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Gulfport
Energy Corporation

3001 Quail Springs Parkway

Oklahoma City, Oklahoma 73134

VIA
EDGAR

July
23, 2021

    Attention:
    Brad Skinner

    Loan Lauren Nguyen

    Irene Barberena-Meissner

United
States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, D.C. 20549

    Re:
    Gulfport Energy Corporation

    Form T-3

    Filed May 10, 2021

    File No. 022-29093

Ladies
and Gentlemen:

On
behalf of Gulfport Energy Corporation (the “Company”) and its subsidiaries, we submit this letter in response to the
verbal comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
with respect to the Application for Qualification of Indenture on Form T-3 filed on May 10, 2021 (as subsequently amended, the “Form
T-3”) by the Company and each of the other applicants listed on the cover page of the Form T-3 (collectively, the “Applicants”)
relating to the indenture (the “New Notes Indenture”) governing the Company’s 8.0% Senior 1145 Notes due 2026
(the “New Notes”). For the convenience of the Staff’s review, we have set forth the comments in italics, followed
by the responses of the Applicants.

    1.
    Has the Company considered
    whether, and if so how, qualifying the Form T-3 after the notes were sold impacts the rights and protections of the noteholders?  What
    is the impact of the qualification now if the Company is of the view that the noteholders rights and protections are the same?

Response:
The Company believes that the holders of the New Notes (the “Noteholders”) have received substantially the same protections
that are provided by the Trust Indenture Act of 1939 (as amended, the “TIA”) even though the New Notes Indenture has not
yet been deemed qualified under the TIA. The Company is of the view that the qualification now of the New Notes Indenture does not substantially
change the rights and protections of the Noteholders, since the New Notes Indenture was drafted to comply with the provisions of the
TIA and the Noteholders have received significant disclosure regarding, and were involved with the drafting of, the New Notes Indenture.
Even though the Company does not view the rights and protections of the Noteholders as substantially changing with the qualification
of the Form T-3, it would prefer to finalize the process and complete the technical compliance with the TIA by qualifying the Form T-3.

The
qualification process, in addition to ensuring adequate disclosure to the Noteholders, serves to ensure the provisions of the indenture
comply with the TIA. The mandatory indenture provisions of the TIA are intended to provide certain procedural safeguards for bondholders
and do so by addressing several categories of protection, including: (1) eligibility and disqualification of the trustee, including conflicting
interests, (2) preferential collection of claims by the trustee, (3) maintenance of bondholders’ lists by the trustee, (4) the
provision of certain reports by the trustee to bondholders, (5) reports required to be delivered by the issuer with respect to, among
other things, indenture compliance, (6) duties of the trustee, (7) directions of the bondholders, and (8) special powers of the trustee.
As discussed in our letter dated June 15, 2021, the New Notes Indenture was drafted to incorporate the provisions of the TIA where applicable.
These provisions are woven throughout the New Notes Indenture and address each of the above categories of protection. For example:

 ● Eligibility
                                            and disqualification of the trustee (TIA §310): The New Notes Indenture expressly
                                            provides that (i) the trustee must satisfy the eligibility requirements of the TIA, including
                                            having certain minimum capital amounts, and (ii) requires the trustee to resign, and provides
                                            the Noteholders the right to remove the trustee, in the event certain conflicting interests
                                            of the trustee are not cured.

 ● Preferential
                                            collection of claims (TIA §311): The New Notes Indenture expressly requires compliance
                                            with TIA §311, which requires the trustee to set apart in a separate account certain
                                            amounts for the benefit of the Noteholders in the event the trustee becomes a creditor of
                                            the issuer within three months of a default.

 ● Maintenance
                                            of bondholders’ lists (TIA §312): In accordance with TIA §312, the New
                                            Notes Indenture expressly requires the trustee to maintain a list of the names and addresses
                                            of Noteholders and provide such names and addresses to Noteholders that wish to communicate
                                            with other Noteholders with respect to their rights under the New Notes Indenture.

 ● Provision
                                            of reports by the trustee (TIA §313): The New Notes Indenture expressly requires
                                            the trustee to provide to the Noteholders the annual report required by TIA §313, which
                                            must include disclosure of, among other things, any changes in the trustee’s eligibility,
                                            new conflicting interests, and any actions taken by the trustee that were requested by the
                                            issuer.

 ● Reports
                                            required to be delivered by the issuer (TIA §314): In accordance with TIA §314,
                                            the New Notes Indenture requires the Company to provide the trustee and Noteholders the reports
                                            it is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Securities
                                            Exchange Act of 1934 and requires the Company to provide the trustee with an annual compliance
                                            certificate. Additionally, any action of the trustee requested by the Company must be accompanied
                                            by an officer’s certificate and opinion of counsel providing that the conditions precedent
                                            to such action pursuant to the New Notes Indenture have been complied with.

 ● Duties
                                            of the trustee (TIA §315): In accordance with TIA §315, subject to certain
                                            exceptions, the New Notes Indenture expressly requires the trustee to notify bondholders
                                            of any known default within 90 days after it occurs and use a requisite level of care in
                                            exercising its rights under the New Notes Indenture in connection with such default.

 ● Directions
                                            of the bondholders (TIA §316): In accordance with TIA §316, the New Notes Indenture
                                            authorizes holders of not less than a majority in principal amount of the Notes to (i) direct
                                            the trustee to enforce the terms of the New Notes Indenture as part of a proceeding and (ii)
                                            authorize the waiver of past defaults.

