Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Rice Daniel
   2. Issuer Name and Ticker or Trading Symbol
Rice Energy Inc. [RICE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
171 HILLPOINTE DRIVE, SUITE 301		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2014
(Street)

CANONSBURG, PA 15317		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock 01/29/2014   J(1)   2,356,844 A (1) 2,356,844 D  
Common stock 01/29/2014   J(2)   20,000,000 A (1) 20,000,000 I By Rice Energy Family Holdings, LP (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Rice Daniel
171 HILLPOINTE DRIVE, SUITE 301
CANONSBURG, PA 15317		   X   X    

Signatures

 /s/ Daniel J. Rice III, by William E. Jordan, Attorney-in-Fact   01/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the initial public offering ("IPO") of Rice Energy Inc. (the "Issuer"), and pursuant to the Master Reorganization Agreement, dated as of January 23, 2014, by and among the Issuer, the Reporting Person, Rice Energy Family Holdings, LP, NGP RE Holdings, L.L.C., NGP RE Holdings II, L.L.C., Rice Drilling B LLC, Rice Merger LLC, Rice Energy Appalachia, LLC ("REA"), each of the persons holding incentive units representing interests in REA, Rice Energy Holdings LLC and NGP Rice Holdings LLC (the "Master Reorganization Agreement"), the Reporting Person contributed his interest in REA to the Issuer in exchange for 2,356,844 shares of the Issuer's common stock.
(2) In connection with the IPO of the issuer, and pursuant to the Master Reorganization Agreement, Rice Energy Family Holdings, LP contributed its interest in REA to the Issuer in exchange for 20,000,000 shares of the Issuer's common stock.
(3) Rice Energy Family Holdings, LP is the sole member of Rice Energy Holdings LLC. Rice Energy Management LLC is the general partner of Rice Energy Family Holdings, LP. Rice Energy Management LLC is controlled by a board of managers, consisting solely of Daniel J. Rice III. By virtue of his relationship with Rice Energy Family Holdings, LP, Daniel J. Rice III is deemed to have an indirect beneficial interest in the shares of common stock held by Rice Energy Family Holdings, LP. Daniel J. Rice III disclaims beneficial ownership of any interests in the Issuer in excess of his indirect pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such interests for purposes of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.