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, 2019
               File No. 1-03551

Dear Mr. Goldfeld:

       We have reviewed the filing above and have the following comments. In
some of our
comments, 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 believe 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 amendment 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 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.

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 15, 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. Refer 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 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.
  Victor Goldfeld, Esq.
 Wachtell, Lipton, Rosen & Katz
 May 15, 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. 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.

                                              *   *   *

        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