November 7, 2018
VIA EDGAR
Mara L. Ransom
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Equitrans Midstream Corporation
Registration Statement on Form S-1
File No. 333-228129
Dear Ms. Ransom:
Reference is made to the Registration Statement on Form S-1 (File No. 333-228129) (as amended to date, the Registration Statement), filed by Equitrans Midstream Corporation (the Company) with the U.S. Securities and Exchange Commission (the Commission).
The Company hereby requests that the effective date for the Registration Statement be accelerated to 5:00 p.m., Eastern time, on November 9, 2018, or as soon as practicable thereafter, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended.
If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact the Company’s counsel, Victor Goldfeld of Wachtell, Lipton, Rosen & Katz, at (212) 403-1005. We request that we be notified of the effectiveness of the Registration Statement by a telephone call to Mr. Goldfeld and that such effectiveness also be confirmed in writing.
November 7, 2018
| Sincerely, |
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| EQUITRANS MIDSTREAM CORPORATION |
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| /s/ Kirk R. Oliver |
| Kirk R. Oliver |
| Senior Vice President and Chief Financial Officer |
cc: Jimmi Sue Smith, EQT Corporation
Robert J. McNally, EQT Corporation
Victor Goldfeld, Wachtell, Lipton, Rosen & Katz
[Signature Page to Acceleration Request]