SecProbe.io

April 27, 2026
Walter Mayer
Senior Vice President, General Counsel
BATTALION OIL CORP
820 Gessner Road, Suite 1100
Houston, Texas 77024
Re: BATTALION OIL CORP
Registration Statement on Form S-3
Filed April 21, 2026
File No. 333-295204
Dear Walter Mayer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Kevin Dougherty at 202-551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: David S. Bakst

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April 27, 2026

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attn:Kevin Dougherty
​

​

 ​

Re:

 Battalion Oil Corporation

​

 Registration Statement on Form S-3

​

 File Number 333-295204

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Battalion Oil Corporation hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on April 29, 2026, or as soon thereafter as practicable.

Please telephone the undersigned (832-538-0300) or David S. Bakst of Mayer Brown LLP (212-506-2551) if you have any questions with respect to the foregoing.

*        *        *

​

​

 ​

 ​

​

 Very truly yours,

​

 ​

​

 BATTALION OIL CORPORATION

​

 ​

 By:

  /s/ Walter Mayer

  Name:

 Walter Mayer

  Title:

 Sr. Vice President, General Counsel

​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 30, 2026

Matthew B. Steele
Chief Executive Officer
Battalion Oil Corporation
820 Gessner Road, Suite 1100
Houston, Texas 77024

 Re: Battalion Oil Corporation
 Registration Statement on Form S-3
 Filed March 23, 2026
 File No. 333-294534
Dear Matthew B. Steele:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Claudia Rios at 202-551-8770 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: David S. Bakst, Esq.
</TEXT>
</DOCUMENT>

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 ​ March 30, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Claudia Rios ​ ​ ​ Re: Battalion Oil Corporation ​ Registration Statement on Form S-3 ​ File Number 333-294534 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Battalion Oil Corporation hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on April 1, 2026, or as soon thereafter as practicable. Please telephone the undersigned (832-538-0300) or David S. Bakst of Mayer Brown LLP (212-506-2551) if you have any questions with respect to the foregoing. *        *        * ​ ​ ​ ​ ​ Very truly yours, ​ ​ ​ BATTALION OIL CORPORATION ​ ​ By: /s/ Walter Mayer Name: Walter Mayer Title: Sr. Vice President, General Counsel ​

October 18, 2024
Matthew Steele
Chief Executive Officer
Battalion Oil Corporation
Two Memorial City Plaza
820 Gessner Road, Suite 1100
Houston, TX 77024
Re:Battalion Oil Corporation
Preliminary Proxy Statement on Schedule 14A
Filed January 12, 2024
File No. 001-35467
Dear Matthew Steele:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ryan Ferris

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BATTALION OIL CORPORATION

Two Memorial City Plaza

 820 Gessner Road,
Suite 1100

Houston, Texas 77024

October 17, 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 11,
2024

File No. 005-79873

Preliminary Proxy Statement Amendment No. 4 filed October 11, 2024

File No. 001-35467

Dear Mr. Grady:

Thank you for your letter
dated October 15, 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 11, 2024 (the “Schedule 13E-3/A”)
and the Preliminary Proxy Statement Amendment No. 4 filed with the Commission on October 11, 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 11, 2024;
Amended Preliminary Proxy Statement filed October 11, 2024

General

 1. We note your disclosure that Parent has entered into binding subscription agreements with Metamorphic Fury LLC, Bralina Group,
LLC and The Runnels Family Trust TDT January 11, 2000 providing commitments for the entire amount of the Parent Common Equity Investments. If such entities
are affiliated with the filers of the Schedule 13E-3 (or any person specified in Instruction C to the schedule), please disclose such
relationship. For example, Bralina Group, LLC appears to be related to Mr. Mirman. In this respect, the Schedule 13D/A filed on March
30, 2018, by Mr. Mirman, regarding Lilis Energy, Inc., states that "Mr. Mirman has shared voting and dispositive power over the securities
held by The Bralina Group, LLC with Susan Mirman." Refer to Item 1007(a) of Regulation M-A and Item 1011(c) of Regulation M-A.

Response: We have
revised the Filings to disclose that Bralina is an affiliate of Mr. Mirman and added Bralina as a Rule 13e-3 filing person. Neither
of the other equity financing sources are affiliates of the Company, Parent or the other Schedule 13e-3 filing persons.

