Magnolia Oil & Gas Corporation
1001 Fannin Street, Suite 400
Houston, Texas 77002
(713)842-9050
August 28, 2018
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 FormS-3 (FileNo. 333-226795) 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 5:15 p.m., Eastern Time, on August 30, 2018, 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, | ||
| Magnolia Oil & Gas Corporation | ||
| By: | /s/ Christopher Stavros | |
| Name: | Christopher Stavros | |
| Title: | Executive Vice President, Chief Financial Officer and Secretary | |
