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March 6, 2024
Steven R. Jones
Co-Chief Executive Officer
LandBridge Co LLC
5555 San Felipe Street, Suite 1200
Houston, TX 77056
Re:LandBridge Co LLC
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted February 14, 2024
CIK No.: 0001995807
Dear Steven R. Jones:
            We have reviewed your amended draft registration statement and have the following
comments.
            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
EDGAR. If you do not believe a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
January 9, 2024 letter.
Draft Registration Statement on Form S-1 Submission No. 3
Organizational Structure, page 25
1.We note your revised disclosures and response to prior comment 4. As previously stated,
please confirm that all information regarding your reorganization, including the
approximate anticipated ownership split, will be provided pre-effectively, and revise your
disclosures as appropriate, including by expanding your summary to add balancing
disclosures to state the amount of NBD Parent's estimated equity interest in OpCo and to
further describe the control that NDB Parent will have and the conflicts of interest.

 FirstName LastNameSteven R. Jones
 Comapany NameLandBridge Co LLC
 March 6, 2024 Page 2
 FirstName LastName
Steven R. Jones
LandBridge Co LLC
March 6, 2024
Page 2
Risk Factors
Our Proved Undeveloped Reserves, page 46
2.The figures for the total proved reserves of 2,425 MBoe and the percentage of proved
developed reserves of 66.1% as of September 30, 2023 appear to be inconsistent with the
comparable figures for total proved reserves and the percentage calculated using the
proved developed reserves disclosed elsewhere on pages 155 and F-39. Please revise your
disclosure to resolve these inconsistencies or tell us why a revision is not needed.
Risk Factors
Our customers's operations on our land may be exposed. . ., page 58
3.We acknowledge your revised disclosures in response to prior comment 8. Please also
revise the heading of this risk factor to explain the risk that you may be subject to strict,
joint and several liability for spills or contamination on your properties, even if you do not
have any control over the relevant activities on your properties.
Industry
Hydrocarbon Value Chain, page 112
4.We have read your response to prior comment 6 and note your revised presentation of the
"identified well locations" according to NSAI as of September 25, 2023; however, these
locations are presented as "Development Locations" in the table on page 112 and in the
sentence prefacing the table. If all of these identified locations cannot be classified as
development wells pursuant to the meaning in Rule 4-10(a)(9) of Regulation S-X, please
revise to remove the term development.
Customers; Material Contracts and Marketing, page 141
5.We note your revised disclosures and response to prior comment 8. Please expand your
disclosures with respect to each type of agreement to further describe the economic terms
for each type of agreement.  For example, we note your reference to posted UL prices and
that you state you use such prices for reference in establishing your own prices. Please
expand your discussion of how your prices relate to the UL prices you disclose. We also
note, for example, that you state that your SURAs and SUAs generally provide for
automatic annual increases in royalties that are tied to the CPI or are negotiated on a case-
by-case basis, and that your resource royalty agreements involve fees that are negotiated
on a case-by-case basis. Revise to provide additional information, such as by using royalty
ranges, or explaining when agreements may deviate from having royalties tied to the CPI,
to provide investors with additional context regarding the economic terms of your material
agreements.

 FirstName LastNameSteven R. Jones
 Comapany NameLandBridge Co LLC
 March 6, 2024 Page 3
 FirstName LastName
Steven R. Jones
LandBridge Co LLC
March 6, 2024
Page 3
Executive Compensation, page 167
6.We note your revised disclosures, including that you deleted the name of one of your
named executive officers, even though you state that you are required to disclose the
compensation for your principal executive officer and two most highly compensated
executive officers. Please revise to update this section for the 2023 compensation for each
of your named executive officers, or otherwise explain.
Index to Financial Statements
LandBridge Company LLC , page F-1
7.Please amend your filing to update your financial statements and other financial
information in accordance with Rule 8-08 of Regulation S-X.
Notes to the Consolidated Financial Statements
14. Supplemental Oil and Gas Information (Unaudited)
Analysis of Changes in Proved Reserves, page F-39
8.We note the revised NGL production and total production for the nine months ended
September 30, 2023; however, the net proved reserves reconciliation on page F-39
incorrectly shows total production for the first nine months of 2023 as a positive value.
Please revise this volume to a negative value.
Exhibits
9.We note the consent previously filed as Exhibit 23.4 from W.D. Von Gonten, regarding
the reports dated December 31, 2022 and September 30, 2023, has been removed. Please
revise your disclosure to ensure that you have satisfied all of the applicable requirements
for third party consents or tell us why a revision is not needed.
10.We have reviewed the revised disclosures in Exhibits 99.2 and 99.3 and note additional
and associated disclosure issues. Please obtain and file revised reserve reports to address
the following points as part of the primary economic assumptions that are required to be
disclosed pursuant to Item 1202(a)(8)(v) of Regulation S-K:

•The average benchmark prices for oil and gas are incorrectly labeled as "average
realized prices." "Average realized prices" are the average prices after the adjustment
for price differentials.
•The reports indicate that operating expenses and capital costs were considered as part
of the evaluation to "establish economic producibility," but the discussion does not
additionally clarify that since the Company's ownership interests consist of only
mineral/royalty interests, these costs are not paid by the Company, and therefore are
not deducted from the estimated future cash flows.
•The reports indicate that abandonment costs were considered as part of the
evaluation, but the discussion does not additionally clarify that since the Company's

 FirstName LastNameSteven R. Jones
 Comapany NameLandBridge Co LLC
 March 6, 2024 Page 4
 FirstName LastName
Steven R. Jones
LandBridge Co LLC
March 6, 2024
Page 4
ownership interests consist of only mineral/royalty interests, these costs are not paid
by the Company, and therefore are not deducted from the estimated future cash flows.
Also, please note that abandonment costs are incurred after the economic limit is
reached, and therefore are not considered in establishing the “economic
producibility.” Please revise the disclosure accordingly.
•We also note the disclosure under the section “Projections” on page 2 of the reports
appears to include a reference to additional supplemental information, e.g.  "attached
reserves and revenue projections." The reports as filed do not appear to include any
separate attachments. Please obtain and file revised reports to include the referenced
supplemental information. Alternatively, remove this reference if you do not intend to
include this supplemental information.
            Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-3856 if
you have questions regarding comments on the financial statements and related matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David Oelman, Esq.