July 12, 2018
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549
| Attention: | Mr. John Reynolds |
| Mr. Karl Hiller |
| Mr. John Hodgin |
| Re: | Par Pacific Holdings, Inc. |
| Form10-K for Fiscal Year Ended December 31, 2017 |
| Filed March 12, 2018 |
| FileNo. 001-36550 |
Gentlemen:
This letter supplements our response dated July 9, 2018 (the “Response”) to your letter dated June 29, 2018, to Par Pacific Holdings, Inc. (the “Company”), transmitting the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to the above referenced Annual Report on Form10-K for the Year Ended December 31, 2017 (the“Form 10-K”). As discussed with the Staff, by this letter, we confirm that we will make the disclosure revisions set forth inAppendix A to the Response in Item 5 of our Form10-Q for the second quarter of 2018.
Please call the undersigned at (832)916-3386 with any additional comments or questions you may have.
| Very truly yours, |
| /s/ J. Matthew Vaughn |
J. Matthew Vaughn Senior Vice President and General Counsel |