SecProbe.io

Mail Stop 4628
April 7 , 2017

Darron M. Anderson
President  and Chief Executive  Officer
Ranger Energy Services , Inc.
800 Gessner Street , Suite 1000
Houston , TX 77024

Re: Ranger Energy Services , Inc.
 Draft Registration Statement on  Form S-1
Submitted  March 10 , 2017
 CIK No. 0001 699039

Dear Mr. Anderson :

We have reviewed your draft registration statement  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 by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on E DGAR.  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 the information you provide in response to these  comments  and your
amende d draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone auth orized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.

2. Please include the name(s) of the lead underwriter(s) in your next amendment.  Pleas e
note that we will defer our review of any amendment that does not name the lead
underwriter(s).

Darron M. Anderson
Ranger Energy Services, Inc.
April 7, 2017
Page 2

 Industry and Market Data, page i i

3. Please provide us with copies of any industry analysis or reports that you cite or upon
which you rely, including market r esearch reports and data prepared by Coras Oilfield
Research, Spears and Associates, Qittitut Consulting and HPDI/Drillinginfo.   In
addition, where you cite “industry reports” as the source of a statement in your
prospectus (as you do on pages 4 and 99), p lease specify which industry reports you
are relying on.

Prospectus Summary, page 1

Our Company, page 1

4. Please revise your disclosure to clarify  the basis  for your assertions  that you are “one
of the largest independent providers of high -specification (‘high -spec’) well service
rigs and associate d services in the United States, ” and “an operator of choice for the
U.S. onshore exploration and production (“E&P” ) comp anies.”

5. We note that the table providing summary information regarding your rig fleet
includes rigs that you expect to be delivered during the remainder of 2017 pursuant to
the NOV Purchase Agreement.  Please disclose here that NOV is not obligated
pursuant to the NOV Purchase Agreement to deliver these rigs in 2017, and will not
face penalt ies for delayed delivery, regardless of the length or cause of any delay.
We note in this regard your related disclosure on page 24.

Industry Trends, page 3

6. You state here that “[d]rilling and completion activity by E&P companies has
increased along wit h increased commodity prices.”  Please balance this disclosure to
state that your cost of services has also historically risen during periods of increasing
hydrocarbon prices , and that such costs may rise faster than increases in your revenue
if commodity prices rise .  We note your related disclosure in the Management’s
Discussion and Analysis section on page 61.

7. Please expand your disclosure here and elsewhere, as appropriate, to discuss the
material provisions of your five -year take -or-pay contract with EOG Resources, Inc.,
including  any minimum paymen t provisions  thereunder .  In addition, please tell us
what consideration you have given to filing this agreement as a material contract.

Darron M. Anderson
Ranger Energy Services, Inc.
April 7, 2017
Page 3

 Our Corporate Structure, page 6

8. Please expand to disclose here that you will be dependent on the ability of Ranger
LLC to make distributions to you in an amount sufficient to cover your obligations
under the Tax Receivable Agreement .  Also disclose here that you expect to make
payments under the Tax Receivable Agreement fo r more than 20 to 25 years.

Management’s Discussion  and Analysis of Financial Condition and Results of Operations,
page 60

How We Evaluate Our Operations , page 63

Rig Utilization, page 64

9. We note that you identify rig utilization as an important indica tor of your activity and
profitability, and have disclosed the related percentages on page 58, indicating  a
decline  in rig utilization, from 78% to 74% , comparing 2015 to 2016 .  However, you
also disclose that rig hours increased substantially, from 22,780 hours to 68,804  hours
comparing these same periods.  Please expand your disclosure on page 64 to describe
the events and other factors impacting the numerators and denominators utilized in
calculating your rig utilization percentage s.  For example, identify any market factors
that have impacted demand for your services, and change in rig availability.

Liquidity and Capital Resources, page 69

Contractual and Commercial Commitments, page 72

10. We note you disclose you have acquired or will acquire an a ggregate of 37 high -spec
well service rigs during 2017 for an aggregate purchase price of approximately $42.1
million .  We further note your references to  remaining amounts payable of $42.1
million under multiple purchase agreements to acquire high -spec we ll service rigs ,
which purchase agreements i nclude the NOV Purchase Agreemen t, in your use of
proceeds .  However, your well services equipment  tabular disclosure  at pages  86-87
reflect s that in 2017 you only expect to add 29 high -spec rigs pursuant to the NOV
Purchase Agreement.   Please revise your disclosure to clarify the status of the
addition al 8 high -spec rigs, including whether they have been purchased and are
included in the 65 currently held or to be acquired.

