November 14, 2018

Brandon Elliott
Chief Executive Officer
Northern Oil and Gas, Inc.
601 Carlson Parkway, Suite 990
Minnetonka, MN 55305

       Re: Northern Oil and Gas, Inc.
           Registration Statement on Form S-3
           Filed October 23, 2018
           File No. 333-227945

Dear Mr. Elliott:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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.

Registration Statement on Form S-3

Explanatory Note, page 1

1.     We note that you are registering for resale 23,611,296 shares of common
stock that may
       be issued as additional consideration to the selling shareholders under
the Purchase and
       Sale Agreements. It appears that you do not have a completed private
placement with
       respect to the aforementioned shares. Please provide a detailed analysis
explaining why
       the offering of these shares is a valid secondary offering and whether
you intend to rely on
       the guidance provided in Question 139.11 of the Securities Act Sections
Compliance and
       Disclosure Interpretations.
       We remind you that the company and its management are responsible for
the accuracy
 Brandon Elliott
Northern Oil and Gas, Inc.
November 14, 2018
Page 2

and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Lisa Krestynick, Staff Attorney, at 202-551-3056 or
Lauren Nguyen,
Legal Branch Chief, at 202-551-3642 with any questions.



FirstName LastNameBrandon Elliott                          Sincerely,
Comapany NameNorthern Oil and Gas, Inc.
                                                           Division of
Corporation Finance
November 14, 2018 Page 2                                   Office of Natural
Resources
FirstName LastName