SecProbe.io

Mail Stop 4628

November 21 , 2017

Floyd C. Wilson
Chief Executive Officer and President
Halcón Resources Corporation
1000 Louisiana Street, Suite 6700
Houston, TX 77002

Re: Halcón  Resources Corporation
 Registration Statement on Form S -4
Filed November 1, 2017
File No. 333 -221279
Form 10 -K for Fiscal Year Ended December 31, 2016
Filed March 1, 2017
File No. 1 -35467

Dear Mr. Wilson :

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 -4 Filed November 1, 2017

General

1. Please amend your registration statement to incorporate by reference the Form 10 -Q filed
on November 9, 2017 and any other Exchange Act filings you make prior to requesting
acceleration of the effectiveness of this registration statement.  See Question 123 .05 of
the Division’s Compliance  and Disclosure Interpretations at
https://www.sec.gov/divisions/corpfin/guidance/safinterp.htm

Floyd C. Wilson
Halcón  Resources Corporation
November 21 , 2017
Page 2

 2. Please also be advised that we will not be in a po sition to declare this registration
statement effective until you have cleared all comments on your periodic reports.

Form 10 -K for the Fiscal Year ended December 31, 2016

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e 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.

Business, page 6

Oil and Natural Gas Operations, page 17

3. We n ote your disclosure about the revisions in proved reserves during 2016 indicates
these result from separate and unrelated factors.  For example, you attribute negative
revisions to PUD locations in the Bakken/Three Forks and El Halcón areas that either (i)
became uneconomic at the lower 12 -month average prices or (ii) were removed because
they no longer met the SEC five year development requirement.

Please expand your disclosure to reconcile the overall change in the line item by
separately identifying and  quantifying the net amount attributable to each factor so that
the change in net reserves between periods is fully explained.  This disclosure should also
identify the extent of any material changes caused by well performance, unsuccessful
and/or uneconom ic locations drilled, and other changes in the proved undeveloped
locations of a previously adopted development plan.

This comment applies to the disclosure under this heading and any corresponding
disclosures elsewhere in your filing, as appear on page  147 for changes in developed and
undeveloped reserves, for each of the periods presented.  Refer to Item 1203(b) of
Regulation S -K and FASB ASC 932 -235-50-5.

4. Please expand your disclosure here and elsewhere on page 147 to include an explanation
for the c hanges in proved undeveloped reserves attributable to extensions and
discoveries.  Please refer to Item 1203(b) of Regulation S -K.

5. You disclose that “reliable technologies were used to determine areas where PUD
locations are more than one offset location away from a producing well.”  If the reserves
relating to such locations are material to your total proved undeveloped reserves, or the
reserve additions that occurred during 2016 relating to extensions and discoveries, please
expand your disclosure to qua ntify the corresponding number of gross proved
undeveloped locations and related net proved reserves.

Also tell us the extent to which any of the wells drilled to date that were more than one
offset away from a producing well at the time of their drilli ng were determined to be

Floyd C. Wilson
Halcón  Resources Corporation
November 21 , 2017
Page 3

 uneconomic upon drilling; and for those which continued to be economic, tell us of any
instances where your estimates of pre -drill reserves were significantly revised downward
upon initial completion and production, for reasons oth er than commodity prices.  Refer
to Item 1202(a)(6) of Regulation S -K and FASB ASC 932 -235-50-10.

Supplemental Oil and Gas Information (Unaudited)

Oil and Natural Gas Reserves, page 145

6. We note your discussion of the changes in proved reserves appears t o indicate that you
classify changes resulting from infill drilling as extensions and discoveries.  If true,
please tell us how you considered the guidance in FASB ASC 932 -235-50-5 in
determining that the changes related to such wells should be classified as extensions and
discoveries, rather than revisions to previous estimates.

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.

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

You may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have
questions regarding the engineering comments .  Please contact Anuja A. Majmudar, Attorney -
Advisor, at (202) 551 -3844 or me, at (202) 551 -3642 with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources