Via EDGAR
January 6, 2017
H. Roger Schwall
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Extraction Oil & Gas, Inc.
Registration Statement on Form S-1
File No. 333-215282
Ladies and Gentlemen:
On behalf of Extraction Oil & Gas, Inc., and pursuant to with Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-1 be accelerated to 3:30 p.m., Washington, D.C. time, on January 10, 2017, or as soon as practicable thereafter.
Thank you for your assistance in this matter.