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Battalion
Oil Corporation

Two Memorial City Plaza

820 Gessner Road, Suite 1100

Houston, Texas 77024

October 11, 2024

VIA EDGAR

Blake Grady

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Battalion Oil Corporation

    Schedule 13E-3/A filed October 3, 2024

    File No. 005-79873

    Preliminary Proxy Statement Amendment No. 3 filed October 3, 2024

    File No. 001-35467

Dear Mr. Grady:

Thank you for your letter
dated October 10, 2024, addressed to the undersigned, Matthew Steele, Chief Executive Officer of Battalion Oil Corporation (the “Company”),
setting forth comments of the staff of the Division of Corporation Finance (the “Staff”) on the Schedule 13E-3/A filed
with the Securities and Exchange Commission (the “Commission”) on October 3, 2024 (the “Schedule 13E-3/A”)
and the Preliminary Proxy Statement Amendment No. 3 filed with the Commission on October 3, 2024 (the “Amended Preliminary Proxy
Statement” and, together with the Schedule 13E-3/A, the “Filings”).

We appreciate the effort
that went into the Staff’s comments. We have considered the Staff’s comments on the Filings carefully and our responses to
the Staff’s comments are set forth below. To facilitate the Staff’s review, we have keyed our responses to the headings and
numbered comments used in the Staff’s comment letter, which we have reproduced in bold face text. Our responses follow each comment.
In addition, we are concurrently filing amendments of the Filings to incorporate our responses to the Staff’s comments.

Schedule 13E-3/A filed October 3, 2024;
Amended Preliminary Proxy Statement filed October 3, 2024

General

 1. On
                                            page 133, “LSP Generation, LLC” appears to refer to “LSP Generation IV,
                                            LLC.” As one additional example only, refer to the use of “LSP Generation”
                                            on page 134, which term is not defined and may also refer to LSP Generation IV, LLC. Please
                                            revise throughout or advise.

Response:
We have revised the Amended Preliminary Proxy Statement throughout to clarify that LSP Generation refers to LSP Generation
IV, LLC.

Financing of the Merger, page 90

 2. On
                                            page 68 you state that “[o]n September 24, 2024, Meritz sent Parent an executed commitment
                                            letter extension extending the commitment period under its debt commitment letter from October
                                            31, 2024 to December 31, 2024, which Parent then sent to Company management.” However,
                                            debt financing provided by Meritz – which term is not defined – is not disclosed
                                            under the caption “Debt Financing” on page 91. Please revise or advise.

Response:
AI Partners Asset Management Co. is an asset management company that is affiliated with Meritz Securities Co. Ltd. and will manage
the debt and equity investments by Meritz in the Parent. We have revised the Amended Preliminary Proxy Statement throughout to
address the Staff’s comment.

 3. Refer
                                            to our previous comment. Exhibit D to Exhibit 99.(b)(ii) to the Schedule 13E-3/A is a commitment
                                            letter issued by Meritz Securities Co. Ltd to AI Partners Asset Management Co., Ltd. related
                                            to this transaction. In addition, page 91 of the proxy statement states that AI Partners
                                            has committed to provide Parent with debt financing in the principal amount of $100 million.
                                            Disclose how, if at all, Meritz and AI Partners are related.

Response: Please
see our response to the prior comment.

 4. Refer
                                            to our previous comment. Schedule B on page A-172 appears to suggest that Meritz will be
                                            providing $15 million of equity financing, in addition to providing debt financing. However,
                                            such equity financing is not disclosed on page 90 under the caption "Equity Financing."
                                            Please revise or advise.

Response:
The $15 million commitment from Meritz to provide equity financing is for post-closing working capital. It is not a part of
the financing for the Merger.

 5. Refer
                                            to your disclosure on page 90 that “Parent has entered into binding subscription agreements
                                            … with Equity Financing Sources A, B and C providing commitments for the entire amount
                                            of the Parent Common Equity Investments.” Please disclose the identities of such financing
                                            sources, both here and in the "Background of the Merger" section of the proxy statement.
                                            See Item 1007(a) of Regulation M-A, which requires disclosure of the “specific sources”
                                            of funds or other consideration to be used in the transaction.

Response:
We have revised the Amended Preliminary Proxy Statement to disclose the identities of the equity financing sources throughout.

Important Information Regarding the Rollover
Sellers, page 130

 6. Provide
                                            the disclosure required by Item 1003(c)(2) of Regulation M-A with respect to the persons
                                            listed on page 134.

Response:
We have revised the Amended Preliminary Proxy Statement to address the Staff’s comment to include the disclosures required
by Item 1003(c)(2) with respect to the Gen IV individuals.

* * *

We would like to express
our appreciation for your prompt attention to the Filings. If the Staff has comments or questions regarding our responses set forth above,
we would appreciate an opportunity to discuss those matters in a conference call with the Staff, and we are available to discuss with
you at your earliest convenience. Also, please do not hesitate to contact the undersigned at 832-538-0300 or our counsel, Ryan H. Ferris
or Bruce F. Perce of Mayer Brown LLP at 312-701-7199 or 312-701-7985, respectively, if you have any other comments or questions.

 Very truly yours,

  /s/ Matthew Steel

  Matthew Steel

  Chief Executive Officer

cc: David Plattner

  Securities and Exchange Commission

  Ryan H. Ferris

  Bruce F. Perce

  Mayer Brown LLP