note that each of Citi and Barclays appeared to evaluate the joint findings of the 3.
EQT/Rice Energy management teams regarding the expected costs savings and
operational synergies to be captured by the combined businesses.  We note further that a
Form 8 -K filing on July 27, 2017, submitted pursuant to Rule 425, included an EQT
presentation that provides a detailed outline of various “ Upside Synergy Potential” and
assigns specific values to each line item.  Please expand your disclosure in this section to
include such analyses, including the assumptions relied upon to arrive as such figures.
Please also revise to describe more specific ally how the fairness evaluations considered
these synergy projections.  We note the references to the “high potential” and “low
potential” operational synergies on page 103 in the section discussing Citi analyses and
the fourth bulleted item at the top of  page 108 to “the pro forma impact” of Expected
Synergies in your discussion of the Barclays analyses.

Unaudited Pro Forma Condensed Combined Financial Statements

Note 2 – Pro Forma Adjustments and Assumptions, page 169

 We note your response to prior comment 11.  Explain in further detail why the pro forma 4.
adjustments related to the expected issuance of new senior notes to fund the cash
consideration required for the merger and the planned extinguishment of outstanding
indebtedness of Rice Energy Inc. are necessary to provide investors with adequate
financial information with which to make an investment decision.  In addition, as it
relates to your planned issuance of senior notes, tell us about the basis for your
expectation that longer -term traditiona l financing can be obtained in a capital markets
transaction (e.g., an agreement as to major terms has been reached in principle).

Lewis B. Gardner, Esq.
EQT Corporation
September 19 , 2017
Page 3

 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/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

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

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

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

       DIVISION OF
CORPORATION FINANCE

 October 31, 2017
Barry Rosenstein
Managing Partner
JANA Partners LLC
767 Fifth Avenue, 8th Floor
New York, New York 10153

 Re: EQT Corporation
DFAN 14A definitive additional soliciting  materials filed  on Schedule 14A
Filed on October 2 7, 2017 by JANA Partners LLC  et al.
  File No.  001-03551

Dear M r. Rosenstein ,

We have reviewed the above -captioned  filing and have the following comment s.  Please note
that 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 and/or by providing the requested
information.  After reviewing any amendment to the filing and any information provided in r esponse
to this comment, we may have additional comments.

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

DFAN14A | Definitive Addit ional Soliciting Materials

1. Refer to the following statement appearing on page three  of the slide presentation :  “EQT
has acknowledged the acquisition is insufficient to achieve its synergy claims, while also
continuing to disclose inconsistent and irreconcilable synergy totals.”  Please provide us
with the factual foundation for the multiple assertions in each clause  of the quoted
statement.  Alternatively, please publish corrective statements in the next communication
disseminated to EQT shareholders.  See Note b. to Rule 14a -9.

2.  Refer to the following statement appearing on page seven  of the slide presentation :
“EQT’s comments this week only confirm that it cannot achieve 12,000 foot laterals
solely as a result of the RICE transaction, and any effort to do so will involve[ ]
substantial additional time, expense, and execution risk, even after overpaying for RICE
and a massively -diluted issuance of EQT stock.”  Please provide us with the factual
foundation for  the assertion that EQT made comments that, in effect, confirmed the
participants’ beliefs as articulated in the balance of the quoted statement.  Alternatively ,
please publish corrective statements in the next communication disseminated to EQT
shareholders.   See Note b. to Rule 14a -9.

Barry Rosenstein
JANA Partners LLC
October 31 , 2017
Page 2

 3. Rule 14a -6(b), by its terms, requires  that the definitive additional soliciting materials be
filed with “the Commission no later than the date they are firs t sent or given to security
holders.”  Advise us why the slides are dated October 26, 2017 and the filing date of the
slides under cover of Schedule 14A is October 27, 2017.

 We remi nd you that the participant s are responsible for the accuracy and adeq uacy 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: Marc Weingarten , Esq.
            Eleazer Klein, Esq.
 Brandon Gold, Esq.
            Schulte Roth & Zabel LLP

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

       DIVISION OF
CORPORATION FINANCE

 October 1 9, 2017
Barry Rosenstein
Managing Partner
JANA Partners LLC
767 Fifth Avenue, 8th Floor
New York, New York 10153

 Re: EQT Corporation
DFAN 14A definitive additional soliciting  materials filed  on Schedule 14A
Filed on October 16 , 2017 by JANA Partners LLC  et al.
  File No.  001-03551

Dear M r. Rosenstein ,

We have reviewed your  filing and have the following comment s.  Please note that 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 and/or by providing the requested
information.  After reviewing any amendment to the filing and any information provided in response
to this  comment, we may have additional comments.

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

DFAN14A | Definitive Addit ional Soliciting Materials

1. Refer to the following statement appearing with the above -captioned filing:  “At the time
EQT agreed to acquire Rice, EQT's management compensation policy was  to pay
management more for increasing drilling production growth, ev en if that growth  came
through overpriced acquisitions that destroyed stockholder value.  Our analysis  showed
that under this compensation plan, the Rice acquisition would help top EQT  management
earn $50 million in total additional compensation, even if t he Rice  acquisition performs
disastrously.  After we criticized this compensation policy, EQT  announced it would
reverse it…”

Please provide us with the factual foundation for the presumption that EQT’s annual
incentive plan does not exclude  the impact of acquisitions and divestitures over $100
million from the applicable growth  measurement.  In addition, please provide us with the
factual foundation upon which  the participants relied to conclude that EQT “reversed” a
prior entitlement to the  additional compensation and the basis for the $50 million
analysis.  Alternatively, please publish corrective statements in the next communication
disseminated to EQT shareholders.

Barry Rosenstein
JANA Partners LLC
October 1 9, 2017
Page 2

 2. The DFAN14A  include s a bullet stating “EQT Has Released Blatantly Decep tive
Information to Sell the Overpriced  and Value -Destroying Acquisition of Rice to EQT
Stockholders” (underline in original).   To the extent the participants wish to criticize the
proposed transactio n by characterizing EQT’s conduct or the merits of the c ontemplated
Rice acquisition, please express such views as an opinion or belief as distinguished from
proven fact.  In addition, please provide us with the factual foundation for the following
terms appearing within several of the bullet points:  “Blatantl y Deceptive”; “Value -
Destroying”; “Massively Dilute”; and “Massive Waste”.  Use of these terms impugns the
character, integrity and personal reputation of EQT’s  board and management, and/or
make charges concerning improper or illegal or conduct, and incorr ectly states that
“[o]nly you – the Owners of EQT” – in a reference to shareholders other than the
participants, are positioned to  “stop” the prospective business combination.  JANA,
however, is not precluded from pursuing other legal remedies, if any, to challenge the
proposed business combination, and notably has not lodged a breach of fiduciary duty
claim for the alleged impending “Massive Waste” of shareholder money.  To the extent a
factual foundation does not exist for the cited inflammatory terms, pl ease publish
corrective statements in the next communication disseminated to EQT shareholders.

 We remi nd you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absen ce 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: Marc Weingarten , Esq.
            Eleazer Klein, Esq.
 Brandon Gold, Esq.
            Schulte Roth & Zabel LLP

CORRESP
1
filename1.htm

Wachtell, Lipton, Rosen & Katz

MARTIN   LIPTON

DAVID   A. KATZ

51 WEST 52ND STREET

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RONALD   C. CHEN

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NEW YORK, N.Y. 10019-6150

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GORDON   S. MOODIE

PAUL   VIZCARRONDO, JR.

JEFFREY   M. WINTNER

TELEPHONE:      (212)   403 -1000

WILLIAM   SAVITT

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PETER   C. HEIN

TREVOR S. NORWITZ

FACSIMILE:         (212)   403 -2000

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BRADLEY   R. WILSON

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BEN M. GERMANA

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THEODORE   N. MIRVIS

ANDREW J. NUSSBAUM

GEORGE   A. KATZ (1965-1989)

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GREGORY   E. PESSIN

EDWARD   D. HERLIHY

RACHELLE SILVERBERG

JAMES   H. FOGELSON (1967-1991)

ANDREA K. WAHLQUIST

CARRIE   M. REILLY

DANIEL   A. NEFF

STEVEN A. COHEN

LEONARD   M. ROSEN (1965-2014)

ADAM   J. SHAPIRO

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VICTOR   GOLDFELD

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OF COUNSEL

JOSHUA   M. HOLMES

EDWARD   J. LEE

STEVEN   A. ROSENBLUM

RICHARD K. KIM

DAVID   E. SHAPIRO

BRANDON   C. PRICE

JOHN   F. SAVARESE

JOSHUA R. CAMMAKER

WILLIAM   T. ALLEN

DAVID   S. NEILL

DAMIAN   G. DIDDEN

KEVIN   S. SCHWARTZ

SCOTT   K. CHARLES

MARK   GORDON

MARTIN   J.E. ARMS

BERNARD   W. NUSSBAUM

IAN   BOCZKO

MICHAEL   S. BENN

JODI J. SCHWARTZ

JOSEPH   D. LARSON

MICHAEL   H. BYOWITZ

LAWRENCE B. PEDOWITZ

MATTHEW   M. GUEST

SABASTIAN   V. NILES

ADAM O. EMMERICH

LAWRENCE   S. MAKOW

PETER C. CANELLOS

ERIC   S. ROBINSON

DAVID   E. KAHAN

ALISON   ZIESKE PREISS

GEORGE   T. CONWAY III

JEANNEMARIE O’BRIEN

DAVID M. EINHORN

PATRICIA A. ROBINSON*

DAVID   K. LAM

TIJANA   J. DVORNIC

RALPH   M. LEVENE

WAYNE M. CARLIN

KENNETH B. FORREST

ERIC   M. ROTH

BENJAMIN   M. ROTH

JENNA   E. LEVINE

RICHARD G. MASON

STEPHEN R. DiPRIMA

THEODORE GEWERTZ

PAUL   K. ROWE

JOSHUA   A. FELTMAN

RYAN   A. McLEOD

MICHAEL   J. SEGAL

NICHOLAS G. DEMMO

RICHARD D. KATCHER

DAVID A. SCHWARTZ

ELAINE   P. GOLIN

DAVID   M. SILK

IGOR KIRMAN

MEYER   G. KOPLOW

MICHAEL W. SCHWARTZ

EMIL   A. KLEINHAUS

ROBIN   PANOVKA

JONATHAN M. MOSES

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ELLIOTT V. STEIN

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WARREN R. STERN

PHILIP MINDLIN

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ROBERT M. MORGENTHAU

AMY R. WOLF

*   ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

DAVID   M. ADLERSTEIN

PAULA   N. GORDON

AMANDA   K. ALLEXON

NANCY   B. GREENBAUM

LOUIS   J. BARASH

MARK   A. KOENIG

FRANCO   CASTELLI

LAUREN   M. KOFKE

DIANNA   CHEN

J.   AUSTIN LYONS

ANDREW   J.H. CHEUNG

ALICIA   C. McCARTHY

PAMELA   EHRENKRANZ

S.   CHRISTOPHER SZCZERBAN

KATHRYN   GETTLES-ATWA

JEFFREY   A. WATIKER

ADAM   M. GOGOLAK

October 11, 2017

H. Roger Schwall
 Assistant Director
 Office of Natural Resources
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             EQT Corporation
 Amendment No. 2 to Registration Statement on Form S-4
 Filed September 28, 2017
 File No. 333-219508

Dear Mr. Schwall:

On behalf of EQT Corporation (the “Company”), we are submitting this letter in response to the verbal comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Amendment No. 2 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 28, 2017 (the “Registration Statement”).  As discussed with the Staff, this letter confirms that the disclosure under the caption “The Merger—Opinion of Rice’s Financial Advisor—Pro Forma Merger Consequences Analysis” will be revised in the definitive joint proxy statement/prospectus filed after effectiveness of the Registration Statement to reflect the changes submitted to the Staff, which are also set forth below (additions marked with underlining):

Pro Forma Merger Consequences Analysis

Barclays reviewed and analyzed the pro forma impact of the merger, including the Expected Synergies, on projected cash flow per share and NAV per share, respectively. With respect to cash flow per share for Rice and EQT, Barclays reviewed the pro forma impact of these metrics for 2018, 2019 and 2020 using projections provided by management of each of Rice and EQT as well as the pro forma impact on cash flow per share for Rice and EQT for 2018 and 2019 using Wall Street research estimates provided by FactSet, in each case, incorporating the Expected Synergies. Barclays noted that pro forma cash flow per share would be accretive to Rice in 2018 (1.0%) and dilutive to Rice for each of 2019 (-10.9%) and 2020 (-12.4%), respectively, based on projections provided by management, and accretive to Rice in each of 2018 (5.5%) and 2019 (7.2%), respectively, based on Wall Street research estimates provided by FactSet. Barclays also noted that pro forma cash flow per share would be accretive to EQT in each of 2018 (20.8%), 2019 (33.3%) and 2020 (33.0%), respectively, based on projections provided by management, and accretive to EQT in each of 2018 (15.6%) and 2019 (13.0%), respectively, based on Wall Street research estimates provided by FactSet. With respect to NAV per share for Rice and EQT, Barclays also reviewed the pro forma impact of this metric using projections provided by management of each of Rice and EQT as well as Wall Street research consensus NAV per share provided by FactSet, in each case, incorporating the Expected Synergies. Barclays also noted that pro forma NAV per share would be accretive to both Rice (2.9%) and EQT (3.9%), respectively, based on projections provided by management, and dilutive to EQT (-6.3%) and accretive to Rice (28.7%), based on Wall Street research consensus NAV per share provided by FactSet.

*                               *                                *                               *                                *                               *

We hope that the foregoing has been responsive to the Staff’s comments.  If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1347 or by email at SACohen@wlrk.com or Victor Goldfeld at (212) 403-1005 or by email at VGoldfeld@wlrk.com.

Sincerely,

/s/ Steven A. Cohen

Steven A. Cohen

cc:                                Lewis B. Gardner, EQT Corporation
 Victor Goldfeld, Wachtell, Lipton, Rosen & Katz

William E. Jordan, Rice Energy Inc.
 Stephen M. Gill, Vinson & Elkins LLP

2

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

       DIVISION OF
CORPORATION FINANCE

 October 11, 2017
Barry Rosenstein
Managing Partner
JANA Partners LLC
767 Fifth Avenue, 8th Floor
New York, New York 10153

 Re: EQT Corporation
Amendment No. 1 to PRE C14A preliminary proxy statement filing made on
Schedule 14A
Filed on September 26 , 2017 by JANA Partners LLC
  File No.  001-03551

Dear M r. Rosenstein ,

We have reviewed your amended filing and have the following comment.  Please note that
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 and/or by providing the requested
information.  After reviewing any amendment to the filing and any information pr ovided in response
to this comment, we may have additional comments.

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

Proposal 1:  Share Issuance Proposal

Reasons to Vote Against the Proposed Acquisition

The Rice Acquisition Would Destroy Shareholder Value, page 3

Overstatement of Financial Benefits of the Acquisition, page 3

 Refer to the statement under this heading that EQT mana gement “has admitted that these 1.
additional synergies may be worth $0,” which you represent, per footnote 5, is supported
by EQT management’s own statements provided on the company’s second quarter
earnings conference call conducted June 19, 2017.   Please a dvise us how your quoted
assertion is consistent with the opinion offered by EQT’s CEO on such call regarding
additional synergies in which he predicted, “I think you will also conclude that our
original estimate of $2.5 billion in synergies is very conser vative, and we expect to be
able to exceed that amount by a fair margin.”   In addition, please provide us with the
factual foundation for the quoted assertion made in your proxy statement, or delete the
reference.   Refer to Note b. of Rule 14a -9.

Barry Rosenstein
JANA Partners LLC
October 11, 2017
Page 2

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

  You may contact Jerard Gibson , Attorney -Advisor, at (202) 551 -3473 , H. Roger
Schwall, Assistant Director, at (202) 551 -3745 , or me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

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

cc: Marc Weingarten , Esq.
            Eleazer Klein, Esq.
 Brando n Gold, Esq.
            Schulte Roth & Zabel LLP

CORRESP
1
filename1.htm

Wachtell, Lipton, Rosen & Katz

MARTIN   LIPTON

DAVID   A. KATZ

51 WEST 52ND STREET

T.   EIKO STANGE

RONALD   C. CHEN

HERBERT   M. WACHTELL

ILENE   KNABLE GOTTS

NEW YORK, N.Y. 10019-6150

JOHN   F. LYNCH

GORDON   S. MOODIE

PAUL   VIZCARRONDO, JR.

