[Matador Letterhead]
May 8, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Mr. H. Roger Schwall
| Re: | Matador Resources Company |
| Registration Statement on Form S-3 filed on April 9, 2013 |
| File No. 333-187808, as amended (the “Registration Statement”) |
Dear Mr. Schwall:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Matador Resources Company (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 4:00 p.m., Eastern Daylight Time, on May 9, 2013, or as soon thereafter as practicable.
In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:
| • | should the Securities and Exchange Commission (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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and 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. |
Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Bruce Newsome at (214) 651-5119.
Very truly yours,
Matador Resources Company | ||
| By: | /s/ Joseph Wm. Foran | |
| Chairman, President and Chief Executive Officer | ||
| cc: | Craig Adams |
| Bruce Newsome |