Directors and Executive Officers, page  103

11. You state that Darron M. Anderson “consulted for various private equity funds” after
leaving Express Energy Services and before joining you.  Please disclose the name of

Darron M. Anderson
Ranger Energy Services, Inc.
April 7, 2017
Page 4

 any company owned or consulted for during this time period  and tell us  whether Mr.
Anderson consulted for CSL  or any affiliate of the company .

12. Please clarify whether Dennis Douglass was employed by you  or any affiliate o f CSL
following the acquisition of M agna.

Executive Compensation, page 108

13. Please provide executive compensation  disclosure for the fiscal year ended December
31, 2016.

Our History and Corporate Reorganization, page 109

14. Please expand your disclosures to describe the utility/purpose of the call right and the
circumstances under which you would exercise this right t o acquire units directly,
rather than having Ranger LLC acquire the units when exchange rights are exercised.
Also describe the circumstances that will determine whether you would utilize cash or
issue Class A common shares as consideration for the units o f Ranger LLC.

15. Please expand your disclosure to clarify whether payments under the Tax Receivable
Agreements are limited to periods subsequent to an exchange; also whether payments
will include any consideration relative to the unit holders interest in Ran ger LLC
prior to an exchange, incremental to the tax assets that are expected to arise based on
the value of cash paid or Class A common shares issued to acquire the units.

Principal and Selling Shareholders, page 119

16. Please update your principal and  selling shareholder table to include Bayou Well
Holdings Company, LLC and any other greater than 5% shareholder.   In this regard,
we note you disclose at page 117 that you expect Bayou Well Holdings Company,
LLC to be the beneficial owner of more than five pe rcent of the combined voting
power of your Class A and Class B common stock following the Corporate
Reorganization.

Unaudited Pro Forma Condensed Financial Statements , page F -2

Note 2 – Unaudited pro forma condensed balance sheet adjustments and assumptions , page
F-6

17. We note your description of adjustment (b) indicates that you intend to combine
adjustments for changing status to a taxable entity and those pertaining to tax assets
and liabilities arising under your Tax Receivable Agreements.  Ple ase separately

Darron M. Anderson
Ranger Energy Services, Inc.
April 7, 2017
Page 5

 identify the amounts pertaining to each of these items and disclose the basis for
computing the tax assets and liabilities under your Tax Receivable Agreements that
you expect to record in connection with the offering.

Please reconfigure your computational approach as necessary to present adjustments
that would comply with GAAP, and to remove disclosure indicating you would not
adhere to GAAP in calculating these amounts.  Please also disclose the accounting
policies that you will apply un der GAAP in recognizing tax assets and liabilities
under your Tax Receivable Agreements when unit holders elect redemption, and in
adjusting those accounts for subsequent changes in circumstances.

We understand from various disclosures that some unit hold ers may contribute their
units in exchange for Class A shares in connection with the offering and others may
elect redemption at the time of the offering.  Please specify your expectations for each
scenario, upon which the adjustments are based.  If there is uncertainty regarding the
number of units to be acquired, disclose the range of reasonably possible exchanges ,
and the accounting effects associated with each scenario, including the tax assets,
valuation allowances and liabilities to be recorded in you r financial statements.

Note 3 – Unaudited pro forma condensed statements of operations adjustments and
assumptions, page F -7

18. Please expand your disclosure pertaining to adjustment (i), to include the reasons for
issuing the stock -based compensation and details regarding the number of instruments
to be issued, valuation, and vesting provisions, to understand your computation of the
amount.  These details should clarify how the adjustment is factually supportable,
directly attributable to the transaction, and expected to have a continuing impact.

Exhibits

19. Please revise to include your charter and bylaws as currently in effect.  See Item
601(b)(3) of Regulation S -K.

Darron M. Anderson
Ranger Energy Services, Inc.
April 7, 2017
Page 6

 You may contact Mark Wojciechowski , Staff Accountant,  at (202) 551 -3759 or Karl
Hiller , Accounting Branch Chief , at (202) 551 -3686 if you have questions regarding
comments on the financial statements and related matters.   Please contact Parhaum J.
Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his absence, Karina V. Dorin, Attorney -
Advise r, at (202) 551 -3763 with any other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

 H. Roger Schwall
Assistant Director
Office of Natural Resources