JEFFREY   M. WINTNER

                        TELEPHONE:      (212)   403 -1000

WILLIAM   SAVITT

DONGJU   SONG

PETER   C. HEIN

TREVOR   S. NORWITZ

                        FACSIMILE:         (212)   403 -2000

ERIC   M. ROSOF

BRADLEY   R. WILSON

HAROLD   S. NOVIKOFF

BEN   M. GERMANA

GREGORY   E. OSTLING

GRAHAM   W. MELI

THEODORE   N. MIRVIS

ANDREW   J. NUSSBAUM

GEORGE A. KATZ (1965-1989)

DAVID   B. ANDERS

GREGORY   E. PESSIN

EDWARD   D. HERLIHY

RACHELLE   SILVERBERG

JAMES H. FOGELSON (1967-1991)

ANDREA K. WAHLQUIST

CARRIE   M. REILLY

DANIEL   A. NEFF

STEVEN   A. COHEN

LEONARD   M. ROSEN (1965-2014)

ADAM   J. SHAPIRO

MARK   F. VEBLEN

ANDREW   R. BROWNSTEIN

DEBORAH   L. PAUL

NELSON   O. FITTS

VICTOR   GOLDFELD

MARC   WOLINSKY

DAVID   C. KARP

OF COUNSEL

JOSHUA   M. HOLMES

EDWARD   J. LEE

STEVEN   A. ROSENBLUM

RICHARD   K. KIM

WILLIAM T. ALLEN

DAVID   S. NEILL

DAVID   E. SHAPIRO

BRANDON   C. PRICE

JOHN   F. SAVARESE

JOSHUA   R. CAMMAKER

MARTIN   J.E. ARMS

BERNARD   W. NUSSBAUM

DAMIAN   G. DIDDEN

KEVIN   S. SCHWARTZ

SCOTT   K. CHARLES

MARK   GORDON

MICHAEL   H. BYOWITZ

LAWRENCE B. PEDOWITZ

IAN   BOCZKO

MICHAEL   S. BENN

JODI   J. SCHWARTZ

JOSEPH   D. LARSON

PETER   C. CANELLOS

ERIC   S. ROBINSON

MATTHEW   M. GUEST

SABASTIAN   V. NILES

ADAM   O. EMMERICH

LAWRENCE   S. MAKOW

DAVID   M. EINHORN

PATRICIA   A. ROBINSON*

DAVID   E. KAHAN

ALISON   ZIESKE PREISS

GEORGE   T. CONWAY III

JEANNEMARIE   O’BRIEN

KENNETH   B. FORREST

ERIC   M. ROTH

DAVID   K. LAM

TIJANA   J. DVORNIC

RALPH   M. LEVENE

WAYNE   M. CARLIN

THEODORE   GEWERTZ

PAUL   K. ROWE

BENJAMIN   M. ROTH

JENNA   E. LEVINE

RICHARD   G. MASON

STEPHEN   R. DiPRIMA

RICHARD   D. KATCHER

DAVID   A. SCHWARTZ

JOSHUA   A. FELTMAN

RYAN   A. McLEOD

MICHAEL   J. SEGAL

NICHOLAS   G. DEMMO

MEYER   G. KOPLOW

MICHAEL   W. SCHWARTZ

ELAINE   P. GOLIN

DAVID   M. SILK

IGOR   KIRMAN

DOUGLAS   K. MAYER

STEPHANIE   J. SELIGMAN

EMIL   A. KLEINHAUS

ROBIN   PANOVKA

JONATHAN   M. MOSES

ROBERT   B. MAZUR

ELLIOTT   V. STEIN

KARESSA   L. CAIN

MARSHALL   L. MILLER

WARREN   R. STERN

PHILIP   MINDLIN

PATRICIA   A. VLAHAKIS

ROBERT   M. MORGENTHAU

AMY   R. WOLF

*   ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

DAVID   M. ADLERSTEIN

PAULA   N. GORDON

AMANDA   K. ALLEXON

NANCY   B. GREENBAUM

LOUIS   J. BARASH

MARK   A. KOENIG

FRANCO   CASTELLI

LAUREN   M. KOFKE

DIANNA   CHEN

J.   AUSTIN LYONS

ANDREW   J.H. CHEUNG

ALICIA   C. McCARTHY

PAMELA   EHRENKRANZ

S.   CHRISTOPHER SZCZERBAN

KATHRYN   GETTLES-ATWA

JEFFREY   A. WATIKER

ADAM   M. GOGOLAK

October 11, 2017

H. Roger Schwall
 Assistant Director
 Office of Natural Resources
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

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

Dear Mr. Schwall:

Reference is made to the Registration Statement on Form S-4 (File No. 333-219508) filed by EQT Corporation (the “Company”) with the U.S. Securities and Exchange Commission on July 27, 2017, as amended on September 8, 2017 and September 28, 2017 (the “Registration Statement”).

The Company hereby requests that the Registration Statement be made effective at 9:30 a.m. Eastern Time on October 12, 2017, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

*          *           *          *           *          *

If you have any questions concerning this letter, or if you require any additional information, please do not hesitate to contact me at (212) 403-1347 or by email at SACohen@wlrk.com or Victor Goldfeld at (212) 403-1005 or by email at VGoldfeld@wlrk.com.

Sincerely,

/s/ Steven A. Cohen

Steven A. Cohen

cc:                                Lewis B. Gardner, EQT Corporation
 Victor Goldfeld, Wachtell, Lipton, Rosen & Katz

William E. Jordan, Rice Energy Inc.
 Stephen M. Gill, Vinson & Elkins LLP

2

CORRESP
1
filename1.htm

Wachtell,   Lipton, Rosen & Katz

MARTIN   LIPTON

HERBERT   M. WACHTELL

PAUL   VIZCARRONDO, JR.

PETER   C. HEIN

HAROLD   S. NOVIKOFF
   THEODORE N. MIRVIS

EDWARD   D. HERLIHY

DANIEL   A. NEFF

ANDREW   R. BROWNSTEIN

MARC   WOLINSKY
   STEVEN A. ROSENBLUM

JOHN   F. SAVARESE

SCOTT   K. CHARLES

JODI   J. SCHWARTZ

ADAM   O. EMMERICH

GEORGE   T. CONWAY III

RALPH   M. LEVENE

RICHARD   G. MASON

MICHAEL   J. SEGAL

DAVID   M. SILK

ROBIN   PANOVKA

DAVID   A. KATZ

ILENE   KNABLE GOTTS

JEFFREY   M. WINTNER

TREVOR   S. NORWITZ

BEN   M. GERMANA
   ANDREW J. NUSSBAUM

RACHELLE   SILVERBERG

STEVEN   A. COHEN

DEBORAH   L. PAUL

DAVID   C. KARP
   RICHARD K. KIM

JOSHUA   R. CAMMAKER

MARK   GORDON

JOSEPH   D. LARSON

LAWRENCE   S. MAKOW

JEANNEMARIE   O’BRIEN

WAYNE   M. CARLIN

STEPHEN   R. DiPRIMA

NICHOLAS   G. DEMMO

IGOR   KIRMAN

JONATHAN   M. MOSES

51 WEST 52ND STREET

T.   EIKO STANGE

JOHN   F. LYNCH

WILLIAM   SAVITT

ERIC   M. ROSOF

GREGORY   E. OSTLING

DAVID   B. ANDERS

ANDREA   K. WAHLQUIST

ADAM   J. SHAPIRO

NELSON   O. FITTS

JOSHUA   M. HOLMES

DAVID   E. SHAPIRO

DAMIAN   G. DIDDEN

IAN   BOCZKO

MATTHEW   M. GUEST

DAVID   E. KAHAN

DAVID   K. LAM

BENJAMIN   M. ROTH

JOSHUA   A. FELTMAN

ELAINE   P. GOLIN

EMIL   A. KLEINHAUS

KARESSA   L. CAIN

RONALD   C. CHEN

GORDON   S. MOODIE

DONGJU   SONG

BRADLEY   R. WILSON

GRAHAM   W. MELI

GREGORY   E. PESSIN

CARRIE   M. REILLY

MARK   F. VEBLEN

VICTOR   GOLDFELD

EDWARD   J. LEE

BRANDON   C. PRICE

KEVIN   S. SCHWARTZ

MICHAEL   S. BENN

SABASTIAN   V. NILES

ALISON   ZIESKE PREISS

TIJANA   J. DVORNIC

JENNA   E. LEVINE

RYAN   A. McLEOD

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403 -1000

FACSIMILE: (212) 403 -2000

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

LEONARD M. ROSEN (1965-2014)

OF COUNSEL

WILLIAM T. ALLEN

DAVID S. NEILL

MARTIN J.E. ARMS

BERNARD W. NUSSBAUM

MICHAEL H. BYOWITZ

LAWRENCE B. PEDOWITZ

PETER C. CANELLOS

ERIC S. ROBINSON

DAVID M. EINHORN

PATRICIA A. ROBINSON*

KENNETH B. FORREST

ERIC M. ROTH

THEODORE GEWERTZ

PAUL K. ROWE

RICHARD D. KATCHER

DAVID A. SCHWARTZ

MEYER G. KOPLOW

MICHAEL W. SCHWARTZ

DOUGLAS K. MAYER

STEPHANIE J. SELIGMAN

ROBERT B. MAZUR

ELLIOTT V. STEIN

MARSHALL L. MILLER

WARREN R. STERN

PHILIP MINDLIN

PATRICIA A. VLAHAKIS

ROBERT M. MORGENTHAU

AMY R. WOLF

* ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

DAVID M. ADLERSTEIN

PAULA N. GORDON

AMANDA K. ALLEXON

NANCY B. GREENBAUM

LOUIS J. BARASH

MARK A. KOENIG

FRANCO CASTELLI

LAUREN M. KOFKE

DIANNA CHEN

J. AUSTIN LYONS

ANDREW J.H. CHEUNG

ALICIA C. McCARTHY

PAMELA EHRENKRANZ

S. CHRISTOPHER SZCZERBAN

KATHRYN GETTLES-ATWA

JEFFREY A. WATIKER

ADAM M. GOGOLAK

September 28, 2017

H. Roger Schwall
 Assistant Director
 Office of Natural Resources
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:                             EQT Corporation
 Amendment No. 1 to Registration Statement on Form S-4
 Filed September 8, 2017
 File No. 333-219508

Dear Mr. Schwall:

On behalf of EQT Corporation (“EQT” or the “Company”), we are submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the Commission on September 8, 2017 (the “Registration Statement”) contained in your letter dated September 19, 2017 (the “Comment Letter”).

We note that, in connection with this letter, the Company is filing an amendment to the Registration Statement (“Amendment No. 2”) electronically via the EDGAR system on the date hereof.

We are separately furnishing to the Staff two courtesy copies of Amendment No. 2 marked to show the changes made to the Registration Statement.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold and corresponds to the numbered comment contained in the Comment Letter, followed by the Company’s response.  Terms not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.

General

1.                                      We note your revised disclosure in response to comment 4.  Please supplement to further explain how the board concluded that a more significant, controlling stake as a result of a potential business combination with Company B represented a less attractive alternative for the company.  Please also describe in greater detail how Company B’s recently completed transaction with “similar premiums” factored into the Rice Energy board’s determination to proceed with EQT exclusively.

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see page 63 of Amendment No. 2.

2.                                      Please also revise to address the two additional potential acquirers that were engaged at this time.

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see page 63 of Amendment No. 2.

Opinion of EQT’s Financial Advisor, page 86

EQT Financial Analyses, page 100

Opinion of Rice’s Financial Advisor, page 106

Pro Forma Merger Consequences Analysis, page 125

3.                                      We note that each of Citi and Barclays appeared to evaluate the joint findings of the EQT/Rice Energy management teams regarding the expected costs savings and operational synergies to be captured by the combined businesses.  We note further that a Form 8-K filing on July 27, 2017, submitted pursuant to Rule 425, included an EQT presentation that provides a detailed outline of various “Upside Synergy Potential” and assigns specific values to each line item.  Please expand your disclosure in this section to include such analyses, including the assumptions relied upon to arrive as such figures.  Please also revise to describe more specifically how the fairness evaluations considered these synergy projections.  We note the references to the “high potential” and “low potential” operational synergies on page 103 in the section discussing Citi analyses and the fourth bulleted item at the top of page 108 to “the pro forma impact” of Expected Synergies in your discussion of the Barclays analyses.

Response: The Registration Statement has been revised in response to the Staff’s comment in order to provide a specific quantification of EQT management’s synergies estimates made available to Citi and Barclays in connection with their respective financial analyses, which makes clear that the

2

items included under the heading “Upside Synergy Potential” in the July 27, 2017 Rule 425 filing were not included in the synergy estimates provided to either Citi or Barclays in connection with their financial analyses.  Please see pages 82, 103, 104, 105 and 108 of Amendment No. 2.

Unaudited Pro Forma Condensed Combined Financial Statements

Note 2 — Pro Forma Adjustments and Assumptions, page 169

4.                                      We note your response to prior comment 11.  Explain in further detail why the pro forma adjustments related to the expected issuance of new senior notes to fund the cash consideration required for the merger and the planned extinguishment of outstanding indebtedness of Rice Energy Inc. are necessary to provide investors with adequate financial information with which to make an investment decision.  In addition, as it relates to your planned issuance of senior notes, tell us about the basis for your expectation that longer-term traditional financing can be obtained in a capital markets transaction (e.g., an agreement as to major terms has been reached in principle).

Response: As of the date of this letter, EQT has filed a preliminary prospectus supplement with respect to a proposed issuance of senior notes in connection with the acquisition of Rice, the issuance has priced and EQT has entered into an underwriting agreement with respect thereto.  As discussed with the Staff, in light of these recent developments, EQT believes that the senior notes issuance should be reflected in the pro forma financial statements.  The Staff is also advised that EQT has revised the applicable disclosures in the Registration Statement in order to reflect the current status of the merger financing.  Please see the pro forma financial statements (beginning on page 164) and pages 16 and 128 of Amendment No. 2.

*                               *                                *                               *                                *                               *

3

We hope that the foregoing has been responsive to the Staff’s comments.  If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1347 or by email at SACohen@wlrk.com or Victor Goldfeld at (212) 403-1005 or by email at VGoldfeld@wlrk.com.

Sincerely,

/s/ Steven A. Cohen

Steven A. Cohen

cc:                                Lewis B. Gardner, EQT Corporation
 Victor Goldfeld, Wachtell, Lipton, Rosen & Katz

William E. Jordan, Rice Energy Inc.
 Stephen M. Gill, Vinson & Elkins LLP

4

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

       DIVISION OF
CORPORATION FINANCE

 September 18 , 2017
Barry Rosenstein
Managing Partner
JANA Partners LLC
767 Fifth Avenue, 8th Floor
New York, New York 10153

 Re: EQT Corporation
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on September 11 , 2017 by JANA Partners LLC
  File No.  001-03551

Dear M r. Rosenstein ,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  After reviewing any amendment to the filing and any information provide d in response
to these comments, we may have additional commen ts.  If you do not believe our comments apply to
your facts and circumstances, and/or do not believe an amendment is appropriate, please tell us why
in a written response.

Letter to Shareholders

1. Please revise to identify the proxy statement that will  ultimately  be distributed to
shareholders, as distinguished from the Schedule 14A or the letter to shareholders , as
preliminary.   The term “proxy statement” is defined under Rule 14a -1 and does not include
the letter to shareholders.   Refer  also to Rule 14a -6(e)(1) of Regulation 14A .

Preliminary Proxy Statement

2. The participant’s apparent intention to rely u pon Rule 14a -5(c) would be impermissible at
any time before the issuer distributes its proxy statement  to security holders.  If the
participant decide s to disseminate its proxy statement prior to the distribution of the issuer’s
proxy statement, the participant  must undertake to provide the omitted information in a
supplement filed as a revised definitive proxy statement and accept all legal risk for
distributing the initial definitive proxy statement without all required disclosures.  Please
advise us as to the  timing of the participant’ s anticipated proxy statement distribution.

3. Given that the disclosure provided i n observance of Rule 14a -5(c) did not specifically
reference dissenters ’ rights of appraisal, p lease advise us, with a view toward revised
disclosure, whether or not JANA has complied with Item 2 of Schedule 1 4A.

Barry Rosenstein
JANA Partners LLC
September 18 , 2017
Page 2

 4. Only one participant, Jana Partners LLC, has been identified on the cover page of Schedule
14A and within Annex 1.  Please confirm for us that Charles Penner,  who is  named as a
proxy holder on the form of pr oxy, and no other persons employed by or affiliated with Jana
Partners LLC, will be soliciting proxies on behalf of JANA Partners LLC.  Refer to Item
4(a)(2) of Schedule 14A, Instruction 3 to Item 4 of Schedule 14A, and Rule 14a -1(l) of
Regulation 14A, whi ch rule defines the term “solicit” as used in Instruction 3(a)(vi).