*                  *                   *

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 Steele

  Matthew Steele

  Chief Executive Officer

  cc:
  David Plattner

  Securities and Exchange Commission

  Ryan H. Ferris

  Bruce F. Perce

  Mayer Brown LLP

October 15, 2024
Matthew Steele
Chief Executive Officer
Battalion Oil Corporation
Two Memorial City Plaza
820 Gessner Road, Suite 1100
Houston, Texas 77024
Re:Battalion Oil Corporation
Schedule 13E-3/A filed October 11, 2024
File No. 005-79873
PRER14A filed October 11, 2024
File No. 001-35467
Dear Matthew Steele:
            We have reviewed your filing and have the following comment.
            Please respond to this comment by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Schedule 13E-3/A filed October 11, 2024; PRER14A filed October 11, 2024
General
1.We note your disclosure that Parent has entered into binding subscription agreements
with Metamorphic Fury LLC, Bralina Group, LLC and The Runnels Family Trust
TDT January 11, 2000 providing commitments for the entire amount of the Parent
Common Equity Investments. If such entities are affiliated with the filers of the
Schedule 13E-3 (or any person specified in Instruction C to the schedule), please
disclose such relationship. For example, Bralina Group, LLC appears to be related to
Mr. Mirman. In this respect, the Schedule 13D/A filed on March 30, 2018, by Mr.
Mirman, regarding Lilis Energy, Inc., states that "Mr. Mirman has shared voting and
dispositive power over the securities held by The Bralina Group, LLC with Susan
Mirman." Refer to Item 1007(a) of Regulation M-A and Item 1011(c) of Regulation
M-A.

October 15, 2024
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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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

October 10, 2024
Matthew Steele
Chief Executive Officer
Battalion Oil Corporation
Two Memorial City Plaza
820 Gessner Road, Suite 1100
Houston, Texas 77024
Re:Battalion Oil Corporation
Schedule 13E-3/A filed October 3, 2024
File No. 005-79873
PRER14A filed October 3, 2024
File No. 001-35467
Dear Matthew Steele:
            We have reviewed your filings 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 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.
Schedule 13E-3/A filed October 3, 2024; revised 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.
Financing of the Merger, page 90
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 2.

October 10, 2024
Page 2
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.
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.
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.
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.
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.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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Battalion
Oil Corporation

Two Memorial City Plaza

820 Gessner Road, Suite 1100

Houston, Texas 77024

April 8, 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 February 12, 2024

File No. 005-79873

Revised Preliminary Proxy Statement filed February 12, 2024

File No. 001-35467

Dear Mr. Grady:

Thank you for your letter
dated February 16, 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 Amendment No. 1 to Schedule 13E-3 filed with the Securities and Exchange Commission (the “Commission”)
on February 12, 2024 (the “Schedule 13E-3”) and Amendment No. 1 to the Preliminary Proxy Statement filed
with the Commission on February 12, 2024 (the “Preliminary Proxy Statement” and, together with the Schedule 13E-3,
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 February 12, 2024; PRER14A filed
February 12, 2024

General

 1. Refer to prior comment 1, which we reissue. We note that the Schedule 13E-3/A continues to state that (emphasis added) “[c]ertain
portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request for confidential treatment.”
This disclosure appears to continue to be inaccurate, given that we have not received any such request for confidential treatment. Please
promptly file the confidential treatment request, or file the exhibits in unredacted form.

Response: The Company has been advised by counsel to Parent, K&L Gates LLP, that the Confidential Treatment Request was sent via overnight delivery
to the SEC, Attention Blake Grady, Division of Corporation Finance, on April 3, 2024.

 2. Refer to prior comment 4, which we reissue in part. We note that “Oaktree Fund GPI, L.P.” and “Oaktree Fund GP
I, L.P.” continue to be referenced in the Schedule 13E-3/A. Please revise.

Response:
We have revised the Schedule 13E-3/A to clarify that the name of the relevant Oaktree Fund is “Oaktree Fund GP I, L.P.”

 3. Refer to prior comment 5. The Stockholders’ Agreement beginning on page E-89 states that it was “made and entered
into as of December 14, 2023.” However, disclosure on page 114 states that (emphasis added) “[i]n connection with
the transactions contemplated by the Merger Agreement, upon the consummation of the transactions contemplated by the Merger Agreement
[...] Parent will enter into a Stockholders’ Agreement.” Given this apparent discrepancy, please revise or advise.

