| Harvest Oil & Gas Corp. 1001 Fannin Street, Suite 450 Houston, Texas 77002 (713) 651-1144 |
October 3, 2018
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: | Anuja A. Majmudar |
| Attorney-Advisor |
Re: | Harvest Oil & Gas Corp. |
| Registration Statement on Form S-1 |
| File No. 333-227519 |
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Harvest Oil & Gas Corp., a Delaware corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-227519, as amended (the “Registration Statement”), to 4:00 p.m., Eastern Time, on Friday, October 5, 2018, or as soon thereafter as practicable.
Please contact Matthew R. Pacey, P.C., of Kirkland & Ellis LLP, special counsel to the Company, at (713) 836-3786, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
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Securities and Exchange Commission
October 3, 2018
Page 2
| Very truly yours, |
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| Harvest Oil & Gas Corp. |
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| By: | /s/ MICHAEL E. MERCER |
| Name: | Michael E. Mercer |
| Title: | President and Chief Executive Officer |