If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 3, 2017 (the "Original Schedule 13D", and together with this Amendment No. 1, the "Schedule 13D") with respect to the shares ("Shares") of common stock, no par value, of EQT Corporation, a Pennsylvania corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 shall have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5(a), (b) and (c) and 7 as set forth below.

The two first paragraphs of Item 3 of the Schedule 13D are hereby amended and restated in their entirety as follows:

The 10,134,129 Shares (including options to purchase 1,863,500 Shares) reported herein as beneficially owned by the Reporting Persons were acquired at an aggregate purchase price of approximately $497.2 million.

The 10,017,129 Shares (including options to purchase 1,863,500 Shares) reported herein by JANA were acquired at an aggregate purchase price of approximately $490.9 million. Such Shares were acquired with investment funds in accounts managed by JANA and margin borrowings described in the following sentence. Such Shares are held by the investment funds managed by JANA in commingled margin accounts, which may extend margin credit to JANA from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker's call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On July 5, 2017, JANA sent a letter to the Issuer, attached hereto as Exhibit E and incorporated herein by reference. 

Paragraphs (a), (b) and (c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 173,800,724 Shares outstanding, which is the total number of Shares outstanding as of June 16, 2017, as reported in the Agreement and Plan of Merger among the Issuer, Eagle Merger Sub I, Inc. and Rice Energy Inc. dated as of June 19, 2017 attached as Exhibit 2.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 19, 2017.

As of the close of business on the date hereof, JANA may be deemed to beneficially own 10,017,129 Shares (including options to purchase 1,863,500 Shares), representing approximately 5.8% of the Shares outstanding.

As of the close of business on the date hereof, Mr. J. Cohen may be deemed to beneficially own 75,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date hereof, Mr. Herz may be deemed to beneficially own 7,000 Shares, representing less than 0.1% of the Shares outstanding.

As of the close of business on the date hereof, Mr. E. Cohen may be deemed to beneficially own 35,000 Shares, representing less than 0.1% of the Shares outstanding.

By virtue of the Nominee Agreements and the Cooperation Agreement, JANA, each of the Potential Nominees and Mr. E. Cohen may be deemed to have formed a "group" within the meaning of Section 13(d)(3) of the Exchange Act and may be deemed to beneficially own an aggregate of 10,134,129 Shares (including options to purchase 1,863,500 Shares), representing approximately 5.8% of the outstanding Shares. Each Potential Nominee expressly disclaims beneficial ownership of the Shares beneficially owned by JANA, each other Potential Nominee and Mr. E. Cohen. JANA expressly disclaims beneficial ownership of the Shares beneficially owned by each Potential Nominee and Mr. E. Cohen. Mr. E. Cohen expressly disclaims beneficial ownership of the Shares beneficially owned by JANA and each Potential Nominee.

(b) JANA has sole voting and dispositive power 10,017,129 Shares (including options to purchase 1,863,500 Shares), which power is exercised by the Principal. Mr. J. Cohen has sole voting and dispositive power over the 75,000 Shares beneficially owned by him. Mr. Herz has sole voting and dispositive power over the 7,000 Shares beneficially owned by him. Mr. E. Cohen has sole voting and dispositive power over the 35,000 Shares beneficially owned by him.

(c) Information concerning transactions in the Shares effected by the Reporting Persons since the filing of the Original Schedule 13D is set forth in Exhibit F hereto and is incorporated herein by reference. All of the transactions in Shares listed hereto were effected in the open market through various brokerage entities.