Response: The Stockholders’ Agreement on page E-89 incorrectly states that it was made and entered into as of December 14, 2023. The disclosure
on page 115 is accurate, as the Stockholders’ Agreement will be entered into immediately prior to the closing of the Merger.
We have revised page F-52 to correct the discrepancy.

 4. Refer to prior comment 9, which we reissue in part. Please disclose the information required by Item 1003(c) of Regulation
M-A, pursuant to Item 3 of Schedule 13E-3, with respect to any person specified in Instruction C to the schedule who is a natural person.
Provide such disclosure regarding, for example, the persons listed on page 127.

Response: We have revised
the disclosure beginning on page 119 of the Preliminary Proxy Statement to address the Staff’s comment.

 5. Refer to prior comments 21 and 22, which we reissue in part. We note the statement in your response letter that “[r]egarding
Item 10(c), we believe the existing disclosure is appropriate with respect to Houlihan Lokey fees and reimbursements,” and that
such disclosure is included “under ‘Miscellaneous’ on page 7[1] of the Preliminary Proxy Statement.” However,
the disclosure under “Miscellaneous,” as well as the newly added disclosure under “Company Costs of the Merger”
on page 81, does not appear to have been incorporated by reference in Item 10(c) of the Schedule 13E-3. Please revise. In addition,
please revise the disclosure on page 81 so as to make it fully responsive to Item 1007(c) of Regulation M-A, which requires
disclosure of a “reasonably itemized statement of all expenses [not merely “costs for outside advisors”]...incurred
in connection with the transaction including, but not limited to, filing, legal, accounting and appraisal fees, solicitation expenses
and printing costs... .” We note an $875,000 gap between the cited total of approximately $9.0 million and the sum of the few items
that are listed. We also note that only $5.5 million in investment banking fees is disclosed here, which would appear to be something
of an understatement given the disclosure on pages 71-72. Please revise or advise.

Response: We
have revised Item 10(c) of the Schedule 13E-3 to specifically incorporate by reference the sections of the Preliminary Proxy
Statement disclosing Houlihan Lokey’s fees and the estimated costs to the company of the Merger. We have also revised the
disclosure on page 84 of the Preliminary Proxy Statement in response to the Staff’s comment to provide an
itemized list of the estimated costs to the Company of the Merger.

 6. We note your disclosure on pages 8, 26 and 83 that (emphasis added) “each share of the Company’s Series A
Redeemable Convertible Preferred Stock […] will be converted into the right to receive the consideration contemplated by the terms
of such applicable series of preferred stock, which amounts are equal to approximately equal to $1,265 per preferred share...”
Please revise.

Response:
We have revised the disclosures on pages 8,  26 and  86 to address the Staff’s comment.

Background of the Merger, page 27

 7. We note your response to prior comment 12. However, we note the references to presentations by Houlihan Lokey during the course
of entering into this transaction, including the references to multiple meetings before November 4, 2023, beginning on November 21,
2022. None of such presentations appear to have been filed. Please advise. Among other matters, your response should make clear whether
Houlihan Lokey provided written materials to a filing person or its representatives during this time period. If so, but you do not believe
those materials must be filed or described, your response should outline your views on why those materials are not materially related
to the going private transaction.

Response:
Houlihan Lokey provided written materials to the Company Board of Directors during the course of meetings before November 4,
2023. Those materials are not required to be filed or described because they are not materially related to the Rule 13e-3 transaction
that is the subject of the Schedule 13E-3.  Such materials were prepared in various stages of an extended process that examined multiple
strategic options for the Company unrelated to a take private transaction, including potential acquisitions and a broader sale process.
  The take private transaction that is the subject of the Schedule 13E-3 first developed as a possibility on August 10, 2023
when a rollover structure involving the Significant Stockholders was preliminarily proposed to the Company by Luminus.  Subsequent
to this date, the first written materials that Houlihan Lokey delivered to the Board (or any filing party) that addressed the Rule 13e-3
take private transaction were delivered on November 4, 2023 and have been described in and filed with the Schedule 13E-3.

Rollover Sellers Reasons for the Merger; Fairness, page 57

 8. Refer to prior comment 16, which we reissue. Disclosure on pages 58 and 59 indicates that the Rollover Sellers and the Parent
Group “did not find it practicable to, and did not [...] consider the impracticability of determining a liquidation value.”
It is unclear what is meant by stating that such parties did not find it practicable to consider the impracticability of determining a
liquidation value. Please revise, for clarity.