Proposal 1:   Share Issuance Proposal
Reasons to Vote Against the Proposed Acquisition , page 3
5. We note the reference in footnote 1 on page 2 to the Rice acquisition conference  call
conducted June 19, 2017, intended to underscore your assertion regarding the “undervalued”
EQT stock.   Please revise t o qualify this statement as a belief , and also pr ovide supplemental
support for the assertion.   Alternatively , please delete the assertion .

6. Please  supplement the existing disclosure by further explain ing the tax limitations created by
the combination that would impede an EQT separation.

Overstatement of Financial Benefits of the Acquisition, page3
7. You indicate that “[b]ased on our work to date…we estimate that actual synergies could fall
short by at least $1.3 billion.”   Please provide us with supplemental support for this internally
prepared estimate of the projected synergies , even if  this figu re is revised in the next filing .

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

  You may contact Jerard Gibson , Attorney -Advisor, at (202) 551 -3473 , H. Roger
Schwall, Assistant Director, at (202) 551 -3745 , or me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

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

cc: Marc Weingarten , Esq.
            Eleazer Klein, Esq.
 Brandon Gold, Esq.
            Schulte Roth & Zabel LLP

CORRESP
1
filename1.htm

Wachtell,   Lipton, Rosen & Katz

MARTIN   LIPTON

HERBERT   M. WACHTELL

PAUL   VIZCARRONDO, JR.

PETER   C. HEIN

HAROLD   S. NOVIKOFF
   THEODORE N. MIRVIS

EDWARD   D. HERLIHY

DANIEL   A. NEFF

ANDREW   R. BROWNSTEIN

MARC   WOLINSKY
   STEVEN A. ROSENBLUM

JOHN   F. SAVARESE

SCOTT   K. CHARLES

JODI   J. SCHWARTZ

ADAM   O. EMMERICH

GEORGE   T. CONWAY III

RALPH   M. LEVENE

RICHARD   G. MASON

MICHAEL   J. SEGAL

DAVID   M. SILK

ROBIN   PANOVKA

DAVID   A. KATZ

ILENE   KNABLE GOTTS

JEFFREY   M. WINTNER

TREVOR   S. NORWITZ

BEN   M. GERMANA
   ANDREW J. NUSSBAUM

RACHELLE   SILVERBERG

STEVEN   A. COHEN

DEBORAH   L. PAUL

DAVID   C. KARP
   RICHARD K. KIM

JOSHUA   R. CAMMAKER

MARK   GORDON

JOSEPH   D. LARSON

LAWRENCE   S. MAKOW

JEANNEMARIE   O’BRIEN

WAYNE   M. CARLIN

STEPHEN   R. DiPRIMA

NICHOLAS   G. DEMMO

IGOR   KIRMAN

JONATHAN   M. MOSES

51 WEST 52ND STREET

T.   EIKO STANGE

JOHN   F. LYNCH

WILLIAM   SAVITT

ERIC   M. ROSOF

GREGORY   E. OSTLING

DAVID   B. ANDERS

ANDREA   K. WAHLQUIST

ADAM   J. SHAPIRO

NELSON   O. FITTS

JOSHUA   M. HOLMES

DAVID   E. SHAPIRO

DAMIAN   G. DIDDEN

IAN   BOCZKO

MATTHEW   M. GUEST

DAVID   E. KAHAN

DAVID   K. LAM

BENJAMIN   M. ROTH

JOSHUA   A. FELTMAN

ELAINE   P. GOLIN

EMIL   A. KLEINHAUS

KARESSA   L. CAIN

RONALD   C. CHEN

GORDON   S. MOODIE

DONGJU   SONG

BRADLEY   R. WILSON

GRAHAM   W. MELI

GREGORY   E. PESSIN

CARRIE   M. REILLY

MARK   F. VEBLEN

VICTOR   GOLDFELD

EDWARD   J. LEE

BRANDON   C. PRICE

KEVIN   S. SCHWARTZ

MICHAEL   S. BENN

SABASTIAN   V. NILES

ALISON   ZIESKE PREISS

TIJANA   J. DVORNIC

JENNA   E. LEVINE

RYAN   A. McLEOD

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403 -1000

FACSIMILE: (212) 403 -2000

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

LEONARD M. ROSEN (1965-2014)

OF COUNSEL

WILLIAM T. ALLEN

DAVID S. NEILL

MARTIN J.E. ARMS

BERNARD W. NUSSBAUM

MICHAEL H. BYOWITZ

LAWRENCE B. PEDOWITZ

PETER C. CANELLOS

ERIC S. ROBINSON

DAVID M. EINHORN

PATRICIA A. ROBINSON*

KENNETH B. FORREST

ERIC M. ROTH

THEODORE GEWERTZ

PAUL K. ROWE

RICHARD D. KATCHER

DAVID A. SCHWARTZ

MEYER G. KOPLOW

MICHAEL W. SCHWARTZ

DOUGLAS K. MAYER

STEPHANIE J. SELIGMAN

ROBERT B. MAZUR

ELLIOTT V. STEIN

MARSHALL L. MILLER

WARREN R. STERN

PHILIP MINDLIN

PATRICIA A. VLAHAKIS

ROBERT M. MORGENTHAU

AMY R. WOLF

* ADMITTED IN THE DISTRICT OF COLUMBIA

COUNSEL

DAVID M. ADLERSTEIN

PAULA N. GORDON

AMANDA K. ALLEXON

NANCY B. GREENBAUM

LOUIS J. BARASH

MARK A. KOENIG

FRANCO CASTELLI

LAUREN M. KOFKE

DIANNA CHEN

J. AUSTIN LYONS

ANDREW J.H. CHEUNG

ALICIA C. McCARTHY

PAMELA EHRENKRANZ

S. CHRISTOPHER SZCZERBAN

KATHRYN GETTLES-ATWA

JEFFREY A. WATIKER

ADAM M. GOGOLAK

September 8,   2017

H. Roger Schwall
 Assistant Director
 Office of Natural Resources
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re:

EQT Corporation

Registration Statement on   Form S-4

Filed July 27, 2017

File No. 333-219508

Dear Mr. Schwall:

On behalf of EQT Corporation (“EQT” or the “Company”), we are submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Company’s Registration Statement on Form S-4 filed with the Commission on July 27, 2017 (the “Registration Statement”) contained in your letter dated August 24, 2017 (the “Comment Letter”).

We note that, in connection with this letter, the Company is filing an amendment to the Registration Statement (“Amendment No. 1”) electronically via the EDGAR system on the date hereof.

We are separately furnishing to the Staff two courtesy copies of Amendment No. 1 marked to show the changes made to the Registration Statement.

For the Staff’s convenience, the text of the Staff’s comment is set forth below in bold and corresponds to the numbered comment contained in the Comment Letter, followed by the Company’s response.  Terms not otherwise defined in this letter shall have the meanings set forth in the Registration Statement.

General

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

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see page 144 of Amendment No. 1.

The Merger

Background of the Merger, page 56

2.                                      Please provide us supplementally with copies of any non-public information — board 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.

Response: The presentation materials prepared by Citigroup Global Markets Inc. (“Citi”) in connection with its opinion, dated June 19, 2017, to the EQT board summarized under the caption “Opinion of EQT’s Financial Advisor” are being provided to the Staff under separate cover by counsel for Citi on a confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended.  In accordance with such Rules, counsel for Citi has requested that these materials be returned promptly following completion of the Staff’s review thereof. Such materials are not, and will not be, filed with or deemed to be part of the Registration Statement, including any amendments thereto. By separate letter, counsel for Citi also has requested confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

The confidential presentation materials prepared by Barclays Capital Inc. (“Barclays”) in connection with its opinion, dated June 19, 2017, to the board of Rice Energy Inc. (“Rice”) summarized under the caption “Opinion of Rice’s Financial Advisor” are being provided to the Staff under separate cover by counsel for Barclays on a confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rules, counsel for Barclays is requesting that these materials be returned promptly following completion of the Staff’s review thereof. Such materials are not, and will not be, filed with or deemed to be part of the Registration Statement, including any amendments thereto. Counsel for Barclays is also requesting confidential treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

2

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

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see page 58 of Amendment No. 1.

4.                                      We note from your disclosure that Company A discontinued merger negotiations in 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.

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see page 63 of Amendment No. 1.

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

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see pages 63-64 of Amendment No. 1.

6.                                      We note a number of references to “open deal points” in your later discussion in this section, after EQT and 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 value calculations reflected in the various proposals and counterproposals.

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see pages 65-68 of Amendment No. 1.

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

Response: The Staff is hereby advised that the series of calls conducted on June 4, 2017 did not impact any executive officers.

8.                                      Please expand further on the Rice Energy board’s rationale in concluding that Company 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.

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see pages 63 and 67 of Amendment No. 1.

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Opinion of EQT’s Financial Advisor, page 85

Opinion of Rice’s Financial Advisor, page 106

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

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see pages 89 and 110 of Amendment No. 1.

Unaudited Pro Forma Condensed Combined Financial Statements

Note 2 — Pro Forma Adjustments and Assumptions, page 167

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

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see pages 170-171 of Amendment No. 1.

11.                               Pro forma adjustment (c) relates to the planned issuance of new senior notes, the planned 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.

Response:  The Company respectfully advises the Staff that it believes that the planned issuance of senior notes, the planned extinguishment of indebtedness of Rice and the upsizing of EQT’s revolving credit facility are factually supportable, directly attributable to the transaction, and expected to have a continuing impact on the statement of operations and, as such, are properly included in the pro forma financial statements in accordance with Rules 11-02(a) and 11-02(b)(6) of Regulation S-X.

Financing is necessary to fund the cash portion of the merger consideration and other transactions relating to the merger.  While the Company secured bridge loan facility commitments to ensure that, together with cash on hand and borrowings under EQT’s revolving credit facility, sufficient cash would be available at closing, the interest rate and terms of the bridge facility commitments are significantly less favorable than those EQT believes it can obtain with longer-term traditional financing in a capital markets transaction.  Likewise, the interest rate and terms on the indebtedness of Rice are significantly less favorable than what EQT believes it can obtain in such a capital markets transaction given the Company’s investment grade credit rating.  As a result, the Company expects to issue new senior notes to assist in funding the cash consideration required for the merger and the extinguishment of certain Rice indebtedness in connection with closing.  The new senior notes are expected to be mandatorily redeemable in the event the merger does not close by a certain date.

4

Given these circumstances, the planned issuance of new senior notes and extinguishment of the Rice indebtedness are directly attributable to the merger.  These activities are factually supportable given the observation of current or recent interest rates, terms and capital market activity for transactions of comparable size by companies of comparable credit rating.  These transactions will have a continuing impact on the statement of operations through the reduction in interest expense as a result of these transactions.

With respect to the upsizing of EQT’s revolving credit facility, the Company completed an amendment of the facility during the third quarter in anticipation of the merger.  The amended facility currently has commitments equal to those under EQT’s previously existing facility, but includes an incremental $1 billion of commitments that will become available in connection with closing the merger.  EQT’s previously existing facility did not expire until 2019; the Company amended the facility at this time in anticipation of the merger.  As such, the planned upsizing of EQT’s revolving credit facility is directly attributable to the merger and is factually supportable with the actual interest rate and financing fees incurred on the transaction.  This upsize will have a continuing impact on the statement of operations through the amortization of the related financing fees into interest expense.

The Registration Statement has been revised in response to the Staff’s comment.  Please see pages 171-172 of Amendment No. 1.

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

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see page 173 of Amendment No. 1.

Note 4 — Supplemental Pro Forma Natural Gas, NGLs and Crude Oil Reserves Information, page 174

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

Response: The Registration Statement has been revised in response to the Staff’s comment.  Please see pages 176-178 of Amendment No. 1.

*                               *                                *                               *                                *                               *

5

We hope that the foregoing has been responsive to the Staff’s comments.  If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1347 or by email at SACohen@wlrk.com or Victor Goldfeld at (212) 403-1005 or by email at VGoldfeld@wlrk.com.

Sincerely,

/s/ Steven A. Cohen

Steven A. Cohen

cc:

Lewis B. Gardner, EQT   Corporation

Victor Goldfeld,   Wachtell, Lipton, Rosen & Katz

William E. Jordan, Rice   Energy Inc.

Stephen M. Gill,   Vinson & Elkins LLP

6

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

Mail Stop 4628
August 31, 2015

Via E -mail
Philip P. Conti
Chief Financial Officer
EQT Corporation
625 Liberty Avenue , Suite 1700
Pittsburgh, Pennsylvania  15222

Re: EQT Corp oration
 Form 10-K for Fiscal Year Ended
December 31, 2014
Filed February 12, 2015
File No. 1-03551

Dear Mr. Conti :

We have comple ted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Ethan Horowitz

        Ethan Horowitz
        Branch Chief
Office of Natural Resources

CORRESP
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filename1.htm

August 13, 2015

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Ethan Horowitz

Re:                             EQT Corporation

Form 10-K for Fiscal Year Ended

December 31, 2014

Response Dated July 22, 2015

File No. 1-03551

Ladies and Gentlemen:

Set forth below are the responses of EQT Corporation (the Company) to the comments contained in the letter from the staff (the Staff) of the Securities and Exchange Commission (SEC), dated August 3, 2015, with respect to the above-captioned filing.

For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the comment letter.  The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request.

Form 10-K for Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

Reconciliation of Non-GAAP Measures, page 37

1.                                      As part of your response to prior comment 1, you state that the non-GAAP measure “EQT Production adjusted net operating revenues” is used to evaluate earnings and cash flow trends. Please tell us whether management considers this to be a non-GAAP performance measure or liquidity measure.

Response:  The Company considers EQT Production adjusted net operating revenue to be a non-GAAP performance, not liquidity, measure.  We will revise our future disclosures to clearly indicate this by removing all references to cash flow trends.  In future filings, the Company will include the following disclosures in the Reconciliation of Non-GAAP Measures section:

EQT Production adjusted net operating revenue is presented because it is an important measure used by the Company’s management to evaluate period-over-period comparisons of earnings trends. EQT Production adjusted net operating revenue as presented excludes the revenue impact of changes in the fair value of derivative instruments prior to settlement and is net of transportation and processing costs.  Management utilizes EQT Production adjusted net operating revenue to evaluate earnings trends because the measure reflects only the impact of settled derivative contracts and thus does not burden the revenue from natural gas sales with the often volatile fluctuations in the fair value of derivatives prior

August 13, 2015

to settlement.  EQT Production adjusted net operating revenue also reflects third-party transportation and processing costs as deductions from operating revenue because management considers the net price realized for sales of products, after the costs of processing and transporting the product to sales points, to be an indicator of the quality of earnings period-over-period.  Management also considers this to be an indicator of how well the Company is utilizing its transportation and processing contracts.  The sale price for natural gas is significantly impacted by the market in which the gas is sold and the expense incurred to transport and process the gas is important in evaluating the quality of earnings period-over-period because the cost of reaching a higher priced market may exceed the incremental price benefit of that market as compared to the market where the gas is produced.  This is particularly important to natural gas producers in the Appalachian basin given pipeline constraints and the impact on pricing in the area.  Management further believes that EQT Production adjusted net operating revenue as presented provides useful information for investors for evaluating period-over-period earnings and is consistent with industry practices.

2.                                      Your response to prior comment 1 states that the presentation of third-party transportation and processing costs as deductions from operating revenues provides investors with a more meaningful approach to calculate an average realized price. Revise your disclosure to more clearly explain why management believes this presentation results in a non-GAAP measure that is more meaningful to investors.

Response:  As noted in comment 1, the sale price for natural gas is significantly impacted by the market in which the gas is sold and the expense incurred to transport and process the gas is important in evaluating the quality of earnings period-over-period because the cost of reaching a higher priced market may exceed the incremental price benefit of that market as compared to the market where the gas is produced.  This is particularly important to natural gas producers in the Appalachian basin given pipeline constraints and the impact on pricing in the area.  As indicated in the response to comment 1, the Company will revise future disclosures to include an explanation of why management believes this presentation is meaningful to investors.

Outlook, page 47

3.                                      Your response to comment 2 states that your reduced capital spending plan is expected to result in the annual conversion of approximately 20% of your proved undeveloped reserves (“PUDs”). However, your revised disclosure states that a prolonged low price environment could adversely affect the pace of development for your proved reserves. Please tell us whether your reduced capital spending plan is based on the assumption that commodity prices will stay at current levels and explain how the current price environment, if prolonged, would impact your ability to convert your PUDs in a timely manner. Also, tell us about the progress you have made in converting PUDs through June 30, 2015 compared to the development schedule in place at year-end.

Response:  The Company based its reduced capital spending plan on publicly published pricing data for future periods, most notably NYMEX natural gas forward price curves published during the month of December 2014.  As a result, we did not base our reduced capital spending plan on an assumption that commodity prices would stay at current levels but instead assumed an increase in prices over time, consistent with the published forward price curves.  This is consistent with the fact that our drilling program for any given year does not result in saleable volumes immediately, but rather results in saleable volumes approximately one year in the future.  As a

2

August 13, 2015

result, forward pricing assumptions are much more relevant to well economics than current prices or short term price fluctuations.

