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June 12, 2012 |
| WASHINGTON |
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| Laura Lanza Tyson | |
| TEL +1 (512) 322-2556 | |
| FAX +1 (512) 322-8377 | |
| laura.tyson@bakerbotts.com | |
Mr. Charles Lee
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Re: EQT Midstream Partners, LP (the “Partnership”)
Registration Statement on Form S-1
File No. 333-179487
Dear Mr. Lee:
This letter relates to the Partnership’s Registration Statement on Form S-1, as amended through Amendment No. 3 filed on June 5, 2012. On behalf of the Partnership, we hereby provide the following proposed price range and unit number information to be included in the Partnership’s preliminary prospectus (the “Preliminary Prospectus”) relating to the Partnership’s proposed initial public offering (the “Offering”) for the Commission’s review. Such Preliminary Prospectus will state that the initial offering price to the public of the Partnership’s common units (the “Common Units”) is expected to be between $19.00 and $21.00 per Common Unit, based on 12,500,000 Common Units offered to the public in connection with the Offering and 17,339,718 Common Units expected to be outstanding upon completion of the Offering. As requested by the Commission, please find enclosed the relevant sections of the Registration Statement updated to reflect the price range and unit number information, all of which we expect to include in an amendment to the Registration Statement to be filed shortly.
To the extent that you have any questions regarding this letter, please do not hesitate to contact me at (512) 322-2556.
LLT:jr
Enclosures
cc: Jonathan Lushko, EQT Corporation