Magnolia Oil & Gas Corporation
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
Phone: (713) 842-9050
July 24, 2019
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, NE
Washington, DC 20549
Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (File No. 333-232593) of Magnolia Oil & Gas Corporation (the “Registrant”)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests that the effective time of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 3:00 p.m., Eastern Time, on July 26, 2019, or as soon thereafter as is practicable.
If you need additional information, please contact Douglas E. McWilliams or Sarah K. Morgan of Vinson & Elkins L.L.P., the Registrant’s outside counsel, at (713) 758-3613 or (713) 758-2977, respectively.
| Very truly yours, | |
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| Magnolia Oil & Gas Corporation | |
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| By: | /s/ Timothy D. Yang |
| Name: | Timothy D. Yang |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