If the forward price curve changes to indicate prices will remain at current levels or decline further over a prolonged period, the Company will re-evaluate its capital spending plan using the best information available at that time.  This evaluation would include not only the most recent forward price curve but also any additional geological, drilling cost and other information then available.  If this evaluation results in further reductions to the capital spending plan, the Company may be unable to continue its proved undeveloped reserve conversions at the rate anticipated when it announced its reduced capital spending plan on February 5, 2015, as the Company may delay the pace of development or reduce the number of wells drilled.  However, the impact of reduced capital spending may be mitigated by a number of factors including, but not limited to, cost reductions or changes in drilling strategy as a result of new geological information.   Therefore, it is difficult to assess the impact of price changes alone on future plans.

As of June 30, 2015, the Company had converted 873 Bcfe, or approximately 15%, of the 5,913 Bcfe of proved undeveloped reserves as of December 31, 2014 to proved developed reserves.  This progress is consistent with the development schedule in place at year end.

In connection with the above response, the Company acknowledges that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

·                  The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

3

August 13, 2015

If you have any questions with respect to the foregoing responses or require further information, please contact Terri Bone, Vice President, Finance and Chief Accounting Officer, at 412-553-5785 or at tbone@eqt.com.

Very truly yours,

EQT CORPORATION

By:

/s/ Philip P. Conti

Philip P. Conti, Senior   Vice President and Chief Financial Officer

cc:                                Lewis B. Gardner, General Counsel and Vice President, External Affairs

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August 3, 2015

Via E -mail
Philip P. Conti
Chief Financial Officer
EQT Corporation
625 Liberty Avenue
Suite 1700
Pittsburgh, Pennsylvania  15222

Re: EQT Corp oration
 Form 10-K for Fiscal Year Ended
December 31, 2014
 Response Dated July 22, 2015
File No. 1-03551

Dear Mr. Conti :

We have reviewed  your July 22, 2015  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments appl y to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our July 9, 2015
letter.

Form 10 -K for Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
33

Reconciliation of Non -GAAP Measures, page 37

1. As part of  your response to prior comment 1, you state that the non -GAAP measure
“EQT Production adjusted net operating revenues ” is used to evaluate earnings and cash
flow trends.  Please tell us whether management considers this to be a non -GAAP
performance measure or liquidity mea sure.

Philip P. Conti
EQT Corporation
August 3, 2015
Page 2

 2. Your response to prior comment 1 states that  the presentation of third -party transportation
and processing costs as deductions from operating revenues provides investors with a
more meaningful approach to calculate an average realized price . Revise your disclosure
to more clearly explain why management believes this presentation results in a non-
GAAP measure that is more meaningful  to investors.

Outlook, page 47

3. Your response to comment 2 states that your reduced capital spending plan is ex pected to
result in the  annual  conversion of approximately 20% of your proved undeveloped
reserves  (“PUDs ”).  However, your revised disclosure states that a prolonged low price
environment could adversely affect the pace of development for your proved rese rves.
Please tell us whether your reduced capital spending plan is based on  the assumption that
commodity prices  will stay  at current levels and explain how the current price
environment, if prolonged, would impact your ability to convert your PUDs in a t imely
manner.   Also, tell us about the progress you have made in converting PUDs through
June 30, 2015 compared to the development schedule in place at year -end.

You may contact Diane Fritz, Staff Accountant,  at (202) 551 -3331 or me at  (202) 551 -
3311 with  any questions .

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief

CORRESP
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filename1.htm

July 22, 2015

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Ethan Horowitz

Re:       EQT Corporation

Form 10-K for Fiscal Year Ended

December 31, 2014

Filed on February 12, 2015

File No. 1-03551

Ladies and Gentlemen:

Set forth below are the responses of EQT Corporation (the Company) to the comments contained in the letter from the staff (the Staff) of the Securities and Exchange Commission (SEC), dated July 9, 2015, with respect to the above-captioned filing.

For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the comment letter.  The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request.

Form 10-K for Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

Reconciliation of Non-GAAP Measures, page 37

1.                                    Please revise to provide additional disclosure explaining how the non-GAAP measure “EQT Production adjusted net operating revenues” provides useful information to investors regarding your financial condition and results of operations.  Refer to Item 10(e)(1)(i)(C) of Regulation S-K.  As part of your revised disclosure, please revise to more clearly explain why management reviews and reports the EQT Production segment results with third-party transportation and processing costs reflected as a deduction from operating revenues.

Response:  As noted on page 35 of the Company’s Form 10-K for the fiscal year ended December 31, 2014 (2014 Form 10-K), “EQT Production adjusted net operating revenues are presented because it is an important measure used by the Company’s management to evaluate period-to-period comparisons of earnings.”  As further noted on page 38 of the 2014 Form 10-K, “The Company’s management reviews and reports the EQT Production segment results with third-party transportation and processing costs reflected as a deduction from operating revenues as management believes this presentation provides a more useful view of average net sales price and is consistent with industry practices.”    In future filings, the Company will add the following additional disclosures in the Reconciliation of Non-GAAP Measures section:

July 22, 2015

“EQT Production adjusted net operating revenues are presented because it is an important measure used by the Company’s management to evaluate period-to-period comparisons of earnings and cash flow trends. EQT Production adjusted net operating revenues as presented includes the net cash settlements received (paid) on derivatives and includes transportation and processing costs, as reported in EQT Production segment results,  reflected as a deduction from operating revenues.  Management believes that the presentation of EQT Production adjusted net operating revenues that reflect only the cash activity of settled derivatives contracts provides useful information for investors to evaluate cash flow trends and is consistent with industry practices.  Management also believes that the presentation of third-party transportation and processing costs as deductions from operating revenues provide investors with a more meaningful approach  to calculate an average realized price for the period(s) presented and is consistent with industry practices.”

Beginning with the Company’s Form 10-Q for the quarter ended March 31, 2015 (First Quarter Form 10-Q), the EQT Production segment results now reflect third-party transportation and processing costs as a separate line item within operating expenses, rather than as a deduction from operating revenues.  The calculation of EQT Production adjusted net operating revenues in the First Quarter Form 10-Q includes a deduction from operating revenues for third-party transportation and processing costs as a separate line item.

Outlook, page 47

2.                                    We note that your proved undeveloped reserves (“PUDs”) increased due to extensions and discoveries of 2,158 Bcfe and 2,829 Bcfe during the fiscal years ended December 31, 2013 and 2014, respectively.  As a result, PUDs increased by approximately 67% in 2013 and 65% in 2014.  Please tell us how your decision to reduce your capital expenditure spending plan in response to decreases in commodity prices will impact your ability to develop your new PUDs in a timely manner.  As part of your response, please tell us whether this change to your capital expenditure spending plan was made in anticipation of an improvement in commodity prices over the term of your development plan.  In addition, please explain how your development plan will be affected if commodity prices remain at current levels. Refer to Rule 4-10(a)(31) of Regulation S-X.

Response:  The Company does not believe its decision to reduce its 2015 capital expenditure spending  plan in response to decreases in commodity prices will impact its ability to develop the Company’s PUDs in a timely manner.  The Company determined its PUD reserves as of December 31, 2014 in accordance with SEC guidelines and the PUD reserves are aligned with the Company’s reduced capital spending plan, which is expected to result in the conversion of approximately 20% of proved undeveloped reserves to proved developed reserves annually.  The Company based its reduced capital plan on the best information available at the time, including market data relative to future commodity pricing.  A prolonged low price environment could reduce the Company’s future pace of development.

The Company also plans to add the following disclosure in the “Outlook” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning with the Company’s Form 10-Q for the quarter ended June 30, 2015:

“A prolonged low price environment could adversely affect the pace of the development of the Company’s reserves.”

2

July 22, 2015

Financial Statements and Supplementary Data

Statements of Consolidated Income, page 64

3.                                    We note that you generate revenue from the sale of natural gas, natural gas liquids, and oil and from midstream services.  Please tell us how you considered separately disclosing revenue from the sale of products and revenue from services on the face of your statements of consolidated income.  Refer to Rule 5-03(b)(1) of Regulation S-X.

Response:  We acknowledge the Staff’s comment.  Recent growth in our pipeline service business, together with decreased commodity prices result in service revenues of slightly over 10% of our total operating revenues.  In future filings, the Company will separately disclose on the face of the Statements of Consolidated Income revenues from the sale of products and revenues from services.

Notes to Consolidated Financial Statements

Note 21 – Natural Gas Producing Activities, page 110

Production Costs, page 110

4.                                    Please revise your disclosure of capitalized costs relating to oil- and gas-producing activities to separately disclose capitalized costs of unproved properties.  Refer to FASB ASC 932-235-50-14.

Response:  The Company separately disclosed capitalized costs of unproved properties under the Summary of Significant Accounting Policies footnote on page 72 in the 2014 Form 10-K.  In future filings, the Company will add the same disclosure to the Natural Gas Producing Activities footnote.

Reserve Information, page 111

5.                                    Please revise your disclosure of changes in the net quantities of proved reserves to separately disclose proved developed and proved undeveloped reserve quantities and to present the total quantity of proved reserves by line item for all products (i.e., natural gas, natural gas liquids, and oil).  Refer to FASB ASC 932-235-50-4 and 932-235-55-2.

Response:  We acknowledge the Staff’s comment and will modify the disclosure of changes in the net quantities of proved reserves in our future Form 10-K filings to separately disclose the proved developed and proved undeveloped reserve quantities and present the total quantity of proved reserves by line items for all products.

3

July 22, 2015

In connection with the above response, the Company acknowledges that:

·                 The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                 Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

·                 The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

If you have any questions with respect to the foregoing responses or require further information, please contact Terri Bone, Vice President, Finance and Chief Accounting Officer, at 412-553-5785 or at tbone@eqt.com.

Very   truly yours,

EQT   CORPORATION

By:

  /s/   Philip P. Conti

Philip   P. Conti, Senior Vice President and Chief Financial Officer

cc:                              Lewis B. Gardner, General Counsel and Vice President, External Affairs

4

July 9, 2015

Via E -mail
Philip P. Conti
Chief Financial Officer
EQT Corporation
625 Liberty Avenue
Suite 1700
Pittsburgh, Pennsylvania  15222

Re: EQT Corp oration
 Form 10-K for Fiscal Year Ended
December 31, 2014
Filed February 12, 2015
File No. 1-03551

Dear Mr. Conti :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please te ll us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Ope rations, page
33

Reconciliation of Non -GAAP Measures, page 37

1. Please revise to provide additional disclosure explaining how the non -GAAP measure
“EQT Production adjusted net operating revenues” provides useful information to
investors regarding your financial condition and results of operations .  Refer to Item
10(e)(1)(i)(C) of Regulation S -K.  As part of your revised disclosure, please revise to
more clearly explain why management reviews and reports the EQT Production segment
results with third -party transportation and processing cost s reflected as a deduction from
operating revenues.

Philip P. Conti
EQT Corporation
July 9, 2015
Page 2

 Outlook, page 47

2. We note that your proved undeveloped reserves (“PUDs”) increased due to extensions
and discoveries of 2,158 Bcfe and 2,829 Bcfe during the fiscal ye ars ended December 31,
2013 and 2014, respectively.  As a result, PUDs increased by approximately 67% in 2013
and 6 5% in 2014.   Please tell us how your decision to reduce your capital expenditure
spending plan in response to decreases in commodity prices w ill impact your ability to
develop your new PUDs in a timely manner.  As part of your response, please tell us
whether this change to your capital expenditure spending plan was made in anticipation
of an improvement in commodity prices over the term of you r development plan .  In
addition, please  explain how your development plan will be affected if commodity prices
remain at current levels.  Refer to Rule 4 -10(a)(31) of Regulation S -X.

Financial Statements and Supplementary Data

Statements of Consolidated  Income, page 64

3. We note that you generate revenue from the sale of natural gas, natural gas liquids, and
oil and from midstream services.  Please tell us how you considered separately disclosing
revenue from the sale of products and revenue from services on the face of your
statements of consolidated income.  Refer to Rule 5 -03(b)(1) of Regulation S -X.

Notes to  Consolidated Financial Statements

Note 21 – Natural Gas Producing Activities, page 110

Production Costs , page 110

4. Please revise your disclosure of capitalized costs relating to oil - and gas -producing
activities to separately disclose capitalized costs of unproved properties .  Refer to FASB
ASC 932-235-50-14.

Reserve Information, page 111

5. Please revise your disclosure of changes in the net quantities of proved reserves to
separately disclose proved developed and proved undeveloped reserve quantities and to
present the total quantity of proved reserves by line item for all products (i.e., natural gas,
natural gas liquids, and oil).  Refer to FASB AS C 932 -235-50-4 and 932 -235-55-2.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since t he 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.

Philip P. Conti
EQT Corporation
July 9, 2015
Page 3

 In responding to our comments, please provide  a written statement fro m the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Diane Fritz, Staff Accountant , at (202) 551-3331 or me at  (202) 551-
3311 with any questions .

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief

October  3, 201 4

Via E-mail
Mr. Philip P. Conti
Chief Financial Officer
EQT Corporation
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222

Re: EQT Corporation
 Form 10-K for Fiscal Year End ed
December 31, 201 3
Filed on February 2 0, 2014
File No. 001-03551

Dear Mr. Conti :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose  the Commission from taking
any action with respect to the company or 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
federal securities laws of the United States.   We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Brad Skinner

 Brad Skinner
Senior Assistant Chief Accountant

cc:  Theresa Bone

CORRESP
1
filename1.htm

September 15, 2014

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Brad Skinner

Re:       EQT Corporation

Form 10-K for Fiscal Year Ended

December 31, 2013

Filed on February 20, 2014

File No. 001-03551

Ladies and Gentlemen:

Set forth below are the responses of EQT Corporation (the Company) to the comments contained in the letter from the staff (the Staff) of the Securities and Exchange Commission (SEC), dated September 3, 2014, with respect to the above-captioned filing.

For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the comment letter.  The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request.

Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2013

Properties, page 22

Natural gas, BTU premium, NGL and crude oil production and pricing, page 23

1.   Please provide, as supplemental information, a reconciliation of total natural gas and oil production quantities for 2013 per the presentations on pages 25 and 109 to corresponding amounts appearing in the tables on pages 34 and 36.

Response:  Please find below a reconciliation of total natural gas and oil production for 2013 from the presentations on pages 25 and 109 of the Company’s 2013 Annual Report on Form 10-K (Form 10-K) to the corresponding total sales volumes presented on pages 34 and 36 of the Form 10-K.  In 2013, the Company sold natural gas, natural gas liquids (NGLs) and oil.  While the Company extracts natural gas and oil directly through its wells, NGLs result from the processing of the Company’s higher British thermal unit (BTU) content natural gas by a third party processor. For purposes of the presentations included in the Form 10-K, NGLs and oil are converted to Mcfe at the rate of six Mcfe per barrel sold.

2013 Volumes (MMcfe)

Produced natural gas (page 109)

365,493

Produced oil (page 109, as converted)

1,619

Natural gas and oil production-2013   (page 25)

367,112

Shrinkage, company usage and line loss

(16,799)

Processed NGLs sales volume (page 34)

27,860

Total sales volumes (pages 34 and 36)

378,173

EQT Corporation  I  EQT Plaza  I  625 Liberty Avenue  I  Suite 1700  I  Pittsburgh, PA   15222

T 412.553.5700   I  F 412.553.5757   I  www.eqt.com

2.   The presentation on page 25 presents production quantities on a combined basis, while the presentations on pages 34 and 36 appear as though they may include volumes in excess of your actual production.  In view of this, explain to us which of the presentations on pages 25, 34 or 36 is intended to satisfy the requirements of Item 1204(a) of Regulation S-K.  In this regard, note that you are required to disclose production, by final product sold, on an “as sold” basis.

Response:  The Company disclosed the “as sold” volumes by final product from the Appalachian Basin on pages 34 and 36 in the Form 10-K, but presented only produced volumes on page 25.  In future filings, the Company will also present the amounts on page 25 on an “as sold” basis.

Form 8-K dated July 24, 2014

Exhibit 99.1

3.   The financial measures provided in Exhibit 99.1 include a presentation of adjusted cash flow per share.  Please note that presentation of cash flow per share is not consistent with the guidance in Compliance and Disclosure Interpretation 102.05 or Financial Reporting Codification 202.4.  Please revise your presentation accordingly.

Response: The Company acknowledges the Staff’s comment. In future documents furnished or filed with the SEC, the Company will not include the presentation of cash flow per share.