Response: We have revised the disclossures on pages 62 and 64 to clarify why the Rollover Sellers and the Parent Group did not find
it practicable to consider the liquidation value of the Company given the significant execution risk involved in any breakup of the Company.

Position of the Members of the Parent Group as to the Fairness
of the Merger, page 59

 9. We note your disclosure that the “members of the Parent Group believe that the going private transaction and the Merger is
fair to the Company’s unaffiliated stockholders on the basis of the factors described under ‘Special Factors — Reasons
for the Merger; Recommendations of the Special Committee and the Board; Fairness of the Merger.’” Note that if any filing
person has based its fairness determination on the analysis of factors undertaken by others, such person must expressly adopt this analysis
and discussion as their own in order to satisfy the disclosure obligation. See Question 20 of Exchange Act Release No. 34-17719 (April 13,
1981). Please revise to state, if true, that the Parent Group adopted the Board and Special Committee’s analyses and conclusions
as its own. Alternatively, revise your disclosure to include disclosure responsive to Item 1014 of Regulation M-A and to address the factors
listed in instruction 2 to Item 1014.

Response: We have revised the disclosure on page 63 of the Preliminary Proxy Statement to remove the reference to “Special Factors
 — Reasons for the Merger; Recommendations of the Special Committee and the Board; Fairness of the Merger” from the discussion
of the Parent Group’s position as to the fairness of the merger, and add disclosure regarding the factors that the Parent Group
did consider in arriving at its determination.

 10. Please disclose the Parent Group’s reasons for undertaking the transaction at this time, as opposed to at any other time.
Refer to Item 7 of Schedule 13E-3 and Item 1013(c) of Regulation M-A.

Response: We have revised the disclosure on page 63 of the Preliminary Proxy Statement to address the Staff’s comment.

Opinion of Houlihan Lokey Capital, Inc., page 63

 11. We note the table beginning on page 69, which includes a column labeled “Implied $ / EBITDA” and, other than the
additional column, appears to be identical to the table beginning on page 68. Accordingly, for clarity, please delete the first table,
or advise. Please also revise to clarify precisely what the new column represents and also revise to clarify the footnotes, which use
various abbreviations and shorthand whose meaning may be unclear to the reader.

Response:
We have revised the disclosures on pages 72 and  73 to address the Staff’s comment.

Book Value Per Share, page 115

 12. We note your disclosure on page 115 that (emphasis added) “the Rollover Sellers would own 14.7% of the post-closing
equity of Parent through their ownership of approximately $69.0 [of] Parent preferred stock. Please revise.

Response:
We have revised the disclosures on page 116 to address the Staff’s comment.

Security Ownership of Certain Beneficial Owners and Management,
page 139

 13. Refer to prior comment 25, which we reissue. We note your response that the “Company has been advised [that] the [sic] Ruckus,
Parent, Merger Sub or Mr. Little have any [sic] ownership of subject securities except for Mr. Little as disclosed on page 139.”
In this respect, please disclose, in the proxy statement, the aggregate number and percentage of subject securities that are beneficially
owned by each person named in response to Item 1003 of Regulation M-A. Such disclosure should include the persons specified in Instruction
C to Schedule 13E-3. As referenced in prior comment 25, refer, as one example only, to the persons listed on page 127.

Response:
 We have revised the disclosure on page 135 to add a new section entitled “Security Ownership of Schedule 13e-3
Filing Persons.”

*                           *                          *

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 Steele

    Matthew Steele

    Chief Executive Officer

    cc:
    David Plattner

    Securities and Exchange Commission

    Ryan H. Ferris

    Bruce F. Perce

    Mayer Brown LLP

United States securities and exchange commission logo
February 16, 2024
Matthew Steele
Chief Executive Officer
Battalion Oil Corporation
Two Memorial City Plaza
820 Gessner Road, Suite 1100
Houston, Texas 77024
Re:Battalion Oil Corporation
Schedule 13E-3/A filed February 12, 2024
File No. 005-79873
Revised Preliminary Proxy Statement filed February 12, 2024
File No. 001-35467
Dear Matthew Steele:
            We have reviewed your filings 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 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.
Schedule 13E-3/A filed February 12, 2024; PRER14A filed February 12, 2024
General
1.Refer to prior comment 1, which we reissue. We note that the Schedule 13E-3/A
continues to state that (emphasis added) “[c]ertain portions of this exhibit have been
redacted and separately filed with the SEC pursuant to a request for confidential
treatment.” This disclosure appears to continue to be inaccurate, given that we have not
received any such request for confidential treatment. Please promptly file the confidential
treatment request, or file the exhibits in unredacted form.
2.Refer to prior comment 4, which we reissue in part. We note that “Oaktree Fund GPI,
L.P.” and “Oaktree Fund GP I, L.P.” continue to be referenced in the Schedule 13E-3/A.
Please revise.

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 16, 2024 Page 2
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 16, 2024
Page 2
3.Refer to prior comment 5. The Stockholders’ Agreement beginning on page E-89 states
that it was “made and entered into as of December 14, 2023.” However, disclosure on
page 114 states that (emphasis added) “[i]n connection with the transactions contemplated
by the Merger Agreement, upon the consummation of the transactions contemplated by
the Merger Agreement [...] Parent will enter into a Stockholders’ Agreement.” Given this
apparent discrepancy, please revise or advise.
4.Refer to prior comment 9, which we reissue in part. Please disclose the information
required by Item 1003(c) of Regulation M-A, pursuant to Item 3 of Schedule 13E-3, with
respect to any person specified in Instruction C to the schedule who is a natural person.
Provide such disclosure regarding, for example, the persons listed on page 127.
5.Refer to prior comments 21 and 22, which we reissue in part. We note the statement in
your response letter that “[r]egarding Item 10(c), we believe the existing disclosure is
appropriate with respect to Houlihan Lokey fees and reimbursements,” and that such
disclosure is included “under ‘Miscellaneous’ on page 7[1] of the Preliminary Proxy
Statement." However, the disclosure under “Miscellaneous,” as well as the newly added
disclosure under “Company Costs of the Merger” on page 81, does not appear to have
been incorporated by reference in Item 10(c) of the Schedule 13E-3. Please revise. In
addition, please revise the disclosure on page 81 so as to make it fully responsive to Item
1007(c) of Regulation M-A, which requires disclosure of a "reasonably itemized statement
of all expenses [not merely "costs for outside advisors"]...incurred in connection with the
transaction including, but not limited to, filing, legal, accounting and appraisal fees,
solicitation expenses and printing costs... ." We note an $875,000 gap between the cited
total of approximately $9.0 million and the sum of the few items that are listed. We also
note that only $5.5 million in investment banking fees is disclosed here, which would
appear to be something of an understatement given the disclosure on pages 71-72. Please
revise or advise.
6.We note your disclosure on pages 8, 26 and 83 that (emphasis added) “each share of the
Company’s Series A Redeemable Convertible Preferred Stock […] will be converted into
the right to receive the consideration contemplated by the terms of such applicable series
of preferred stock, which amounts are equal to approximately equal to $1,265 per
preferred share…” Please revise.
Background of the Merger, page 27
7.We note your response to prior comment 12. However, we note the references to
presentations by Houlihan Lokey during the course of entering into this transaction,
including the references to multiple meetings before November 4, 2023, beginning on
November 21, 2022. None of such presentations appear to have been filed. Please advise.
Among other matters, your response should make clear whether Houlihan Lokey provided
written materials to a filing person or its representatives during this time period. If so, but
you do not believe those materials must be filed or described, your response should
outline your views on why those materials are not materially related to the going private

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 16, 2024 Page 3
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 16, 2024
Page 3
transaction.
Rollover Sellers Reasons for the Merger; Fairness, page 57
8.Refer to prior comment 16, which we reissue. Disclosure on pages 58 and 59 indicates
that the Rollover Sellers and the Parent Group “did not find it practicable to, and did not
[…] consider the impracticability of determining a liquidation value.” It is unclear what is
meant by stating that such parties did not find it practicable to consider the
impracticability of determining a liquidation value. Please revise, for clarity.
Position of the Members of the Parent Group as to the Fairness of the Merger, page 59
9.We note your disclosure that the “members of the Parent Group believe that the going
private transaction and the Merger is fair to the Company’s unaffiliated stockholders on
the basis of the factors described under ‘Special Factors — Reasons for the Merger;
Recommendations of the Special Committee and the Board; Fairness of the Merger.’”
Note that if any filing person has based its fairness determination on the analysis of factors
undertaken by others, such person must expressly adopt this analysis and discussion as
their own in order to satisfy the disclosure obligation. See Question 20 of Exchange Act
Release No. 34-17719 (April 13, 1981). Please revise to state, if true, that the Parent
Group adopted the Board and Special Committee’s analyses and conclusions as its own.
Alternatively, revise your disclosure to include disclosure responsive to Item 1014 of
Regulation M-A and to address the factors listed in instruction 2 to Item 1014.
10.Please disclose the Parent Group’s reasons for undertaking the transaction at this time, as
opposed to at any other time. Refer to Item 7 of Schedule 13E-3 and Item 1013(c) of
Regulation M-A.
Opinion of Houlihan Lokey Capital, Inc., page 63
11.We note the table beginning on page 69, which includes a column labeled “Implied $ /
EBITDA” and, other than the additional column, appears to be identical to the table
beginning on page 68. Accordingly, for clarity, please delete the first table, or advise.
Please also revise to clarify precisely what the new column represents and also revise to
clarify the footnotes, which use various abbreviations and shorthand whose meaning may
be unclear to the reader.
Book Value Per Share, page 115
12.We note your disclosure on page 115 that (emphasis added) “the Rollover Sellers would
own 14.7% of the post-closing equity of Parent through their ownership of approximately
$69.0 [of] Parent preferred stock. Please revise.
Security Ownership of Certain Beneficial Owners and Management, page 139
13.Refer to prior comment 25, which we reissue. We note your response that the “Company
has been advised [that] the [sic] Ruckus, Parent, Merger Sub or Mr. Little have any [sic]

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 16, 2024 Page 4
 FirstName LastName
Matthew Steele
Battalion Oil Corporation
February 16, 2024
Page 4
ownership of subject securities except for Mr. Little as disclosed on page 139.” In this
respect, please disclose, in the proxy statement, the aggregate number and percentage of
subject securities that are beneficially owned by each person named in response to Item
1003 of Regulation M-A. Such disclosure should include the persons specified in
Instruction C to Schedule 13E-3. As referenced in prior comment 25, refer, as one
example only, to the persons listed on page 127.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Blake Grady at 202-551-8573 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

Battalion
Oil Corporation

Two Memorial City Plaza

820 Gessner Road, Suite 1100

Houston, Texas 77024

February 12, 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 filed January 12, 2024

File No. 005-79873

Preliminary Proxy Statement filed January 12, 2024

File No. 001-35467

Dear Mr. Grady:

Thank you for your letter
dated February 6, 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 filed
with the Securities and Exchange Commission (the “Commission”) on January 12, 2024 (the “Schedule 13E-3”)
and the Preliminary Proxy Statement filed with the Commission on January 12, 2024 (the “Preliminary Proxy Statement”
and, together with the Schedule 13E-3, 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 filed January 12, 2024; PREM14A
filed January 12, 2024

General

1. We note that each of Exhibits (b)(i) and (b)(ii) to the Schedule 13E-3 has been filed with the same
corresponding note: “Certain portions of this exhibit have been redacted and separately filed with the SEC pursuant to a request
for confidential treatment.” We have not yet received any such request for confidential treatment. Please provide such request promptly.
Also, it does not appear that any material has been redacted from Exhibit (b)(1), though
the schedule at the end of that exhibit is illegible. Please clarify.

Response: The Company,
Ruckus and Parent are preparing and will submit a confidential treatment request with respect to Exhibits (b)(i) and (b)(ii). Exhibit
(b)(i) is indicated for redaction because it incorporates information that has been redacted from the term sheet filed with Exhibit (b)(ii).
Ruckus and Parent are not able to provide a more legible copy of the schedule at the end of Exhibit (b)(i).

2. Please revise to provide the disclosure required by Item 14(c)(1) of Schedule 14A, since financing
does not appear to be assured, or tell us why you believe you are not required to do so. See Instruction 2(a) to Item 14 of Schedule 14A.

Response: The disclosure
is not required by Item 14(c)(1) of Schedule 14A because it is not material to a stockholder’s decision on the matters to be voted
on at the special meeting for the following reasons:

Parent and Merger Sub are newly
formed Delaware corporations with minimal assets and no operations. We have revised the Preliminary Proxy Statement on page 1 to make
this clear to investors. The only source of funds that Parent has to consummate the Merger is through borrowings to be provided under
debt commitment letters, which are described in the Preliminary Proxy Statement on pages 6 and 73 and filed as exhibits to the
Schedule 13e-3, and receipt of additional equity financing in the amount of $200 million, which is disclosed in the Preliminary Proxy
Statement on pages 95 and 96.

