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
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