September 14, 2015

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 

Re:

Request for Acceleration of Effectiveness of Registration Statement on Form S-4

(Registration Statement No. 333-204595)

Ladies and Gentlemen:

Matador Resources Company (the “Registrant”) hereby requests that pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the effectiveness of its Registration Statement on Form S-4 (Registration Statement No. 333-204595) (as amended by Amendment No. 1 to Form S-4 Registration Statement, the “Registration Statement”) be accelerated so that the Registration Statement will become effective on September 16, 2015, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

In connection with making this request, the Registrant acknowledges 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

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the Registrant may not assert 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.

 

 

cc:		Parhaum J. Hamidi
		Loan Lauren P. Nguyen
		H. Roger Schwall
		Securities and Exchange Commission
		Mr. Joseph Wm. Foran
		Matador Resources Company
		Mr. Douglass M. Rayburn
		Baker Botts L.L.P.