Matador Resources Company
One Lincoln Centre
5400 LBJ Freeway, Suite 1500
Dallas, Texas 75240
January 31, 2012
Mr. H. Roger Schwa11
Assistant Director Natural Resources
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | Matador Resources Company |
Amendment No. 5 to Registration Statement on Form S-1
Filed January 27, 2012
File No. 333-176263
Dear Mr. Schwall:
In conjunction with the responses to the letter dated January 31, 2012, containing comments from the staff of the Securities and Exchange Commission (the “Staff”) relating to the above-referenced filings, Matador Resources Company (the “Company”) hereby acknowledges the following:
| 1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filings; |
| 2. | The Staff’s comments or changes to disclosures in response to the Staff’s comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and |
| 3. | The Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States. |
Very truly yours,
| Matador Resources Company | ||
| By: | /s/ Nathan Pekar | |
| Name: | Nathan Pekar | |
| Title: | Business Development Manager and General Counsel | |
