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United States securities and exchange commission logo

                              November 22, 2022

       Shannon E. Young III
       Executive Vice President and Chief Financial Officer
       Talos Energy Inc.
       333 Clay Street, Suite 3300
       Houston, Texas 77002

                                                        Re: Talos Energy Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2021
                                                            Form 8-K filed
November 3, 2022
                                                            File No. 001-38497

       Dear Shannon E. Young III:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 these comments within ten business days by
providing the requested
       information or advise 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.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for Fiscal Year Ended December 31, 2021

       Risk Factors
       We are a holding company that has no material assets other than our
ownership of the equity
       interests of Talos Production Inc., page 60

   1.                                                   You disclose here you
are a holding company, and elsewhere you disclose you conduct
                                                        substantially all of
your operations through subsidiaries. In view of the preceding, please
                                                        explain to us your
consideration of the applicability of Rules 4-08(e), 5-04(c) Schedule I
                                                        and 12-04 of Regulation
S-X to your filing.
       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Supplemental Non-GAAP Measure, page 77

   2.                                                   Please expand your
description of "Transaction and other expenses" in your reconciliation
                                                        of Adjusted EBITDA to
quantify and provide further explanation regarding the individual
                                                        components of this
adjustment. As part of your response, tell us more about the nature of
 Shannon E. Young III
FirstName LastNameShannon E. Young III
Talos Energy Inc.
Comapany 22,
November  NameTalos
              2022 Energy Inc.
November
Page 2    22, 2022 Page 2
FirstName LastName
         the restructuring expenses and cost savings initiatives. This comment
is also applicable to
         your Form 8-K filed November 3, 2022.
Liquidity and Capital Resources, page 78

3.       Revise your disclosure to clarify the nature of your capital
expenditures characterized as
         "Asset management."
Notes to Consolidated Financial Statements
Note 1 - Organization, Nature of Business and Basis of Presentation
Basis of Presentation and Consolidation, page F-9

4.       We note your disclosure that amounts previously included as income in
  Other    within
            Revenues and Other    are now reflected in    Other operating
(income) expense.    Please
         expand this disclosure for more specificity with regard to the nature
of and reasons for this
         reclassification.
Note 4. Property, Plant and Equipment
Unproved Properties, page F-18

5.       Revise to provide disclosure that more clearly describes the current
status of your
         unproved properties, including the anticipated timing of the inclusion
of the costs in the
         amortization computation. Refer to Rule 4-10(c)(7)(ii) of Regulation
S-X.
Note 13 Supplemental Oil and Gas Disclosures (Unaudited)
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved
Oil, Natural Gas
and NGL Reserves, page F-36

6.       Expand the discussion accompanying the presentation of the
standardized measure to
         clarify, if true, that all estimated future costs to settle your asset
retirement obligations
         have been included in your calculation of the standardized measure for
each period
         presented. Refer to FASB ASC 932-235-50-36.

         If the estimated future costs to settle your asset retirement
obligations (including the costs
         related to your proved undeveloped reserves) have not been included,
please explain to us
         your rationale for excluding these costs from your calculation of the
standardized
         measure, or revise your disclosure to include these costs.
Form 8-K filed November 3, 2022

Exhibit 99.1
Key Highlights

7.       Please revise the statement that you expect to add 78 million barrels
of oil equivalent of
         Proved plus Probable reserves as categories of reserves with different
levels of certainty
         should not be summed.
 Shannon E. Young III
FirstName LastNameShannon E. Young III
Talos Energy Inc.
Comapany 22,
November  NameTalos
              2022 Energy Inc.
November
Page 3    22, 2022 Page 3
FirstName LastName
Operational and Financial Guidance

8.       Tell us how you considered whether Cash operating expenses and General
         & Administrative expenses presented as part of the guidance related to
full year 2022 are
         non-GAAP measures. If these are non-GAAP measures, please provide
disclosure
         consistent with Item 10(e)(1)(i) of Regulation S-K.
Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA

9.       Please clarify how the non-GAAP measure Adjusted EBITDA excluding
hedges provides
         useful information regarding your financial condition and results of
operations. Refer to
         Item 10(e)(1)(i)(C) of Regulation S-K.
Reconciliation of Adjusted EBITDA to Free Cash Flow

10.      Revise to reconcile Free Cash Flow to Net Cash Provided by Operating
Activities as the
         most directly comparable GAAP measure and present Net Cash Provided by
Operating
         Activities with greater prominence to comply with Items 10(e)(1)(i)(A)
and (B) of
         Regulation S-K. Also, it appears that this non-GAAP measure should be
renamed as you
         do not calculate it in the typical manner. For additional information,
see Question 102.07
         of the Compliance & Disclosure Interpretations regarding Non-GAAP
Financial
         Measures.

         In addition to the above, we note your presentation of Free Cash Flow
2021-2025
         and LTM FCF Yield before and after hedges in the latest investor
presentation on your
         website. Please tell us your consideration of Items 100(a)(1) and
(a)(2) of Regulation G.
Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted
Earnings per
Share

11.      Please provide a reconciliation of Basic and Diluted EPS on Adjusted
Net Income to
         GAAP Net Income (Loss) per share. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K and
         Question 102.05 of the Compliance and Disclosure Interpretations on
Non-GAAP
         Financial Measures.
 Shannon E. Young III
Talos Energy Inc.
November 22, 2022
Page 4

       In closing, 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.

        You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions
regarding comments
on the financial statements and related matters. Please contact John Hodgin,
Petroleum Engineer,
at 202-551-3699 if you have questions regarding the engineering comments.

FirstName LastNameShannon E. Young III                     Sincerely,
Comapany NameTalos Energy Inc.
                                                           Division of
Corporation Finance
November 22, 2022 Page 4                                   Office of Energy &
Transportation
FirstName LastName
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