 ● Special
                                            powers of the trustee (TIA §317): In accordance with TIA §317, the New Notes
                                            Indenture provides the trustee with special powers to recover judgement against the Company
                                            for unpaid principal and interest and file proofs of claim and other papers or documents
                                            as may be necessary or advisable in order to have the claims of the trustee and the Noteholders
                                            allowed in any judicial proceedings relative to the Company, its creditors or its property.

A
more detailed summary of the mandatory provisions of the TIA and the corresponding sections of the New Notes Indenture intended to address
such provisions of the TIA can be found in Annex A hereto. To the extent any portion of a mandatory TIA provision was not expressly
addressed in the New Notes Indenture, the New Notes Indenture contains various catch-all provisions, including the following:

 ● Section
                                            1.03: “Incorporation by Reference of Trust Indenture Act. This Indenture
                                            is subject to the mandatory provisions of the Trust Indenture Act which are incorporated
                                            by reference in and made a part of this Indenture.”

 ● Section
                                            11.01: “Trust Indenture Act Controls. If any provision of this Indenture
                                            limits, qualifies or conflicts with another provision which is required to be included in
                                            this Indenture by the Trust Indenture Act, the required provision shall control.”

These provisions expressly incorporate by reference any mandatory provision
of the TIA into the New Notes Indenture and specifically state that the TIA will control if there is any conflict.

*****

    2

If
any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact
Michael W. Rigdon of Kirkland & Ellis LLP at (713) 836-3647 with any questions or further comments regarding the responses to
the Staff’s comments.

    Sincerely,

    Gulfport Energy
    Corporation

    By:
    /s/
    Patrick K. Craine

    Name:
    Patrick K. Craine

    Title:
    General Counsel and Corporate Secretary

Enclosures

 cc: Michael
W. Rigdon (Kirkland & Ellis LLP)

    3

ANNEX
A

    Summary
    of Mandatory TIA Provision
    Excerpt
    from Corresponding Section of New Notes Indenture

    §310(a)
    In
    accordance with §310(a)(1) of the TIA, every qualified indenture must contain at all times at least one qualified “institutional
    trustee,” which must, in accordance with §310(a)(1) and (a)(2): (i) be a corporation organized and doing business under
    the laws of the United States or permitted to act as a trustee by the SEC and (ii) have a combine capital and surplus, which must
    at all times be above $150,000.
    §7.10
    The
    Trustee shall at all times satisfy the requirements of Trust Indenture Act §310(a). The Trustee shall have a combined capital
    and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.”

    §310(b)
    Under
    §310(b) of the TIA, a trustee will be “disqualified” from serving as trustee under an indenture where the trustee
    is deemed to have a conflicting interest. A trustee is deemed to have a conflicting interest if the indenture securities are in “default”
    and, among other criteria: (i) such trustee serves as trustee of another indenture relating to other securities of the issuer, (ii)
    the trustee or its directors or officers are an underwriter (or control or in common control with such underwriter) of the indenture
    securities, (iii) such issuer owns a certain percentage of the securities of the trustee, or (iv) such trustee owns the collateral
    relating to such obligation under the indenture. If the trustee has a conflicting interest under the TIA, then, within 90 days after
    ascertaining that it has such conflicting interest, and if the conflicting interest has not been cured or duly waived or otherwise
    eliminated before the end of such 90-day period, the trustee must either: (i) eliminate the conflicting interest; or (ii) resign.
    Where the trustee is forced to resign because of a conflicting interest, the issuer must, pursuant to §310(b) of the TIA, take
    prompt steps to have a successor trustee appointed in the manner provided in the indenture.
    §7.10

    The Trustee shall comply with Trust Indenture Act §310(b); provided, however, that there shall be excluded from the operation of Trust Indenture Act §310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in Trust Indenture Act §310(b)(1) are met.

    §7.08
    The
    Trustee may resign at any time by so notifying the Company….

    The
    Company shall remove the Trustee if…the Trustee fails to comply with Section 7.10 [which requires compliance with TIA §310(b)]

    If
    the Trustee fails to comply with Section 7.10 [which requires compliance with TIA §310(b)], any Securityholder may petition
    any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

    If
    the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Securities and such Holders
    do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee
    in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

    §311
    Under
    §311 of the TIA, if the indenture trustee is or becomes a creditor, directly or indirectly, secured or unsecured, of the issuer
    within three months prior to a default, then the trustee must set apart and hold in a special account for the benefit of the trustee
    and securityholders an amount equal to any and all reductions in the amount due and owing upon any claim as such creditor in respect
    of principal or interest, effected after the beginning of such three months’ period and valid as against such issuer and its
    other creditors.
    §7.11
    The
    Trustee shall comply with Trust Indenture Act §311(a), excluding any creditor relationship listed in Trust Indenture Act §311(b).
    A Trustee who has resigned or been removed shall be subject to Trust Indenture Act § 311(a) to the extent indicated.

    4

    §312(a)
    Under
    §312(a) of the TIA, the issuer is required to deliver to the trustee the names and addresses of bondholders at intervals of
    not more than six months and such other times that the trustee may request in writing.
    §2.05
    The
    Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses
    of Securityholders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing at least five Business
    Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as
    of such date as the Trustee may reasonably require of the names and addresses of Securityholders.

    §312(b)
    Under
    §312(b) of the TIA, if the trustee receives a written application from three or more securityholders requesting that such securityholders
    desire to communicate with other securityholders with respect to their rights under the indenture or the indenture securities, the
    trustee must, within five business days of receiving the application, either: (i) provide the applicant securityholders access to
    the securityholder lists that are maintained by the trustee; or (ii) inform the applican