In connection with the above response, the Company acknowledges that:

·                  The Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC from taking any action with respect to the filings; and

·                  The Company may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

If you have any questions with respect to the foregoing responses or require further information, please contact Terri Bone, Vice President, Finance and Chief Accounting Officer, at 412-553-5785 or at tbone@eqt.com.

Very truly yours,

EQT CORPORATION

By:

  /s/ Philip P. Conti

Philip P. Conti, Senior Vice President and Chief   Financial Officer

cc: Lewis B. Gardner, General Counsel and Vice President, External Affairs

2

September 3, 201 4

Via E-mail
Mr. Philip P. Conti
Chief Financial Officer
EQT Corporation
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222

Re: EQT Corporation
 Form 10-K for Fiscal Year End ed
December 31, 201 3
Filed on February 2 0, 2014
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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our co mments apply to 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 filing and the information you provide in
response to these comments, we may have addi tional comments.

Annual Report on Form 10 -K for the Fiscal Year Ended December 31, 2013

Properties, page 22

Natural gas, BTU premium, NGL and crude oil production and pricing, page 23

1. Please provide , as supplemental information , a reconcili ation of total natural gas and oil
production quantities for 2013 per the presentations on pages 25 and 109 to
corresponding amounts appearing in the tables on pages 34 and 36.

2. The presentation on page 25 presents production quantities on a combined basis , while
the presentations on pages 34 and 36 appear as though they may include volumes in
excess of your actual production.  In view of this, explain to us which of the presentations
on pages 25, 34 or 36 is intended to satisfy the requirements of Item 1204(a) of

Philip P. Conti
EQT Corporation
September 3 , 2014
Page 2

 Regulation S -K.  In this regard, note that you are required disclose production, by final
product sold, on an “as sold” basis.

Form 8 -K dated July 24, 2014

Exhibit 99.1

3. The financial measures provided in Exhibit 99.1 include a presentation of adjusted cash
flow per share.  Please note that presentation of cash flow per share is not consistent with
the guidance in Compliance and Disclosure Interpretation 102.05 or Financia l Reporting
Codification 202.04.  Please revise your presentation accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities E xchange Act of
1934 and all applicable Exchange Act rules require.   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 provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of t he United States.

You may contact Wei Lu, Staff Accountant, at (202) 551 -3725  or me, at (202) 551 -3489
if you have questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Brad Skinner

 Brad Skinner
Senior Assistant Chief Accountant

cc:  Theresa Bone

August 27, 2013

Via E -mail
David Porges
Chief Executive Officer and President
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222

Re: EQT Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 21, 2013
File No. 001 -03551

EQT Midstream Partners, LP
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed February 21, 2013
File No. 001 -35574

Dear Mr. Porges :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defe nse in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
1
filename1.htm

August 13, 2013

Securities and Exchange Commission

Divison of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Jennifer Thompson

Re:                        EQT Corporation

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 21, 2013

File No. 001-03551

EQT Midstream Partners, LP

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 21, 2013

File No. 001-35574

Ladies and Gentlemen:

Set forth below is the response of EQT Corporation (“EQT”) and EQT Midstream Partners, LP (the “Partnership”) to the comment contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated August 5, 2013, with respect to the above-captioned filings.

For your convenience, we have repeated in bold type the comment exactly as set forth in the comment letter.  The response to the comment is set forth immediately below the text of the comment.

Item 8. Financial Statements and Supplementary Data, page 59

Notes to Consolidated Financial Statements, page 68

Note 6. Proposed Sale of Properties and Sales of Properties, page 84

1. As part of your disclosure surrounding the anticipated sale of Equitable Gas Company, LLC and Equitable Homeworks, LLC, we note you have concluded that the regulatory approval process could prevent the closing of the transaction. As a result, you have not classified the disposal group as held for sale in your financial statements, and do not intend to do so until you make satisfactory progress in the regulatory process. Please tell us more about the factors that resulted in this accounting treatment conclusion. As part of your response, please also tell us what consideration you gave to the implementation guidance in ASC 360-10-55-44 through 45 when arriving at you conclusion.

1

August 13, 2013

Response:  On December 19, 2012, EQT and its direct wholly-owned subsidiary, Distribution Holdco, LLC (Holdco), executed a definitive agreement (the Master Purchase Agreement) with PNG Companies LLC (PNG Companies), the parent company of Peoples Natural Gas Company LLC (Peoples), pursuant to which EQT and Holdco agreed to transfer 100% of their ownership interests of Equitable Gas Company, LLC and Equitable Homeworks, LLC (collectively, the Disposal Group) to PNG Companies in exchange for cash and other assets of, and new commercial arrangements with, PNG Companies and its affiliates.  The transaction (or portions thereof) requires the approval of the Pennsylvania Public Utility Commission, the West Virginia Public Service Commission, the Kentucky Public Service Commission and the Federal Energy Regulatory Commission.  The transaction was also subject to review under the Hart-Scott-Rodino Antitrust Improvements Act.

EQT evaluated the transaction using the guidance in ASC 360-10-45-9, which sets forth the criteria that must be satisfied for a long-lived asset to be classified as held for sale.  As of February 21, 2013, EQT concluded that the requirements of ASC 360-10-45-9(a) through (c) and ASC 360-10-45-9(e) were satisfied, but that the requirements of ASC 360-10-45-9(d) and ASC 360-10-45-9(f) were not.  As a result, EQT did not classify the Disposal Group as held for sale.

Under the express terms of ASC 360-10-45-9(d), the sale of the asset must be probable, and the transfer of the asset must be expected to qualify for recognition as a completed sale within one year.  Consistent with the guidance of ASC 360-10-55-44 through 45, EQT did not base its determination on the fact that the regulatory approval process could extend the timeframe beyond one year.  EQT concluded that the transaction did not qualify as probable as a result of uncertainties associated with the receipt of the required regulatory approvals.  Each of the regulators has, and has exercised, significant discretion to determine not to approve a transaction or to impose additional, potentially burdensome, conditions or terms on a transaction.

By way of example, in March 2006, EQT entered into an agreement to acquire Peoples and an affiliate from Dominion Resources, Inc. (Dominion), the owner of Peoples at that time.  After unsuccessfully pursuing regulatory approvals for almost two years, EQT and Dominion agreed to terminate their transaction in January 2008.  Later in 2008, Dominion entered into an agreement to sell Peoples and its affiliate to the owner of PNG Companies.  Regulatory approval for the sale of the affiliate was denied.  The regulatory approvals required for the 2006 and 2008 transactions were similar to the regulatory approvals required for the current transaction.

These examples demonstrate an active regulatory environment in the context of “plain vanilla” transactions (i.e. sales of utilities for cash). The current transaction is more complex as it involves the sale of a utility in exchange for, among other things, assets, including FERC-regulated assets, and contracts with other utilities.  Considering these facts in the context of the uncertainties associated with receipt of the regulatory approvals, EQT determined that it was premature to conclude that the current transaction satisfied the requirements of ASC 360-10-45-9(d).

2

August 13, 2013

In order to satisfy ASC 360-10-45-9(f), actions required to complete a plan must indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.  The regulatory approval processes involve input from all affected constituencies (e.g. customers, suppliers, competitors, employees, affected communities, etc.), and the views of those affected constituencies influence the decisions of the regulators.  As indicated above, each of the regulators has, and has exercised, broad discretion to determine not to approve a transaction or to impose additional, potentially burdensome, conditions or terms on a transaction.  Each of EQT and PNG Companies has the right to terminate the transaction if conditions or modified terms are overly burdensome. The regulators can also influence the likelihood of completion of the transaction by extending the regulatory review over a prolonged period of time.  Each of EQT and PNG Companies also has the right to terminate the transaction if the regulatory approvals have not been received by specified dates.  Accordingly, EQT concluded that the transaction did not meet the requirements of ASC 360-10-45-9(f) because the regulatory approval processes could result in significant changes to the plan or in a withdrawal of the plan.

For the reasons discussed above, EQT believes that its presentation of the Disposal Group in the December 31, 2012 Form 10-K was appropriate.

EQT evaluates the presentation of the Disposal Group on a quarterly basis and will reclassify the Disposal Group to held for sale and make all required disclosures if and when all of the criteria in ASC 360-10-45-9 are satisfied.

In connection with the above response, EQT and the Partnership acknowledge that:

·                 EQT and the Partnership are responsible for the adequacy and accuracy of the disclosure in their respective filings;

·                 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·                 EQT and the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions with respect to the foregoing response or require further

3

August 13, 2013

information, please contact Terri Bone, Vice President and Corporate Controller, at 412-553-5785 or at tbone@eqt.com.

Very truly yours,

EQT Corporation

/s/ Philip P. Conti

Philip P. Conti

Senior Vice President   and Chief Financial
   Officer

EQT Midstream Partners,   LP

By: EQT Midstream   Services, LLC, its general
   partner

/s/ Philip P. Conti

Philip P. Conti

Senior Vice President   and Chief Financial
   Officer

cc:                              Lewis B. Gardner, General Counsel and Vice President, External Affairs

4

August 5 , 2013

Via E -mail
David Porges
Chief Executive Officer and President
EQT Corporation
625 Liberty Avenue, Suite 1700
Pittsburgh, PA 15222

Re: EQT Corporation
 Form 10-K for the  Fiscal Year Ended December 31, 2012
Filed February 21, 2013
File No. 001 -03551

EQT Midstream Partners, LP
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed February 21, 2013
File No. 001 -35574

Dear Mr. Porges :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested informatio n, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to 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 filing and the information you provide in
response to this comment, we may have  additional comments.

Item 8. Financial Statements and Supplementary Data, page 59

Notes to Consolidated Financial Statements, page 68

Note  6. Proposed Sale of Properties and Sales of Properties, page 84

1. As part of your disclosure surrounding the anticipated sale of Equitable Gas Company,
LLC and Equitable Homeworks, LLC, we note you have concluded that the regulatory
approval process could prevent the closing of the transaction.  As a result, you have not
classified the disposal group as held for sale in your financial statements, and do not
intend to do so until you make satisfactory progress in the regulatory process.  Please tell

David Porges
EQT Corporation
EQT Midstream Partners, LP
August 5 , 2013
Page 2

 us more about the factors that resulted in this accounting treatment conclusion.  As part of
your response, please also tell us what consideration you gave to the implementation
guidance in ASC 360 -10-55-44 through 45 when arriving at you conclusion.

We urge al l persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 comment, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Jason Niethamer,  Assistant Chief Accountant,  at 202-551-3855  or Yong
Kim, Staff Accountant, at 202-551-3323  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact me at 202-551-3737  with any other
questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

April 26, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson Accounting Branch Chief
 Via E-mail

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

CORRESP
1
filename1.htm

April 23, 2012

Securities and Exchange Commission

Divison of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention: Jennifer Thompson

Re:

EQT   Corporation

Form 10-K for the Fiscal Year Ended December 31,   2011

Filed February 16, 2012

File No. 001-03551

Ladies and Gentlemen:

Set forth below are the responses of EQT Corporation (the “Company”) to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated April 9, 2012, with respect to the above-captioned filing.

For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the comment letter.  The Company’s response to each comment or request is set forth immediately below the text of the applicable comment or request.

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 compensation included in this account, please tell us whether any other single item is in excess of 5% of total current liabilities. If so, please separately disclose such item consistent with the guidance in Rule 5-02.20 of Regulation S-X.

Response:   The only single item in excess of 5% of total current liabilities included in the Other Current Liabilities line of our balance sheet is the disclosed $85 million of incentive compensation.  No other single item in the Other Current Liabilities line of our balance sheet is in excess of 5% of total current liabilities.  We acknowledge our responsibility to separately disclose single items in excess of 5% of total current liabilities in accordance with the guidance in Rule 5-02.20 of Regulation S-X and will continue to do so in future filings.

EQT Corporation   I  625 Liberty Avenue Suite 1700   I  Pittsburgh, PA   15 222-3111

T 412.553.5700   I  F 412.553.5757   I  www.eqt.com

1

Note 5. Sale of Properties, page 78

2. We note your sale of the Big Sandy Pipeline (Big Sandy) for $390 million, which resulted in a pre-tax gain of $180.1 million. 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 rate making process. In your response, please clarify whether an obligation exists to pass along all or part of this gain to the rate payers. Please be detailed in your response as we may have further substantive comment.

Response:   The gain from the sale of the Big Sandy Pipeline mentioned in Note 5. Sale of Properties, page 78 of our Form 10-K for the fiscal year ended December 31, 2011, has had, and will have, no impact on the rates Equitrans, L.P., our Federal Energy Regulatory Commission (“FERC”)-regulated transmission, storage and gathering system (“Equitrans”), charges to its customers.  Moreover, Equitrans is under no obligation to pass along all or part of such gain to its ratepayers.

The $180.1 million gain realized by Equitrans resulted from the sale of all of Equitrans’ ownership interests in its subsidiary, Big Sandy Pipeline, LLC (“Big Sandy Company”) to Spectra Energy Partners, LP.  This sale of the ownership interests in Big Sandy Company occurred subsequent to Equitrans’ transfer of the interstate natural gas pipeline facilities known as the “Big Sandy Pipeline” to Big Sandy Company authorized by the FERC on April 5, 2011 in Docket No. CP11-43-000.  See Equitrans, LP, 135 FERC ¶ 62,006 (2011).The FERC is aware of this transaction and no indication has been given by the FERC that any of the $180.1 million gain needs to be refunded to ratepayers.

When Equitrans initially built the Big Sandy Pipeline, prior to the transfer of the facilities to Big Sandy Company, the capital costs to construct the Big Sandy Pipeline were provided through funds Equitrans had on hand and funds borrowed under Equitrans’ short-term financing arrangements with the Company.  See Equitrans, LP, Application for a Certificate of Public Convenience and Necessity, Docket No. CP06-275-000, at 20-21 (May 10, 2006).  Thus, Equitrans and its shareholders assumed full responsibility for financing the construction of 100% of the Big Sandy Pipeline facilities, and none of the costs to construct the facilities were borne by ratepayers on either Equitrans’ existing system or on the separate Big Sandy Pipeline.

The FERC does not generally require interstate pipelines to pass through to customers a gain on the sale of jurisdictional facilities where the assets were financed by the pipeline’s shareholders, rather than its ratepayers.  “Under longstanding FERC policy, pipelines have not been required, absent special circumstances . . . , to pass through to their shippers gains from the sale of jurisdictional assets.” Williams Gas Processing, 87 FERC ¶ 61,144, at 61,594 (1999) (gain realized on sale of a gathering system not required to be passed through to ratepayers); East Tennessee Natural Gas Co., 75 FERC ¶ 61,110, at 61,369 (1996) (shareholders retained gain of $414,926 on the sale of twelve miles of lateral line); El Paso Natural Gas Co., 46 FERC ¶ 61,358,

2

at 62,098 (1989) (pipeline’s shareholders required to take either gain or loss on sale of operating unit); Florida Gas Transmission Co., 20 FERC ¶ 61,298, at 61,581 (1982).

The FERC’s policy of permitting the shareholders of an interstate pipeline to retain a gain on the sale of jurisdictional property is reflected in its accounting regulations at 18 C.F.R. Part 201 and Gas Plant Instruction No. 5(F), contained in 18 C.F.R. Part 201.  See also  Florida Gas Transmission Co., Opinion No. 144-A, 24 FERC ¶ 61,005, at 61,029-61,030 (1983)  (“Under the accounting regulations, the realization of a gain or a loss on the sale of operating facilities, relative to the depreciated original cost of those facilities, is without significance to ratepayers.”)

The FERC required interstate pipelines to pass on such gains only under rare circumstances not present in this instance.  For example, where a pipeline’s abandonment and sale of 660 miles of pipeline resulted in substantial increased costs for ratepayers, the FERC required the gain realized on the transaction to benefit the ratepayers by reducing the pipeline’s rate base.  El Paso Natural Gas Co., 1 FERC ¶ 61,108 (1977).  In a sale and leaseback transaction where the FERC found that a utility’s ratepayers would pay the additional costs of the lease, the utility was required to use the gain on the sale of the leased assets to offset the costs of the lease.  Blue Ridge Power Agency, 57 FERC ¶ 61,100, at 61,373 (1991).  However, where “all that is involved is the simple sale of an asset, this transaction, in and of itself, does not subject ratepayers to additional costs or losses.”  Trunkline Gas Co., 90 FERC ¶ 61,017, at 61,100-01 (2000).

In this instance, Equitrans’ ratepayers bore neither the responsibility for the capital costs to construct the Big Sandy Pipeline, nor any risk of losses from the transactions leading up to the sale of Big Sandy Company to Spectra Energy Partners, LP, which resulted in the $180.1 million gain.  Thus, the gain has had, and will have, no impact on the FERC’s ratemaking process and Equitrans does not have an obligation to pass along all or part of the gain to its ratepayers.