Item 7 of the Schedule 13D is being amended and supplemented by the addition of the following:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 5, 2017

EXHIBIT E

July 5, 2017

Board of Directors (the “Board”)

EQT Corporation

625 Liberty Avenue, Suite 1700

Pittsburgh, Pennsylvania 15222

Ladies & Gentlemen,

JANA Partners LLC (“we” or “us”) and industry experts with whom we have partnered together own almost 6% of the outstanding shares of EQT Corporation (“EQT” or the “Company”). We invested in EQT because we believe that the Company trades at a substantial discount to its intrinsic value and has a ready opportunity to unleash this value potential by immediately separating its E&P and midstream businesses into two separate companies, which we estimate could create as much as $4.5 billion (or $26 per share) of value for EQT shareholders, particularly when considering the strategic opportunities it would create. This view has been seconded by our investment partners and potential Board nominees, who led the Atlas Energy complex of companies to create billions of dollars of shareholder value through transactions including a separation of that company’s Marcellus-based E&P and midstream businesses.¹ We were therefore astounded by the news that, rather than pursuing substantial and certain value creation through a separation, EQT is proposing an acquisition of Rice Energy (“Rice”) at a substantial premium which would delay the possibility and potentially increase the cost (given the tax limitations created by the transaction) of an EQT separation, dilute EQT shareholders’ upside from a future separation, unnecessarily increase the complexity of EQT, and immediately destroy shareholder value.

EQT has attempted to justify this proposed acquisition by pointing to claimed financial benefits for EQT shareholders, but this argument withers under the slightest scrutiny:

    – By financing the transaction with over ninety million shares of EQT stock, which EQT management in its announcement of the Rice acquisition blithely acknowledged is undervalued, the Company is diluting EQT shareholders’ upside in a future separation of EQT should the Company pursue one.

          – While EQT claims that a Rice acquisition would generate $2.5 billion of NPV synergy value through G&A savings and increased capital efficiency (with the potential for limited additional synergies from reductions in lease operating expenses), the acquisition premium of $1.8 billion which would be paid by existing EQT shareholders to Rice shareholders exceeds EQT shareholders’ 65% pro forma ownership of the claimed synergy value, which amounts to only $1.6 billion, meaning on day one EQT shareholders would be transferring an additional $200 million of value to Rice shareholders on top of the upside they are forsaking from an eventual separation.

¹ Including separating Atlas Energy Inc (E&P) from Atlas Energy LP and Atlas Pipeline Partners LP, joint venturing a portion of Atlas Energy Inc’s Marcellus acreage with Reliance Industries for $1.7 billion (a record value on a per acre basis) and subsequently selling the company to Chevron for $4.3 billion, and selling Atlas Energy LP and Atlas Pipeline Partners LP to Targa Resources for $7.7 billion.

  –  We believe the value transfer to Rice shareholders may in fact be much greater. As set forth in more detail in the attached appendix, EQT’s calculation of the $2.5 billion of synergies created by the transaction appears highly questionable, and we estimate that the actual synergies could fall short by $1.3 billion, or over 50%. With only 65%, or less than $800 million, of these synergies accruing to EQT shareholders against an acquisition premium of $1.8 billion, EQT shareholders would actually be giving away an additional $1 billion of value.

Even were the Company’s synergy analysis to add up, many of the other “synergies” cited to justify the acquisition are opportunities which Rice can pursue on its own, rather than unique opportunities generated by the transaction, and thus fall outside any logical definition of a synergy. Any EQT shareholder who thinks Rice offers an attractive value or is interested in accessing opportunities which are currently available to Rice can simply purchase Rice stock without having to pay nearly a 40% premium and diluting the value of their EQT stock. Likewise, while EQT claims that this acquisition will improve the Company’s inventory position, the combined Company’s pro forma inventory position would be no more attractive to a shareholder than that which could be attained by owning shares in both EQT and Rice.

In fact, the transaction actually reduces EQT’s reserves-to-production ratio and the duration of its Marcellus drilling inventory, and an apparent uplift in well returns in the core of the Marcellus is overstated given that reported data on EQT’s Marcellus well returns are dragged down by being bundled together with the Company’s lower returning Upper Devonian wells. While it is possible that EQT management sees drilling Rice’s Upper Devonian as a source of synergy, once again this is an opportunity that Rice could pursue on its own (although given the low returns Rice has elected to allocate capital towards more attractive core acreage opportunities). Finally, the claimed benefits from having access to Rice’s dropdown inventory are already embedded in Rice’s value, with any enhancement of EQT’s value (through its stake in EQT GP Holdings, LP) coming at the expense of EQT’s pro forma ownership in Rice Midstream Partners, LP (which the market had already valued assuming an acquisition of Rice’s midstream assets prior to the EQT acquisition announcement).

