Mail Stop 4628

                                                             May 30, 2018

James Daniel Westcott
President and Chief Financial Officer
Legacy Reserves Inc.
303 W. Wall St., Suite 1800
Midland, Texas 79701

       Re:     Legacy Reserves Inc.
               Amendment No. 1 to Registration Statement on Form S-4
               Filed May 14, 2018
               File No. 333-224182

Dear Mr. Westcott:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to these comments, we may have additional comments.
Unless we
note otherwise, our references to prior comments are to comments in our May 4,
2018 letter.

Summary Selected Unaudited Pro Forma Condensed Consolidated Financial
Information,
page 26

1.     We note that your pro forma adjustment to current liabilities due to the
acceleration of
       vesting dates related to the change of control was revised from $27.4
million to $15.1
       million. Tell us the reason for the decrease in the adjustment amount
and explain the
       difference between the adjustment amount and the amounts disclosed on
page F-68.

2.     You disclose that you determined the amount of your long term incentive
plan
       liabilities using the average closing price of the units over the first
five business days
       preceding the announcement of the Corporate Reorganization. Revise your
pro forma
       disclosures to use the most recent unit price at the time of filing.
Please disclose the
       date at which the unit price was determined. You may also consider
disclosing a
 James Daniel Westcott
Legacy Reserves Inc.
May 30, 2018
Page 2

       sensitivity analysis for the range of possible outcomes based upon
percentage
       increases and decreases in the recent unit price.
3.     We note you intend to fund the long term incentive plan liabilities with
borrowings.
       Revise your disclosures to include pro forma adjustments for the
increase to your
       borrowings and related interest expense.

Quantification of Potential Payments to Named Executive Officers in Connection
with the
Corporate Reorganization, page 67

4.     Please revise your disclosure to calculate the price per share using the
average closing
       market price of Legacy Reserves LP's securities over the first five
business days
       following the first public announcement of the transaction. You
presently disclose
       that you calculated the price share price using the average over the
five business days
       "preceding" the first public announcement. See Item 402(t) and
Instruction 1 to the
       Instructions to Item 402(t)(2) of Regulation S-K.

Comparison of the Rights of Stockholders and Unitholders, page 77

5.     We note your response to prior comment 12. Notwithstanding your analysis
and
       discussion, we continue to believe that certain new provisions of New
Legacy's
       amended and restated certificate and bylaws should be presented as
separate
       proposals to allow for shareholders to vote on each matter separately.
In this regard,
       various new provisions of New Legacy's amended and restated certificate
and
       bylaws, including the classified board of directors, exclusive forum and
the super
       majority voting provisions appear to substantively affect shareholder
rights and differ
       from the terms of the Partnership Agreement. Please revise to unbundle
these matters
       as separate proposals pursuant to Rule 14a-4(a)(3). For guidance, please
refer to
       Question 101.02 of the Compliance and Disclosure Interpretations
(Regarding
       Unbundling under Rule 14a- 4(a)(3) Generally), available on our website.

Management's Discussion and Analysis of Financial Condition and Results of
Operations of
the Partnership, page 113

Capital Resources and Liquidity, page 124

Cash Flow from Investing Activities, page 126

6.     The amount of remaining borrowing capacity under the Revolving Credit
Agreement
       of $69.2 million as of April 30, 2018 disclosed here does not agree to
the $56.2
       million available, as disclosed on page 129. Please reconcile the
amounts and revise
       your disclosure, as applicable.
 James Daniel Westcott
Legacy Reserves Inc.
May 30, 2018
Page 3

       You may contact Diane Fritz at (202) 551-3331 or Shannon Buskirk, Staff
Accountant, at (202) 551-3311 if you have questions regarding comments on the
financial
statements and related matters. You may contact John Hodgin, Petroleum
Engineer, at (202)
551-3699 with questions about engineering comments. Please contact Kevin
Dougherty at
(202) 551-3271 or Loan Lauren P. Nguyen, Legal Branch Chief, at (202) 551-3642
with any
other questions.

                                                         Sincerely,

                                                         /s/ Loan Lauren P.
Nguyen for

                                                         John Reynolds
                                                         Assistant Director
                                                         Office of Natural
Resources