Note 23. Subsequent Events, page 105

3. We note that you intend to contribute approximately 29% of the Midstream segment’s assets to EQT Midstream Partners, LP as part of the proposed underwritten 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 differently 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.

Response:  We currently disclose three reportable segments:  EQT Production, EQT Midstream and Distribution.  We do not expect that the contribution of certain Midstream segment assets to EQT Midstream Partners, LP (“EQM”) on the closing of the initial public offering will change our three reportable segments.  However, we

3

anticipate the chief operating decision maker will begin separately assessing the performance of, and resource allocation to, EQM.  As a result, the existing EQT Midstream operating segment will be separated into two operating segments, EQM and Other Midstream.  The EQM and Other Midstream operating segments will be aggregated into a single midstream reporting segment as these operating segments meet the requirements under ASC 280-10-50-11.  ASC 280-10-50-11 states that:

Two or more operating segments may be aggregated into a single operating segment if aggregation is consistent with the objective and basic principles of this Subtopic, if the segments have similar economic characteristics, and if the segments are similar in all of the following areas:

a. The nature of the products and services
 b. The nature of the production processes
 c. The type or class of customer for their products and services
 d. The methods used to distribute their products or provide their services
 e. If applicable, the nature of the regulatory environment, for example, banking, insurance, or public utilities.

We believe the two Midstream operating segments qualify for aggregation.  EQT’s operating segments are evaluated on their contribution to the Company’s consolidated results based on operating income.  Historically, EQM and Other Midstream have exhibited a similar ratio of operating income to total revenues.    We expect a similar correlation in the future.  As such, we believe the two operating segments have similar economic characteristics.  They offer similar gas transportation services and the processes to provide those services.  Both operating segments provide services for EQT Production and third party customers.  While EQM will initially be comprised of FERC-regulated businesses and our other midstream operations are predominantly comprised of unregulated businesses, we believe that several anticipated future “drop downs” of unregulated assets from EQT to EQM will eliminate this distinction.  We believe it is likely that over time EQM will hold regulated and unregulated gathering, transmission and storage businesses.

Once the initial public offering of EQM is complete, we intend to provide the following disclosure in the segment footnote in EQT’s subsequent periodic filings:

The chief operating decision maker began separately assessing the performance of and resource allocation to the EQM operating segment.  As a result, the midstream operating segment was separated into two operating segments, EQM and Other Midstream.  The EQM and Other Midstream operating segments are aggregated into a single midstream reporting segment due to similar financial and operating characteristics.

While there are a number of publicly traded midstream master limited partnerships (“MLP”), few have a relationship with their sponsor that is similar to the relationship between us and EQM, e.g., a predominantly exploration and production sponsor

4

establishes a pipeline MLP. Our structure and intended reporting approach is most similar to the structure and approach used by Anadarko Petroleum Corporation (“Anadarko”) with its MLP.  Like us, Anadarko had three reporting segments, including one midstream segment.  In 2011, Anadarko’s chief operating decision maker began separately assessing the performance of its MLP, and thereafter Anadarko separated its one midstream segment into two operating segments and then aggregated them into one reportable segment as described above.

4. We note the disclosure elsewhere in your filing that you decided in January 2012 to suspend development in the Huron play indefinitely, 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 resulted in any asset impairments or any changes in your depletion rates in the first quarter of 2012, and briefly explain why or why not.

Response:   We performed an impairment analysis of our Huron play in accordance with ASC 360-10-35, Impairment or Disposal of Long Lived Assets, as of December 31, 2011 and again during the first quarter of 2012.  In both instances, the undiscounted future cash flows were greater than the asset’s carrying value and therefore no impairment was required.  Despite recent low natural gas prices, our Huron play still produces positive cash flows due to a large number of producing wells, low operating costs and liquids rich content of the natural gas.

All of the acreage in our Huron play is classified as proved acreage.  As a result, there were no impairment charges to unproved acreage in the Huron play as a result of our suspending Huron development.

The decision to suspend Huron development, as well as lower natural gas prices, resulted in decreased proved reserves for the Huron play.  The decreased Huron reserves were a small contributor to the increase in our overall depletion rate for the first quarter of 2012.  Even after these adjustments, depletion rates for the Huron field were lower than the Company’s overall average per unit depletion rate of $1.54/mcfe for the quarter ended March 31, 2012.

In connection with the above responses, the Company acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

5

If you have any questions with respect to the foregoing responses or require further information, please contact the undersigned at (412) 553-5863.

Very   truly yours,

EQT   Corporation

By:

/s/   Philip P. Conti

Philip   P. Conti,

Senior   Vice President and Chief Financial Officer

cc:                                Lewis B. Gardner, General Counsel and Vice President, External Affairs

6

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.

Mail Stop 3561
June 10, 2009
 Philip P. Conti Senior Vice President, Chief Financial Officer  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
File No. 1-3551
 Dear Mr.Conti:
 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
Sincerely,
    H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

May 27,
2009

Mr. H.
Christopher Owings

Assistant Director

Securities and Exchange Commission

CF/AD2
Mail Stop 3561

100
F Street, NE

Washington, D.C. 20549-3561

  Re:

  EQT Corporation

  Form 10-K for Fiscal Year Ended December 31, 2008

  Filed February 20, 2009

  Proxy Statement on Schedule 14A

  Filed March 5, 2009

  Form 10-Q for Fiscal Quarter Ended March 31, 2009

  Filed April 30, 2009

  File No. 1-3551

Dear
Mr. Owings:

This
letter is in response to your letter dated May 12, 2009 to EQT Corporation
(EQT, the Company).  Your letter included
seven comments to which the Company 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, 2008

Statements
of Consolidated Income, page 58

1.           SEC COMMENT: We note your response to comment seven from our comment
letter dated April 13, 2009 and appreciate the additional information you
provided.  Based on your response, we do
not object to your presentation of Purchased Gas Costs and the subtotal titled
Net Operating Revenues when discussing your Distribution or Midstream segment.  However, it remains unclear to us why these
measures are meaningful or appropriate when presenting your consolidated
results on the face of your statements of consolidated income.  In this regard, it is unclear to us that
subtracting a cost that only applies to certain portions of your business from
consolidated revenues and calculating the resulting subtotal is meaningful to
your investors.  Please advise.  As part of your response, please tell us

EQT Corporation   I
225 North Shore Drive  I  Pittsburgh, PA   15212-5860

T 412.553.5700   I  F
412.553.5757   I
www.eqt.com

May 27,
2009

Page 2

how you considered prevailing practice for the presentation of
Purchased Gas Costs and subtotals similar to Net Operating Revenues by others
in your industry.

COMPANY
RESPONSE:  The Company notes your comment
regarding the presentation of purchased gas cost and the subtotal titled Net
Operating Revenue and agrees that the Company should and will continue to
present this information in the Distribution and Midstream segment discussions
in Management’s Discussion and Analysis of Financial Condition and Results of
Operations and in the segment footnote, in substantially the same form as
presented in the Form 10-K for the year ended December 31, 2008. With
regard to the presentation of purchased gas cost on the face of the statement
of consolidated income, the Company has reviewed a cross-section of industry
peers and finds that the more prevalent practice among this group is to not
subtotal net operating revenue but to include purchased gas cost as an
operating expense. In future filings, the Company will include the cost of
purchased gas in a suitably titled separate line item within operating expenses
and will not subtotal net operating revenues on the face of the statement of
consolidated income.

Notes
to Consolidated Financial Statements

Note
7.  Income Taxes, page 78

2.           SEC COMMENT: We see from your response to comment 14 in our letter
dated April 13, 2009 that you intend to add disclosures from other parts
of your Form 10-K to your tax footnote.  While we think that it will be helpful to
investors to provide all of the relevant disclosures in one location within
your filing, we remain unclear as to why this taxable loss occurred in 2008,
but not in prior years. Please explain to us what occurred in 2008 to cause the
intangible drilling costs and accelerated tax depreciation to increase enough
to cause so significant a taxable loss, and how this differed from previous
years. Please disclose this additional information in future filings as we
believe a more detailed explanation would be useful to your readers.

COMPANY
RESPONSE:  As disclosed on pages 42-43
of the Capital Resources and Liquidity portion 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, 2008, the Company’s capital expenditures
for drilling and development totaled $701 million, $328 million and $205
million during 2008, 2007 and 2006, respectively.  As a result of this increase in drilling and
development expenditures, the intangible drilling cost tax deduction increased
to

May 27,
2009

Page
3

approximately
$430 million in 2008 compared to $195 million and $145 million in 2007 and 2006,
respectively.

Bonus
depreciation was authorized by the Economic Stimulus Act of 2008, resulting
in an estimated tax deduction in 2008 of approximately $180 million which was
not available to the Company in 2007 or 2006.

The
combined effect of the increase in the intangible drilling cost deduction and
the bonus depreciation deduction resulted in a taxable loss for 2008.  The Company will include similar additional
information in future filings.

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

3.           SEC COMMENT: We read in your response to comment 17 in our letter dated
April 13, 2009 that you currently hold a 1% limited interest in
Appalachian Natural Gas Trust, which owns a net profit interest in certain oil
and gas properties. We further note from your response that once certain
contractual provisions that you call “payout” are met, which you expect to
occur in October 2013, you will receive a 99% interest in the Trust.  We have the following additional comments:

·                  Please describe to us in more detail the terms of the Restated Trust
Agreement as it relates to your rights and obligations prior to and after
payout. Explain to us the terms of any cash you may receive under this payout.
Also explain to us the purpose of structuring the agreement such that you
initially hold a small ownership interest but receive a payout, and once
certain contractual provisions are met, you no longer receive a payout but own
the vast majority of the Trust.

·                  With reference to your response to the above bullet point, please tell
us how you considered the applicability of FIN 46R to your investment in the
Trust, and how you concluded that equity method accounting currently is appropriate.

·                  Given that you do not currently consolidate the Trust and that you
currently own only 1% of the Trust, please explain to us why you feel it is
appropriate to include the reserves that are expected to be produced from these
properties after payout in your reserve disclosures, rather than only including
1% of the Trust’s reserves consistent with your current 1% limited interest.

May 27,
2009

Page 4

COMPANY
RESPONSE:  Appalachian NPI, LLC (ANPI)
was formed in 2000 for the purpose investing in the Appalachian Natural Gas
Trust (the Trust or ANGT).  ANPI raised
cash to make its investment in the Trust by selling debt securities.  ANPI is 100% owned by Barclays Bank, PLC and
is not consolidated or otherwise reflected in the financial statements of EQT.

ANGT was
formed by ANPI and EQT which collectively contributed cash of $297 million as
equity in ANGT.  These funds were used by
the Trust to purchase a 100% net profit interest in 219.68 Bcfe of production
from specific previously drilled wells owned by EQT.  The subject wells and reserves in excess of
the 219.68 Bcfe were not transferred to the Trust and continue to be owned by
EQT.

ANPI entered
into a natural gas commodity swap which hedges forecasted production attributable
to ANPI’s share of the net profits interest in the properties owned by
ANGT.  The swap began January 1,
2001 and ends February 15, 2013.
ANPI’s share of the net profits of ANGT, net of commodity swap payments,
are required to be used to repay the debt issued by ANPI to invest in the Trust.

Currently, the
profits and losses of ANGT are allocated 1% to EQT and 99% to ANPI.  Under the Restated Trust Agreement of ANGT, “payout”
is the contractual reference for the point of time at which the following will have
occurred:

·                  the
swap agreement has matured, been terminated or offset with another swap;

·                  ANPI
has repaid its debt or has received sufficient funds to repay the debt; and

·                  ANPI
has achieved a 20% internal rate of return.

Upon occurrence
of “payout,” the allocations of profits and losses of ANGT will flip so that EQT
has a 99% interest (rather than a 1% interest) and ANPI has a 1% interest
(rather than a 99% interest).  “Payout”
does not involve any special or one-time cash payments to EQT or ANPI.

The Company
reviewed the provisions of paragraph 5 of FIN 46R and determined that ANGT did
not qualify as a variable interest entity (VIE).  At inception, the Trust’s ratio of equity to
assets was approximately 100% as there was no debt in the structure.  ANGT continues to have no debt and minimal
liabilities, demonstrating the Trust’s ability to finance activities without
financial support.  The investors in the
Trust retain the direct ability to
make decisions about the Trust’s activities as all decisions regarding these
activities either

May 27,
2009

Page 5

require investor approval or are carried out by a Trustee which can be
removed at any time by the investors.
Finally, the investors as a group have both the obligation to absorb the
expected losses and the right to receive the expected residual returns of the
Trust.  The
voting interests in the Trust are proportional with the economic interest of
the holders both before and after payout (i.e. the voting interests flip when
the economic interests flip).  The
Company also determined that even if ANGT was a VIE the Company is not the
primary beneficiary and would not be required to consolidate the Trust.

ANGT
entered into an agreement with EQT to administer the business and affairs of
the Trust.  Thus, despite the fact that
the investors in the Trust retain the ability
to make decisions about the Trust’s activities, the Company effectively
runs the day to day operations of ANGT.  The Company determined that the equity method
of accounting was consistent with the provisions of APB 18 because of the
Company’s ability to exert significant influence over the operating and
financial decisions of ANGT.

The
Trust’s net profits interest entitles it to receive 100% of the net profits
received from the sale of natural gas and oil from the wells subject to the Trust
for the period beginning on January 1, 2001 and ending when the cumulative
production from the wells equals 219.68 Bcfe.
The subject wells have estimated reserves in excess of the 219.68 Bcfe which
were effectively pre-sold to the Trust.  The
Company includes only the reserves beyond this 219.68 Bcfe in its reserve
report.  ANGT has no rights in or to
these excess reserves; accordingly, the Company determined that it is
appropriate to include the excess reserves in the Company’s reserve report.  No portion of the 219.68 Bcfe subject to the
Trust is included in the Company’s reserve disclosures because Company
determined its 1% interest in ANGT’s net profits interest is immaterial.

Definitive
Proxy Statement on Schedule 14A

Compensation
Discussion and Analysis, page 25

Components
of the Company Compensation Program, page 34

Annual
Incentives, page 35

Operational
Component, page 36

4.           SEC
COMMENT:  We note your response to
comment 28 from our letter dated April 13, 2009.  Please discuss the pre-set measurable
criteria and the level of performance actually achieved as it relates to the
calculation of the performance multiple.

May 27,
2009

Page
6

COMPANY
RESPONSE:  Exhibit A hereto
identifies the pre-set measurable criteria and the level of performance
actually achieved for each of the twenty-five business unit value drivers
constituting the 2008 operational component of the incentive pool size
calculation.  The operational component
is one of three elements used to calculate the size of the annual incentive
pool for headquarters employees.  As
described on page 38 of the Company’s 2009 proxy statement, the size of
the annual incentive pool is one of a number of factors considered by the
Compensation Committee in exercising its downward discretion after determining
the annual incentives authorized for the executive officers under the Executive
STIP. While the operational component may be directionally indicative of
executive officer annual incentives, it is not determinative.  Both quantitatively and in light of Committee
discretion, the individual business unit value drivers constituting the
operational component are not material.

Form 10-Q
for the Quarter Ended March 31, 2009

Notes
to Consolidated Financial Statements

Note
C.  Derivative Instruments, page 9

5.           SEC
COMMENT: Please explain to us why all of your asset derivatives and liability
derivatives are classified as current assets and current liabilities in your
Condensed Consolidated Balance Sheets given your statements at the bottom of page 10
that your current hedge position extends through 2015.

COMPANY
RESPONSE:  As SFAS No. 133 does not
provide guidance on the statement of financial position location for derivative
assets and liabilities, the Company considered the nature of the derivative
portfolio in determining the proper financial statement presentation.  Based on the Company’s ability to net settle
the derivatives at any time, the Company determined that a current classification
was appropriate.  The Company has
periodically net settled derivatives for various operational reasons; for
example, as disclosed on page 10 of the Company’s Form 10-Q for the
quarter ended March 31, 2009, the Company terminated certain collar
agreements scheduled to mature during the period 2010 through 2012 during the
first quarter of 2009.

Historically,
the Company’s derivative portfolio has been in a net liability position which
rendered current classification conservative.
As a result of a decline in commodity prices, the Company’s derivative
portfolio was in a net asset position at March 31, 2009 and at December 31,
2008.  The Company considered this change
in position and determined the current presentation was still appropriate in
light of the ability to net settle discussed above and the fact that
approximately 65% of the derivative asset reported in the Consolidated Balance
Sheet as of

May 27,
2009

Page
7

March 31,
2009 is related to derivative agreements scheduled to mature within the next 12
months.  The Company will continue to
assess the balance sheet classification of its derivative assets and
liabilities in connection with future filings and will continue to provide
adequate disclosure about the duration of the derivative portfolio.

