UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                          WASHINGTON, D.C. 20549-3628


     DIVISION OF
CORPORATION FINANCE


                                                              December 7, 2018

  Via E-Mail
  Mollie H. Duckworth, Esq.
  Baker Botts L.L.P.
  910 Louisiana Street
  Houston, TX 77002-4995

          Re:     EQGP Holdings, LP
                  Schedule 13E-3 filed by Equitrans Midstream Corporation
                  Filed on November 30, 2018
                  File No. 5-88854

  Dear Ms. Duckworth:

          We have reviewed the above filing 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
  filing person's disclosure.

         Please respond to this letter by amending the filing, by providing the
requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to the filing person's facts and circumstances or
do not believe an
  amendment is appropriate, please tell us why in your response.

         After reviewing any amendments to the filing and the information you
provide in
  response to these comments, we may have additional comments. All defined
terms used here
  have the same meaning as in Disclosure Statement.

  Schedule 13E-3

  1.      Please advise why the Unit Purchases do not constitute a tender offer
subject to
          Regulations 14D and 14E.

  2.      Item 2(f) refers to page 1 of the Disclosure Statement, however the
relevant paragraph on
          page 2 does not appear responsive to the disclosure described in Item
1002(f) of
          Regulation M-A. Please advise or revise as appropriate.
 Mollie H. Duckworth, Esq.
Baker Botts L.L.P.
December 7, 2018
Page 2

Disclosure Statement

The Position of ETRN Regarding the Fairness of the Transaction, page 9

3.     The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
       to a filing person's fairness determination and should be discussed in
reasonable detail.
       See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719
(April 13,
       1981). Please revise this section to either include the factors
described in clauses (iii) and
       (vi) of Instruction 2 to Item 1014 or explain why such factors were not
deemed material
       or relevant.

Analysis Provided by the Financial Advisors to ETRN, page 11

4.     Disclosure on page 13 indicates that "[t]he matters considered by the
Financial Advisors
       in their financial analyses and reflected in the Financial Advisor
Materials were
       necessarily based on various assumptions..." With a view towards
disclosure, please
       advise us what consideration you gave to including in the Disclosure
Statement a
       description of these specific assumptions.

Miscellaneous, page 17

5.     As discussed with you on our telephone call today, please revise this
section to quantify
       any compensation received in the past two years, or to be received, by
each of
       Guggenheim Securities and Goldman Sachs, as a result of the relationship
between
       Guggenheim Securities or Goldman Sachs, on the one hand, and EQGP or its
affiliates,
       on the other. Refer to Item 9 of Schedule 13E-3 and Item 1015(b)(4) of
Regulation M-A.

Financial Projections, page 21

6.     Disclosure on page 21 indicates that "[t]hese projections and
forecasts...were based on
       ...assumptions about future events." Please revise to disclose such
assumptions.

Source and Amount of Funds, page 35

7.     Please supplement the disclosure to provide the stated and effective
interest rates of the
       Term Facility or a narrative description thereof to the extent the
specific rates are as of
       yet unknown. Refer to Item 10 of Schedule 13E-3 and Item 1007(d)(1) of
Regulation M-
       A.
                                     *       *      *        *

        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.
 Mollie H. Duckworth, Esq.
Baker Botts L.L.P.
December 7, 2018
Page 3

       Please direct any questions to me at (202) 551-3444. You may also
contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the
following ZIP code:
20549-3628.

                                                           Sincerely,

                                                           /s/ Perry J. Hindin

                                                           Perry J. Hindin
                                                           Special Counsel
                                                           Office of Mergers &
Acquisitions