MAGNOLIA OIL & GAS CORPORATION
Nine Greenway Plaza, Suite 1300
Houston, Texas 77046
Phone: (713) 842-9050
July 1, 2019
Via EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Anuja A. Majmudar |
| Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-4/A (File No. 333-232003) (the “Registration Statement”) of Magnolia Oil & Gas Corporation, a Delaware corporation (the “Registrant”) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests that the effectiveness of the above captioned Registration Statement be accelerated so that the Registration Statement will become effective on July 3, 2019 at 4:00 p.m., New York time, or as soon thereafter as practicable, unless the Registrant notifies you otherwise prior to such time.
(Signature Page Follows)
Very truly yours,
| MAGNOLIA OIL & GAS CORPORATION | ||
| By: | /s/ Timothy D. Yang | |
| Name: | Timothy D. Yang | |
| Title: | Vice President, General Counsel and Secretary | |
| cc: | Douglas E. McWilliams, Vinson & Elkins L.L.P. |
Sarah K. Morgan, Vinson & Elkins L.L.P.