Item
2.  Management’s Discussion and Analysis
of Financial Condition and. . . page 19

EQT
Production, page 21

Results
of Operations, page 21

6.           SEC
COMMENT: Please explain to us where or how you discussed the changes in your
results from interest expense and income tax expense, as we note that your
interest expense increased significantly from the prior year period and your
effective tax rate increased approximately 3% from the prior year period. In
future filings please ensure that you analyze changes to all components of
consolidated net income, including those items that are not included in your
segmental measure of profit or loss.

COMPANY
RESPONSE:  As disclosed in Management’s
Discussion and Analysis of Financial Condition and Results of Operations on page 43
of the Company’s Form 10-K for the year ended December 31, 2008, and
on page 16 of the Company’s Form 10Q for the quarter ended March 31,
2008, on March 13, 2008 the Company completed a public offering of $500
million in aggregate principal amount of 6.5% Senior Notes due April 1,
2018.  The increase in interest expense
for the quarter ended March 31, 2009 compared to the quarter ended March 31,
2008 is primarily the result of a

Mail Stop 3561
May 12, 2009
 Philip P. Conti Senior Vice President, Chief Financial Officer  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
Form 10-Q for the Fiscal Quarter Ended March 31, 2009
Filed April 30, 2009  File No. 1-3551

Dear Mr. Conti:

We have reviewed your response letter dated April 28, 2009 and we have the
following comments.  You should comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in sufficient detail for an understanding of the disclosure how you intend to comply by providing us with your proposed revisions.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may raise additional comments
Form 10-K for the Fiscal Year Ended December 31, 2008

Statements of Consolidated Income, page 58

1. We note your response to comment seven from our comment letter dated April 13, 2009 and appreciate the additional information you provided.  Based on your response, we do not object to your presentation of Purchased Gas Costs and the subtotal titled Net Operating Revenues when discussing your Distribution or
Midstream segment.  However, it remains unclear to us why these measures are meaningful or appropriate when presenting your consolidated results on the face

Philip P. Conti
EQT Corporation
May 12, 2009  Page 2

of your statements of consolidated income.  In this regard, it is unclear to us that subtracting a cost that only applies to certain portions of your business from consolidated revenues and calculating the resulting subtotal is meaningful to your investors.  Please advise.  As part of your response, please tell us how you considered prevailing practice for the presentation of Purchased Gas Costs and subtotals similar to Net Operating Revenues by others in your industry.
 Notes to Consolidated Financial Statements

 Note 7.  Income Taxes, page 78

 2. We see from your response to comment 14 in our letter dated April 13, 2009 that you intend to add disclosures from other parts of your Form 10-K to your tax footnote.  While we think that it will be helpful to investors to provide all of the relevant disclosures in one location within your filing, we remain unclear as to why this taxable loss occurred in 2008, but not in prior years.  Please explain to us what occurred in 2008 to cause the intangible drilling costs and accelerated tax depreciation to increase enough to cause so significant a taxable loss, and how this differed from previous years.  Please disclose this additional information in future filings as we believe a more detailed explanation would be useful to your readers.

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

3. We read in your response to comment 17 in our letter dated April 13, 2009 that you currently hold a 1% limited interest in Appalachian Natural Gas Trust, which owns a net profit interest in certain oil and gas properties.  We further note from your response that once certain contractual provisions that you call “payout” are met, which you expect to occur in October 2013, you will receive a 99% interest in the Trust.  We have the following additional comments:

• Please describe to us in more detail the terms of the Restated Trust Agreement as it relates to your rights and obligations prior to and after payout.  Explain to us the terms of any cash you may receive under this payout.  Also explain to us the purpose of structuring the agreement such that you initially hold a small ownership interest but receive a payout, and once certain contractual provisions are met, you no longer receive a payout but own the vast majority of the Trust.

• With reference to your response to the above bullet point, please tell us how
you considered the applicability of FIN 46R to your investment in the Trust, and how you concluded that equity method accounting currently is appropriate.

Philip P. Conti
EQT Corporation
May 12, 2009  Page 3

• Given that you do not currently consolidate the Trust and that you currently own only 1% of the Trust, please explain to us why you feel it is appropriate to include the reserves that are expected to be produced from these properties after payout in your reserve disclosures, rather than only including 1% of the Trust’s reserves consistent with your current 1% limited interest.

Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 25

 Components of the Company Compensation Program, page 34

Annual Incentives, page 35

Operational Component, page 36

4. We note your response to comment 28 from our letter dated April 13, 2009.  Please discuss the pre-set measurable criteria and the level of performance actually achieved as it relates to the calculation of the performance multiple.
 Form 10-Q for the Quarter Ended March 31, 2009

 Notes to Consolidated Financial Statements

 Note C.  Derivative Instruments, page 9

 5. Please explain to us why all of your asset derivatives and liability derivatives are classified as current assets and current liabilities in your Condensed Consolidated Balance Sheets given your statements at the bottom of page 10 that your current hedge position extends through 2015.

Item 2. Management’s Discussion and Analysis of Financial Condition and…, page 19

EQT Production, page 21

Results of Operations, page 21
 6. Please explain to us where or how you discussed the changes in your results from interest expense and income tax expense, as we note that your interest expense increased significantly from the prior year period and your effective tax rate increased approximately 3% from the prior year period.  In future filings please ensure that you analyze changes to all components of consolidated net income, including those items that are not included in your segmental measure of profit or loss.

Philip P. Conti
EQT Corporation  May 12, 2009  Page 4

 Capital Resources and Liquidity, page 28

 7. Please explain to us what you mean in the second to last paragraph on page 28 where you say that capital expenditures increased primarily due to spending in the first quarter of 2009 on horizontal wells that were spud in the fourth quarter of 2008.  Specifically, we would like you to explain to us and clarify in future filings what spud means and why it would result in increased capital expenditures during the following quarter.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your response to our
comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
 You may contact, Elizabeth Sellers, Staff Accountant, at (202) 551-3348 or in her
absence Jennifer Thompson, Accounting Branch Chief, at (202) 551-3737 if you have questions regarding comments on the financial statements and related matters.  You may contact Robert W. Errett, Staff Attorney, at (202) 551-3225, Ellie Bavaria, Special Counsel, at (202) 551-3238 or me at ( 202) 551-3720 with any other questions.

Sincerely,
    H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

April 28, 2009

Mr. H. Christopher Owings

Assistant Director

Securities and Exchange Commission

CF/AD2 Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549-3561

  Re:

  EQT Corporation

  Form 10-K for 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. Owings:

This letter is in response to your
letter dated April 13, 2009 to EQT Corporation (the Company).  Your letter included 35 comments to which the
Company 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, 2008

Item 1. Business, page 7

General, page 7

1.                               SEC COMMENT: 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 markets become unconstrained you have
a long-term sales volume growth potential of greater than 20% per year.

COMPANY RESPONSE:  During 2008, the Company moved its horizontal
drilling program into large-scale development; drilling approximately 400
horizontal wells (as disclosed in the table on page 9 and in Management’s
Discussion and Analysis of Financial Condition and Results of Operations on page 28)
and obtaining long-term commitments for drilling equipment and

EQT Corporation   I
225 North Shore Drive  I  Pittsburgh, PA   15212-5860

T 412.553.5700   I  F
412.553.5757   I
www.eqt.com

Mr. H. Christopher Owings

April 28, 2009

Page 2

services to maintain and potentially
increase the size of this development program (as disclosed in Management’s
Discussion and Analysis of Financial Condition and Results of Operations on page 47
and the Notes to Consolidated Financial Statements, Note 20, Commitments and
Contingencies on page 97).   Natural
gas sales volumes increased 19% in the fourth quarter of 2008 compared to the
fourth quarter of 2007, primarily as a result of this increased drilling
program (as disclosed in the Form 8-K Current Report filed January 29,
2009, Equitable Resources Reports Year-End Earnings on page 8:  23,100 mcfe natural gas sold in 4Q08 vs.
19,386 mcfe natural gas sold 4Q07, an increase of 19.2%).  As disclosed in Management’s Discussion and
Analysis of Financial Condition and Results of Operations on pages 42-43,
given the current constraints in the capital markets, the Company plans to
drill approximately the same number of horizontal wells in 2009 as in 2008
which is forecast to result in sales volume growth of approximately 15%.  Gas sales volumes increased 18% from first
quarter 2008 to first quarter 2009 excluding the impact of the extra day in
2008. With unconstrained access to capital markets, the Company would have
committed more capital to the horizontal drilling program, increased the number
of horizontal wells drilled and forecast achieving and maintaining long-term
sales volume growth in excess of 20% per year.
The Company’s 3.4 million gross acres of mineral interests in the
Appalachian Basin and 1,215 bcfe of proved undeveloped natural gas reserves
disclosed in Properties on page 20 provide the opportunity to maintain
this increase in the horizontal drilling program for many years.

Item 2. Properties, page 19

2.                               SEC COMMENT: You state that
in 2008 you drilled your first Utica exploratory well but that it will not be
completed until 2010 after you drill another well.  Tell us if you have attributed proved
reserves to these wells and, if so, how much was attributed to each well.

COMPANY RESPONSE:  No
proved reserves are attributed to the drilled but not completed Utica well or
the proposed Utica well.

Item 7. Management’s Discussion and
Analysis of Financial Condition and Results. . . page 27

EQT Production, page 28

Overview, page 28

3.                               SEC COMMENT: Regarding the
Marcellus Shale, please tell us as of December 31, 2008 the following:

Mr. H. Christopher Owings

April 28, 2009

Page 3

·                  how many proved reserves,
if any, you have attributed to the Marcellus Shale;

·                  how many wells you have
drilled into this formation;

·                  how many of these wells are
producing from the Marcellus Shale and the rates they were producing; and

·                  the number of proved
undeveloped reserves and locations you have also classified as proved.

COMPANY RESPONSE:  As
disclosed in the Company’s press release on natural gas reserves issued January 29,
2009 (which was neither furnished to nor filed with the SEC), total proved
reserves as of December 31, 2008 for Marcellus Shale were 77 bcfe, of
which 23 bcfe were proved developed reserves and 54 bcfe were proved
undeveloped (PUD) reserves.

As of December 31, 2008, 23 wells had been drilled in
this formation as disclosed in the table on page 9 of the Company’s Form 10-K
for the year ended December 31, 2008.

Of the 23 wells drilled in 2008, 12
were producing as of December 31, 2008, at rates ranging from 100 mcfd to
1,000 mcfd.

As of December 31, 2008 there
were a total of approximately 50 proved undeveloped locations included in the
Company’s reserve report with total net reserves of 54 bcfe.

Equitable Distribution, page 37

Overview, page 37

4.          SEC COMMENT:  Please expand this
section to elaborate on known material trends and uncertainties that will have,
or are reasonably likely to have, a
material impact on your revenues or income or result in your liquidity
decreasing or increasing in any material way. In doing so, provide additional
information about the quality and variability your earnings and cash flows so
that investors can ascertain the likelihood of the extent past performance is
indicative of future performance. In addition, please discuss in reasonable
detail:

·                  economic or industry-wide factors
relevant to your company, and

·                  material opportunities,
challenges 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

Mr. H. Christopher Owings

April 28, 2009

Page 4

a reduction in FRAC spreads
and in your storage and commercial margins in the latter half of 2008. Please
explain what market condition caused these reductions, the effect these
reductions will have on your profit margins and if you expect 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
expense. To the extent material, you should discuss the impact this possible
bad debt expense may have on your operations and liquidity. See Item 303 of
Regulation S-K and
SEC Release No. 33-8350.

COMPANY RESPONSE:  With respect to the Company’s Equitable
Distribution segment, known material trends and uncertainties are discussed in
the Outlook portion of Management’s Discussion and Analysis of Financial
Condition and Results of Operations on page 39.  These trends and uncertainties include the
base rate case for the Company’s Equitable Gas subsidiary which was pending as
of the filing date of the Form 10-K and the potential impact of a
prolonged economic downturn on customer usage and collections.  There are no other known material trends and
uncertainties that will have, or are reasonably
likely to have, a material impact on revenues or income or result in liquidity
decreasing or increasing in any material way related to this segment.

The Company believes any likely
changes to either usage or collections will not have a material impact on the
operations, financial position or liquidity of the Company.  In 2008, distribution bad debt expense was
$5.6 million, which represents 1.2% of EQT Corporation operating income. As
discussed on page 37 of the Company’s Form 10-K, Equitable Gas
Company’s tariff provides a recovery mechanism for customer assistance program
expenses, including bad debt expense, for customers who have an inability to
pay. For these reasons, the Company does not believe that bad debt expense will
increase to the point that it would have a material impact on operations or
liquidity.  Further, the Company had not
yet experienced significant changes in either usage or collections as of the
filing date of the Form 10-K; therefore providing information as to the
materiality of potential changes which might be caused by a prolonged economic
downturn was viewed as speculative and not meaningful.  In future filings, if they have had or are
expected to have a material impact on operations or liquidity, the Company will
provide in its Distribution segment operations analysis information regarding
changes in usage or collections, their impact on net revenues and operating
income and the outlook for these items and related financial results.  Until these items have or the Company expects
them to have a material impact, the Company does not plan to discuss the impact
of possible bad debt expenses in future filings.

Mr. H. Christopher Owings

April 28, 2009

Page 5

As discussed on page 12 of the
Company’s Form 10-K for the year ended December 31, 2008, in a discussion
of the markets and customers of the Midstream segment, the frac spread
represents the price differential, on a per unit energy basis, between liquid
hydrocarbons and natural gas.  The
decline in the frac spread in the second half of 2008 was the result of
declines in the overall commodity market which affected crude oil, propane and
other hydrocarbon products more quickly than natural gas.  This decline in the frac spread resulted in
reduced net revenues and operating income for the Company’s natural gas
processing operations.  Overall, the
natural gas processing business is a relatively small part of the Company’s
business, with 2008 net operating revenues of $18.8 million, or 2% of total EQT
net operating revenues. In future filings, if it has had or is expected to have
a material impact on operations or liquidity, the Company will discuss in its
Midstream segment operations analysis the specific market conditions affecting
the frac spread, its impact on net revenues and operating income and the outlook
for the spread and related financial results.
Until these items have or the Company expects them to have a material
impact, the Company does not plan to discuss changes in the frac spread in
future filings.

The Company believes that it has
addressed in its Form 10-K and will continue to address in future filings,
all known material trends and uncertainties that will have, or are reasonably likely to have, a
material impact on revenues or income or result in liquidity decreasing or
increasing in any material way related to any segment or to the Company as a
whole.

Fiscal Year-Ended December 31,
2008 vs. December 31, 2007, page 38

5.                               SEC COMMENT: We note your
statement on page 38 that your commercial and industrial revenues
increased, in part, due to an increase in usage 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.

COMPANY RESPONSE:
High volume industrial sales have very low margins and did not
significantly impact total net operating revenues. (See page 39 of the Form 10-K.)
The Company includes the description of the changes in industrial sales levels
in order to explain the variances in commercial and industrial sales volume and
total operating revenues in the operational and financial data table on page 38,
despite the fact that these increases in usage have very little impact on net
operating revenue. The Company is unable to predict the level of usage for this
customer as its usage varies depending on the customer’s production process and
industry dynamics.  However, the Company
does not expect future fluctuations in industrial customer usage to

Mr. H. Christopher Owings

April 28, 2009

Page 6

have a material impact on net operating revenues as these
industrial sales have low profit margins. In future filings, the Company will
include the reminder that large volume industrial sales have very low margins
in each period in which the revenue and sales volume fluctuations occur.

Other items, page 45

Pension Plans, page 46

6.                               SEC COMMENT: We note that
you made cash contributions to your pension plan of approximately $3.4 million,
$1.3 million and $1.8 million during 2008, 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 describe the reason for this increase and
the impact, if any, that recent market conditions have had on your pension
funding obligations.

COMPANY RESPONSE:  The $15 million pension funding obligation
for 2009 included $5 million in final payments for the settlement of pension
obligations described by the Company on page 46 and $10 million of
expected contributions, including those necessary to meet requirements of the
80% funding level, as described on page 47, in Management’s Discussion and
Analysis of Financial Condition and Results of Operations.  A portion of the $10 million expected
contribution was as a result of losses sustained by the Plan as a result of
current market conditions. In general, the Company does not consider pension
obligations, including liabilities, expenses and cash contributions to be
material to the financial statements because: the pension and other
post-retirement benefit liabilities and assets recognized in the Consolidated
Balance Sheet represent only 2% of total liabilities and 1% of total assets,
the expected pension contributions of $15 million for 2009, including final
funding of the 2008 Kentucky West Virginia Gas Company employee settlement, are
less than 1% of 2008 cash provided by operating activities,  and the 2008 benefit cost for pensions and
other post-retirement benefit plans, excluding the settlement of the former
Kentucky West Virginia plan, was only 1% of 2008 income from continuing
operations before income taxes.  The
impact of recent market conditions is identified for investors in the loss on
plan assets of $16.8 million which is disclosed in Notes to Consolidated
Financial Statements, Note 14, Pension and Other Post-retirement Benefit Plans
on page 87.  Because only 35 of the
Company’s nearly 1700 employees are eligible for defined benefit pension
benefits, the Company does not expect that pension obligations or fluctuations
in funding requirements will become material in the future. In future filings,
if material changes in funding obligations occur, the Company will clearly
state the underlying conditions which result in material changes.

