Mail Stop 4628
                                                            October 9, 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 October 3, 2018
              File No. 1-38025

Dear Mr. Matlin:

       We have reviewed your amended filing and have the following comment. 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 comment 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
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments.
Unless we note otherwise, our reference to the prior comment is to the verbal
comment issued on
October 1, 2018.

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 your revised disclosure regarding your exclusive forum provision
and actions
      arising under the Securities Act. Please revise your disclosure to state
that a court may
      determine that the provision is unenforceable, and to state that
shareholders will not be
      deemed to have waived the company's compliance with the federal
securities laws and
      the rules and regulations thereunder.
 David J. Matlin
Matlin & Partners Acquisition Corporation
October 9, 2018
Page 2

        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.

        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