The remainder of the stated benefits of the proposed Rice acquisition may appeal to EQT management, but offer no unique benefit to EQT shareholders. While the Company claims that the transaction would differentiate EQT as a premier natural gas company with a consolidated footprint in the most economic basin, EQT was already the number one producer in Appalachia. Likewise, while EQT would indeed become the country’s largest natural gas producer, there is no unique value that accurues to shareholders generated simply by being the biggest. While EQT also claims that the transaction gives it the ability to buy undervalued shares in the future, issuing a large amount of undervalued equity today to repurchase undervalued stock in the future is a perversion of basic corporate finance principles, and in any case EQT could simply repurchase its undervalued stock today and that value would be fully captured by EQT shareholders rather than divvied up with Rice shareholders.

Management may argue for the transaction based on the claimed industrial logic of upstream consolidation. However there is little such logic apparent in this proposed acquisition apart from enabling the Company to drill longer laterals, and any improvement in future well returns that this would result in is already accounted for in the claimed synergy value of the transaction to EQT shareholders, which as explained above is dwarfed by the acquisition premium they would be paying. There is no unique science, technology, or know-how that would be obtained by acquiring Rice that could be applied by EQT to improve operations. Likewise, EQT management’s announced drilling program does not accelerate the standalone Rice plan and therefore does not pull forward reserves that Rice was unable to exploit in a timely fashion.

In short, a Rice acquisition would result in EQT paying away more than the value of the transaction synergies, the majority of which are questionable or fall outside any common sense definition of synergies, to Rice shareholders and using shares which EQT management itself acknowledges are undervalued, thus substantially diluting the value of an eventual separation to current EQT shareholders by transferring much of their upside potential to Rice shareholders. It is therefore not surprising that upon announcement of the proposed transaction EQT’s shares fell by 9%, the largest single-day drop in the Company’s stock price in more than five years.² In fact, the obvious superiority of pursuing an immediate separation versus a Rice acquisition truly makes us wonder whether EQT management fully understood the implications of this proposed transaction when it agreed to acquire Rice. If EQT were to consummate this transaction, the Company would potentially be required to put off a separation for two years to avoid realizing “built-in” tax gains for certain Rice assets that would be part of a spinoff and potentially as much as five years to preserve certain Rice tax attributes. Management’s failure to disclose these tax-related timing delays and friction costs presented by the Rice acquisition can only mean that either the Company was unaware of such ramifications or has not been straightforward with shareholders about them, neither of which are acceptable.

^{2 While EQT’s shares have since largely recovered, this was only after the Company received a favorable FERC final EIS review for its Mountain Valley Pipeline and after share prices for the overall industry increased.} 

For these reasons, we intend to oppose this transaction and we believe based on our discussions with other shareholders that most other EQT shareholders will as well, particularly as the facts about the proposed acquisition are more widely understood. Going forward, we believe that it may be necessary to add new Board members who will do a better job of safeguarding shareholder interests, and thus we are prepared if necessary to nominate highly-qualified and independent nominees who have each made substantial personal investments in EQT’s stock. Should you wish to discuss this matter further, we can be reached at (212) 455-0900.

Sincerely,

/s/ Barry Rosenstein

Barry Rosenstein

Managing Partner

JANA Partners LLC

Appendix

EXHIBIT F

Transactions in Shares of the Issuer Since the Filing of the Original Schedule 13D

The following table sets forth all transactions in the Shares effected since the filing of the Original Schedule 13D by the Reporting Persons. Except as otherwise noted, all such transactions were effected in the open market through brokers and the price per share is net of commissions.

JANA