Mr. H. Christopher Owings

April 28, 2009

Page 7

Financial Statements for the Fiscal
Year Ended December 31, 2008

Statements of Consolidated Income, page 58

7.                               SEC COMMENT:  We note your presentation of Cost of Sales
and the subtotal titled Net Operating Revenues and have the following comments:

·                  Please tell us, and disclose to your readers 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 costs 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 Inven

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

Mail Stop 3561         November 21, 2007

Mr. Philip P. Conti
Senior Vice President and Chief Financial Officer Equitable Resources, Inc. 225 North Shore Drive Pittsburgh, Pennsylvania  15212
 Re: Equitable Resources, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
Filed February 23, 2007
  Forms 10-Q for Fiscal Quarters
Ended June 30, 2007 and September 30, 2007 Filed July 26, 2007 and October 25, 2007 Response Letters Dated October 29, 2007 and November 20, 2007
  File No. 1-03551

 Dear Mr. Conti:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.         S i n c e r e l y ,            J a m e s  A l l e g r e t t o         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

  225 North
  Shore Drive

  Pittsburgh,
  PA 15212-5861

  www.eqt.com

November 20, 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. (or the “Company”)

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 a follow-up to our letter to you dated October 29,
2007, which was in response to your letter dated September 28, 2007. A
formatting error caused the first table in our response to SEC Comment 1 to be incorrect.
Attached below is the correct table:

  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

  26,648

  48,363

  30,763

  Less
  share-based liabilities paid during year

  (51,709

  )

  (16,714

  )

  —

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

  $

  (25,061

  )

  $

  31,649

  $

  30,763

If you have any questions regarding the
Company’s responses provided herein, please do not hesitate to call me

(412-553-5863).

  Sincerely,

  /s/ Philip P. Conti

  Philip P. Conti

  Senior Vice President and

  Chief Financial Officer

  cc:

  Johanna G. O’Loughlin, Esq.

CORRESP
1
filename1.htm

  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

2

$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.

3

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.

4

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

5

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.

6

        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

CORRESP
1
filename1.htm

  225 North Shore Drive

  Pittsburgh, PA 15212-5861

  www.eqt.com

  TEL

  412.553.5863

  FAX

  412.553.7700

  Philip P. Conti

  Senior Vice President and

  Chief Financial Officer

October
10, 2007

Via
EDGAR

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”) and serves to confirm your discussion of
October 9, 2007 with Kimberly L. Sachse, the Company’s Deputy General
Counsel.  The Company will file its
response to your September 28th letter not later than October 29, 2007.  If you have any questions regarding this
letter, please do not hesitate to contact Kim (412-553-5758) or me
(412-553-5863).

Sincerely,

  /s/ Philip P. Conti

  Philip P. Conti

  Senior Vice President and

  Chief Financial Officer

cc:           Johanna G. O’Loughlin, Esq.

Mail Stop 3561         September 28, 2007

Mr. Philip P. Conti
Senior Vice President and Chief Financial Officer Equitable Resources, Inc. 225 North Shore Drive Pittsburgh, Pennsylvania  15212
 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. Conti:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary 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 review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  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.

Mr. Philip P. Conti
Equitable Resources, Inc.
September 28, 2007 page 2

Form 10-K for the Fiscal Year Ended December 31, 2006
 Statements of Consolidated Cash Flows, page 53

 1. 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 statem ent 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.
 2. 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.
 Note 7. Discontinued Operations, page 72

 3. 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.

Note 16. Share-Based Compensation Plans, page 83

4. 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.

Mr. Philip P. Conti
Equitable Resources, Inc.
September 28, 2007 page 3

Note 1. Summary of Significant Accounting Policies, page 57
 Property, Plant and Equipment, page 57

 5. We note from your disclosure on page 58 that your interstate pipeline operations are subject to regulation by the FERC.  To the extent you incurred costs subsequent to January 1, 2006 or expect to incur costs subject to the FERC’s order, issued June 30, 2005, on accounting for pipeline assessment costs, please expand your disclosure in future filings to clearly describe your accounting treatment of the costs related to your pipeline integrity management programs.
  Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Philip P. Conti
Equitable Resources, Inc. September 28, 2007 page 4

  You may contact Regina Balderas, St aff Accountant, at (202) 551-3722 if you
have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3849 with any other questions.         S i n c e r e l y ,            J a m e s  A l l e g r e t t o         Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

EQUITABLE RESOURCES

225 North Shore Drive

Pittsburgh, PA
15212-5861

                                                                                                                March
13, 2006

Securities
and Exchange Commission

100 F Street., N.E.

Washington, D.C.  20549

                Re:          Registration Statement No. 333-129286

Ladies
and Gentlemen:

The undersigned registrant,
through its duly authorized officer, requests that the Securities and Exchange
Commission (the “Commission”), acting pursuant to Section 8(a) of the
Securities Act of 1933, as amended (the “Securities Act”), enter an appropriate
order making the above-referenced Registration Statement effective at 1:00 p.m.
Eastern time on Wednesday, March 15, 2006 or as soon thereafter as may be
practicable.

The undersigned hereby confirms that the registrant is
aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the offering of the
securities covered by the Registration Statement.

In addition, the undersigned
registrant acknowledges the following:

-                    should the Commission or the
staff, acting pursuant to delegated authority, declare the filings effective,
it does not foreclose the Commission from taking any action with respect to the
filings;

-                    the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filings
effective, does not relieve the registrant from its full responsibility for the
adequacy and accuracy of the disclosure in the filings; and

-                    the registrant may not
assert the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

  Very truly yours,

  EQUITABLE RESOURCES, INC.

  By:

  /s/ David L. Porges

  David L. Porges

  Vice Chairman and

  Executive Vice President, Finance and

  Administration

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      November 29, 2005

Johanna G. O`Loughlin, Esq.
Senior Vice President, General Counsel and
  Corporate Secretary
Equitable Resources, Inc.
225 North Shore Drive
Pittsburgh, PA  15212

      Re:	Equitable Resources, Inc.
		Registration Statement on Form S-4
      Filed October 28, 2005
		File No. 333-129286
		Form 10-K for Fiscal Year Ended
      December 31, 2004
      Filed February 25, 2005
		File No. 1-3551

Dear Ms. O`Loughlin:

      We have limited our review of your filings to those issues
we
have addressed in our 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 comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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, 2004

Item 9A.  Controls and Procedures, page 101
1. Please confirm to us that David L. Porges, your principal
financial officer, evaluated your disclosure controls and
procedures
as of the period covered by this report.  We note that your
principal
financial officer filed the certification required by Item
601(b)(31)
of Regulation S-K.

Exhibits
2. In your certifications for the Form 10-K, you identified one
signatory to the certification required by Item 601(b)(32) of
Regulation S-K as your principal financial officer and another
signatory as your chief financial officer, while only your
principal
financial officer signed the certification required by Item
601(b)(31) of Regulation S-K.  In future filings, the person or
persons who sign the Item 601(b)(31) certifications should be the
same person or persons who sign the Item 601(b)(32)
certifications.
Please note that the person who signs the Item 601(b)(32)
certification should be the principal financial officer.  See Item
601(b)(32)(i) of Regulation S-K and Rule 13a-14(b) under the
Securities Exchange Act of 1934.
3. As discussed above, your principal financial officer and your
chief financial officer signed the certification required by Item
601(b)(32) of Regulation S-K.  In future filings, to the extent
you
have two different persons serving as the principal financial
officer
and the chief financial officer, please clarify in the body of the
Form 10-K the roles of each, and explain why the person who holds
the
title of chief financial officer is not performing the duties of
the
principal financial officer.  We refer you to FAQ 14 of the
Division
of Corporation Finance:  Sarbanes-Oxley Act of 2002 - Frequently
Asked Questions dated November 8, 2002 (revised November 14, 2002)
by
analogy.

* * * * *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filings.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kurt Murao at (202) 551-3338, Ellie Quarles,
Special Counsel, at (202) 551-3238 or me at (202) 551-3720 with
any
questions.

      					Sincerely,

      					Assistant Director
      H. Christopher Owings

cc:	James J. Barnes, Esq.
	Robert C. Gallo II, Esq.
	Reed Smith LLP
	Fax:  (412) 288-3063
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Johanna G. O'Loughlin, Esq.
Equitable Resources, Inc.
November 29, 2005
Page 1

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CORRESP
1
filename1.htm

February 22,
2006

H. Christopher Owings

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Equitable
Resources, Inc.

Registration Statement on Form S-4
Filed October 28, 2005

File No. 333-129286

Form 10-K for Fiscal Year
Ended December 31, 2004

File No. 1-3551

Dear Mr. Owings:

Set
forth below is Equitable Resources, Inc.’s (the “company”) response to the
Commission Staff’s comments on the above referenced Form 10-K as set forth
in the letter dated November 29, 2005 to Johanna G. O’Loughlin, Esquire,
Senior Vice President, General Counsel and Corporate Secretary of the company.

Item
9A. Controls and Procedures, page 101

1.                                       SEC COMMENT:  Please
confirm to us that David L. Porges, your principal financial officer, evaluated
your disclosure controls and procedures as of the period covered by this
report. We note that your principal financial officer filed the certification
required by Item 601(b)(31) of Regulation S-K.

COMPANY RESPONSE:  The company confirms that David L. Porges,
the company’s principal financial officer in 2004 and at the date of filing the
company’s Form 10-K for the fiscal year ended December 31, 2004 (“2004
Form 10-K”), evaluated the company’s disclosure controls and procedures as
of the period covered by the company’s 2004 Form 10-K.

2.                                       SEC COMMENT:  In your
certifications for the Form 10-K, you identified one signatory to the
certification required by Item 601(b)(32) of Regulation S-K as your principal
financial officer and another signatory as your chief financial officer, while
only your principal financial officer signed the certification required by Item
601(b)(31) of Regulation S-K. In future filings, the person or persons who sign
the Item 601(b)(31) certifications should be the same person or persons who
sign the Item 601(b)(32) certifications. Please note that the person who signs
the Item 601(b)(32) certification should be the principal financial officer.
See Item 601(b)(32)(i) of Regulation S-K and Rule 13a-14(b) under
the Securities Exchange Act of 1934.

1

COMPANY
RESPONSE:  In future
company filings, the person or persons who sign the certifications required by
Item 601(b)(31) of Regulation S-K and the person or persons who sign the
certifications required by Item 601(b)(32) of Regulation S-K will be the same.
The company notes your comment that the person who signs the Item 601(b)(32)
certification should be the company’s principal financial officer. As described
in the Form 8-K filed with the SEC on February 6, 2006 (a copy of
which is attached), the company currently has two officers operating as the
company’s principal financial officer. The Vice President and Chief Financial
Officer shares with the Executive Vice President, Finance and Administration,
the financial reporting functions of the principal financial officer. For so
long as this arrangement is maintained both officers will sign the
certifications required by Item 601(b)(32) and Item 601(b)(31) in future
filings.

3.                                       SEC COMMENT:  As
discussed above, your principal financial officer and your chief financial
officer signed the certification required by Item 601(b)(32) of Regulation S-K.
In future filings, to the extent you have two different persons serving as the
principal financial officer and the chief financial officer, please clarify in
the body of the Form 10-K the roles of each, and explain why the person
who holds the title of chief financial officer is not performing the duties of
the principal financial officer. We refer you to FAQ 14 of the Division of
Corporate Finance:  Sarbanes-Oxley Act of
2002 - Frequently Asked Questions dated November 8, 2002 (revised November 14,
2002) by analogy.

COMPANY RESPONSE:   As noted in response to question 2 above and
described in the attached Form 8-K, the company’s Chief Financial Officer is
now a co-principal financial officer with the company’s Executive Vice
President, Finance and Administration.
In future filings while the company has co-principal financial officers,
the company will include disclosure in the body of its Form 10-K regarding the
roles and responsibilities of each.  The
proposed disclosure is as follows:

The company has co-principal financial officers, Philip P. Conti, the
Vice President and Chief Financial Officer, and David L. Porges, the Executive
Vice President, Finance and Administration. Effective January 31, 2006, Mr.
Conti assumed responsibility for the accounting and financial reporting
functions, and continued his responsibility for the treasury, business
development, planning and risk management functions.  Mr. Conti reports to Mr. Porges, who has
oversight responsibility for finance, human resources, legal, information
technology, and environmental and safety compliance.  Mr. Conti and Mr. Porges collaborate with
respect to the company’s financial reporting.
Both co-principal financial officers assessed the effectiveness of the
company’s internal control over financial reporting as of December 31, 2005 as
described above and have made the certifications required by Rule
13a-14(a)/15d-14(a) and Section 1350 which are attached to this Form 10-K as
Exhibits 31 and 32, respectively.

The company plans to file its Form 10-K for the fiscal year ended
December 31, 2005 containing this supplemental disclosure on Monday, February
27, 2006.

If you have any questions regarding the company’s
responses or need additional information, please do not hesitate to call me
(412-553-7760).

  Very truly
  yours,

  /s/ Johanna G. O’Loughlin

  Johanna G. O’Loughlin,
  Esquire

  cc:

  Kurt Murao, Esq.

  Ellie Quarles, Esq.

  Kimberly L.
  Sachse, Esq.

  James J. Barnes, Esq.

  Robert C. Gallo, Esq.

2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of
earliest event reported)  January 31, 2006

EQUITABLE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

  PENNSYLVANIA

  1-3551

  25-0464690

  (State or other jurisdiction

  of incorporation)

  (Commission

  File Number)

  (IRS Employer

  Identification No.)

  225 North Shore Drive, Pittsburgh, Pennsylvania

  15212

  (Address of Principal Executive Offices)

  (Zip Code)

Registrant’s telephone
number, including area code  (412) 553-5700

NONE

 (Former name or former address,
if changed since last report)

Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting materials
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))

o            Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))

3

Item 5.02.
 Departure of
Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.

Equitable
Resources, Inc. (“Equitable” or the “Company”) announced that, effective January 31,
2006, the accounting and financial reporting functions will now report to
Philip P. Conti, Vice President and Chief Financial Officer. Mr. Conti
retains his responsibility for the treasury, business development, planning and
risk management functions and will continue to report to David L. Porges,
Executive Vice President, Finance and Administration.  Mr. Porges has oversight responsibility
for finance, human resources, legal, information technology, and environmental
and safety compliance.

Effective
with his new responsibilities, Mr. Conti has been identified by the
Company as a co-principal financial officer with Mr. Porges (who had been
the Company’s sole principal financial officer throughout 2005) for SEC
reporting purposes. Mr. Conti is responsible for the operation and
management of the functions identified above, but Mr. Conti and Mr. Porges
will collaborate with respect to the Company’s financial reporting, including
its 2005 annual report on Form 10-K.

Mr. Conti,
46, who was named Vice President and Chief Financial Officer effective January 1,
2006, had previously served as the Company’s Vice President, Chief Financial
Officer and Treasurer from January 2005. Prior to that, he was the Company’s
Vice President, Finance and Treasurer from August 2000 until January 2005.
Mr. Conti has been an executive officer of the Company since August 2000.
All Company officers are elected annually by the Board of Directors to serve
the ensuing year or until their successors are chosen and qualified.

Equitable
confirms, as required by regulations under the Securities Exchange Act of 1934,
that (1) there was no arrangement or understanding between Mr. Conti
and any other person pursuant to which he was appointed as the principal
financial officer, (2) Mr. Conti has no family relationship with any
other executive officer or director of the Company, and (3) there is no
transaction between Mr. Conti and the Company that would require
disclosure under Item 404(a) of Regulation S-K. Mr. Conti does not
have an Employment Agreement with the Company, but his Change in Control
Agreement (dated September 1, 2002) and Non-Compete Agreement (dated October 30,
2000) are attached to the Company’s 2004 Annual Report on Form 10-K as
exhibits 10.27(a) and 10.27(b) thereto, respectively.

SIGNATURE

Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.

       EQUITABLE
  RESOURCES, INC.

    (Registrant)

  By

  /s/Philip P.
  Conti

  Philip P. Conti

  Vice President
  and Chief

  Financial Officer

  Date: February 6,
  2006

4