SecProbe.io

December 30, 2013

Via E -mail
Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcon Resources Corporation
1000 Louisiana Street, Suite 6700
Houston, TX  77002

Re: Halcon Resources Corporation
 Form 10 -K for the Fiscal Year e nded December  31, 2012
 Filed February 28, 2013
 Form 10 -Q for the Quarterly Period ended September 30, 2013
 Filed November 4, 2013
 Form 8 -K
 Filed November 4, 2013
 File No . 001-35467

Dear Mr. Mize :

We have reviewed your filing s 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 within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and cir cumstances or do not
believe amendment s are appro priate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these comments , we may have  additional comments.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 2

 Form 10 -K for the Fiscal Year ended December 31, 2012

Busines s, page 7

Oil and Natural Gas Operations, page 18

1. You disclose that a significant percentage of your net undeveloped acreage will expire
over the next three years.  Please tell us the extent to which you have assigned any proved
undeveloped reserves as of December 31, 2012  to locations which are currently scheduled
to be drilled after lease expiration.  If your undeveloped reserves include any such
locations, please r efer to Rule 4 -10(a)(26) of Regulation S -X and tell us the steps you will
take regarding an extension of your legal right to these leases; otherwise, please remove
these undeveloped reserves as proved reserves in your next filing.

2. You state on page 20 and  elsewhere on page 135 that as of December 31, 2012 “more than
97% of our PUD reserves are less than five years old. ”  For purposes of determining the
five year period, Item 1203(d) of Regulation S -K identifies the initial disclosure and date
thereof as th e starting reference date.
 Please tell us and also revise your statement to clarify the extent to which any of your
proved undeveloped volumes disclosed as of December 31, 2012 will take more than
five years since initial disclosure to develop.
 If any of your proved undeveloped reserves will take more than five years to develop
since initial disclosure, please refer to question 131.03 in the SEC Compliance and
Disclosure Interpretations (C&DIs), issued October 26, 2009 and updated May 16,
2013, and advi se us what specific circumstances justify a period longer than five
years; otherwise, please remove these undeveloped reserves as proved reserves in your
next filing.  You may find the C&DIs on our website at the following address:
http://www.sec.gov/divisions/corpfin/guidance/oilandgas -interp.htm .

3. Please expand your disclosure on page 20 and elsewhere on page 135 to present the total
dollar amounts of capital expenditures m ade during the year to convert proved
undeveloped reserves to proved developed reserves.  Please refer to Item 1203(c) of
Regulation S -K.

4. Please expand your disclosure on page 20 and elsewhere on page 135 relating to the
material changes in proved undevel oped reserves that occurred during 2012 to include an
explanation for the changes attributable to revisions and extensions and discoveries.
Please refer to Item 1203(b) of Regulation S -K.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 3

 Consolidated Financial Statements and Supplementary Data, page 69

Supplemental Oil and Gas Information (Unaudited), page 132

Oil and Natural Gas Reserves, page 132

5. With a view to expand your disclosure  under FASB ASC paragraph 932 -235-50-5 and
Item 1203(b) of Regulation S -K, please explain to us the causes for the downward revision
of the previous estimates in proved reserves as of December 31, 2012 while as of the same
date you disclose a significant upward revision of the previous estimates in proved
undeveloped reserves.

6. You disclose significant additions in pro ved reserves as of December 31, 2012 relating to
extensions and discoveries and have stated that “reliable technologies were used to
determine areas where proved undeveloped (PUD) locations were more than one offset
away from a producing well.”  With a vie w to expand the disclosure of the material
additions in your reserves as required under Item 1202(a)(6) of Regulation S -K, please
quantify for us the number of proved undeveloped locations and associated proved net
reserves added that are more than one off set away from an existing proved producing  well.
Also tell us if any of the wells drilled to date that were more than one offset away from a
producing well at the time of their drilling were not determined to be economically
producible.

Form 10 -Q for the  Quarterly Period ended September 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 41

Capital Resources and Liquidity, page 43

7. We note, among other items, that (i) your Senior Credit Agreement and you r senior
unsecured debt indentures contain a number of financial covenants, (ii) your Senior Credit
Agreement was amended a number of times during 2013 and that some of these
amendments appear related to the financial covenants, (iii) your risk factor on p age 59
refers to possible acceleration, cross - acceleration, and cross -default provisions, (iv) debt
limitation covenants contained in your indentures have reduced the effective borrowing
base in the Senior Credit Agreement from $850 million to $710 millio n, and (v) you have
recorded a $909 million full cost ceiling impairment, partially attributable to a reallocation
of capital and related transfer of unevaluated property costs to the full cost pool.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 4

  Please revise your disclosure to discuss in further detail the debt limitation covenants and
the consequences of the limitations to your financial condition and operating performance.
Refer to FR -72, Section IV (C):  Debt Instruments, Guarantees and Related Covenants, for
guidance.  In addition, please exp lain to us whether you are reasonably likely to be in
breach of any material financial covenants.  If breach is reasonably likely, please revise
your disclosure consistent with the guidance in FR -72, Section IV (C).  Lastly, please
revise your MD&A to disc uss any known material trends or uncertainties related to your
use of cash resources.  Refer to FR -72, Section IV (D):  Cash Management, for guidance.

Form 8 -K filed November 4, 2013

Exhibit 99.1

8. We note you present “cash flow from operations before changes in working capital,” as
well as “cash flow from operations before changes in working capital, adjusted for
selected items.”  Both of these measures appear to be non -GAAP measures under
Regulatio n G.  Please revise your disclosure to clarify that these measures are non -GAAP
and provide the reconciliations required by Regulation G.  Please similarly revise your
disclosure related to other non -GAAP measures and provide the required reconciliations.
For example, your current reconciliation related to “net income (loss) available to
common stockholders, excluding selected items,” does not appear to satisfy Regulation G.

9. Please explain to us how you have considered the guidance in Question 102.05 of the
Compliance and Disclosure Interpretations to non -GAAP Financial Measures related to
your presentation of cash flow from operations before changes in working capital on a per
share basis.

We urge all persons who are responsible for the accuracy and  adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relati ng to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:
 the company is responsible for th e adequacy and accuracy of the disclosure in the filing s;
 staff comments  or changes to disclosu re in response to staff comments  do not foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 5

You may contact Michael Fay, Staff Accountant, at (202) 551 -3812  or Mark
Wojciechowski, Staff Accountant, at (202) 55 1-3759 if you have questions regarding comments
on the financial s tatements and related matters, John Hodgin, Petroleum Engineer, at (202) 551 -
3699 if you have questions regarding the comments on engineering matters .  Please contact me at
(202) 551 -3489 wi th any other questions.

Sincerely,

        /s/ Brad Skinner

        Brad Skinner
        Senior Assistant Chief Accountant