Mail Stop 4628
                                                              September 21,
2018


David J. Matlin
Chief Executive Officer
Matlin & Partners Acquisition Corporation
585 Weed Street
New Canaan, CT 06840

       Re:    Matlin & Partners Acquisition Corporation
              Revised Preliminary Proxy Statement on Schedule 14A
              Filed September 13, 2018
              File No. 1-38025

Dear Mr. Matlin:

       We have reviewed your amended filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.
Unless we note otherwise, our references to prior comments are to comments in
our September
5, 2018 letter.

Risk Factors, page 34

Risks Related to MPAC and the Business Combination, page 45

The A&R Charter will designate the Court of Chancery of the State of Delaware .
.. . . , page 56

1.     We note that your forum selection provision will identify the Court of
Chancery of the
       State of Delaware as the exclusive forum for certain litigation,
including any "derivative
       action." Please disclose whether this provision will apply to actions
arising under the
       Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates
       exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
       by the Exchange Act or the rules and regulations thereunder. If this
provision will not
       apply to actions arising under the Exchange Act, please also ensure that
the exclusive
       forum provision in your governing documents states this clearly.
 David J. Matlin
Matlin & Partners Acquisition Corporation
September 21, 2018
Page 2

Background of the Business Combination, page 103

2.     We note your revised disclosure at page 107 in response to prior comment
8. Please
       disclose the reasons why MPAC decided to focus on pursuing a transaction
with USWS
       and discontinue discussions with the alternative target.

3.     We note your revised disclosure in response to prior comment 9. Please
revise to explain
       why MPAC used approximate 25% to 30% discount rates for the total
enterprise
       valuation.

Our Board of Directors' Reasons for the Approval of the Business Combination,
page 109

4.     We note your revised disclosure in response to prior comment 12. Please
disclose the
       multiples of EV/EBITDA and EV/HPP and the trading multiples implied by
the
       consideration for the Business Combination that the MPAC board used in
its comparable
       company analysis and discuss the conclusion of the MPAC board with
respect to this
       analysis. In that regard, please clarify the "substantial discount"
referenced here.

Management's Discussion and Analysis of Financial Condition and Results of
Operations of
USWS, page 172

Liquidity and Capital Resources, page 179

Cash Flows from Operating, Investing and Financing Activities, page 179

Capital Expenditures, page 180

5.     We note your response to prior comment 15 but we were unable to locate
the responsive
       disclosures. Given the capital intensive nature of your operations,
please explain to us
       what consideration you have given to quantifying the amount of
maintenance capital
       expenditures and growth capital expenditures budgeted and incurred for
2018.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 David J. Matlin
Matlin & Partners Acquisition Corporation
September 21, 2018
Page 3

        You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or Mark
Wojciechowski, Staff Accountant, at (202) 551-3759 if you have questions
regarding comments
on the financial statements and related matters. Please contact Lisa
Krestynick, Staff Attorney,
at (202) 551-3056 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


cc:    Charles H. Still, Jr.
       Bracewell LLP