Parent’s financial statements
are not material to stockholders because of its status as a newly formed entity established solely to pursue the Transactions and its
only assets will be from the debt financing already disclosed and the additional equity financing being sought that also is already disclosed
in the Preliminary Proxy Statement.

Pursuant to the terms of the
Merger Agreement, the parent company of Parent, Ruckus, has no obligation to provide any funding to finance Parent’s obligations
in connection with the Merger. Therefore, financial statements or MD&A of Ruckus would not be material to a stockholder – Ruckus
has no obligations and providing financial information for Ruckus could potentially lead stockholders to believe that the financial position
of Ruckus is somehow relevant to the Parent and Merger Sub’s ability to close the Merger – it is not.

In addition, the Parent Termination
Fee of $25.0 million is required to be deposited into an escrow account. Of that amount, $10.0 million has already been released to, and
received by, the Company, and the balance of $15.0 million is required to be deposited by February 15, 2024. The escrow account was established
as part of the Merger Agreement because the Company and its advisors were aware that Parent and Merger Sub were newly formed entities
with few assets and no operating history. The obligation to pay the Parent Termination Fee (or any other payment obligations under the
Merger Agreement) is not guaranteed by Ruckus. We have revised the Preliminary Proxy Statement on page 1 and page 19 to make this clear to stockholders.

    2

Further, under the terms
of the Merger Agreement, Parent is required to have equity financing in the escrow on or before February 27, 2024 that, when
combined with the debt financing commitments filed with the Schedule 13e-3, will be sufficient to fund the aggregate Merger
Consideration. As a result, at the time the Company’s stockholders vote on the Merger (which will take place after February
27, 2024), Parent’s financing will be assured.

3. Based on the disclosure in Item 13 of the Company’s Schedule 13E-3, it appears that the Company
is intending to incorporate by reference the information required by Item 1010(a) of Regulation M-A. In circumstances where the filing
persons elect to incorporate by reference the information required by Item 1010(a), all of the summarized financial information required
by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition,
please refer to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly Available Telephone Interpretations”
that is available on the Commission’s website at http://www.sec.gov for guidance on complying with a similar instruction in the
context of a tender offer. Please revise to include the information required by Item 1010(c) of Regulation M-A.

Response: We have revised
the Preliminary Proxy Statement on pages 117 through 125 to the disclose the information required pursuant to Item 1010(c) of Regulation
M-A.

4. We note that you alternate between referring to “Oaktree Fund GPI, L.P.” and “Oaktree
Fund GP I, L.P.,” both in the proxy statement and in the Schedule 13E-3. Please revise or advise.

Response: We have revised
the Filings to clarify that the Oaktree entity is “Oaktree Fund GP I, L.P.” This is one and the same entity.

Summary Term Sheet, page 1

5. Please disclose any material provisions of the Stockholders’ Agreement entered into on December
14, 2023, by and among Fury Resources, Inc. and the parties thereto. Refer to Item 5 of Schedule 13E-3 and Item 1005(e) of Regulation
M-A.

Response: We have revised
the Preliminary Proxy Statement on pages 114 and 115 to the disclose the material terms of the Stockholders Agreement.

6. Refer to the disclosure on page 4 and page 55 regarding Houlihan Lokey’s opinion. Please address
in the proxy statement how any filing person relying on the Houlihan Lokey opinion was able to reach a fairness determination as to unaffiliated
security holders given that the Houlihan Lokey fairness opinion addressed fairness with respect to “holders of Company common stock,”
rather than all security holders unaffiliated with the Company.

Response: We have
revised the Preliminary Proxy Statement on page 60 to clarify that the fairness decision of the
Board, the Rollover Sellers and the Parent Group regarding unaffiliated stockholders was not based solely on the fairness opinion of
Houlihan Lokey. Their fairness determination was based on the factors described in “Special Factors – Recommendation of
the Company Board of Directors; Reasons for the Merger,” Rollover Sellers Reasons for the Merger,” and “Special
Factors – Parent Group Reasons for the Merger; Fairness.” Each of those bodies considered the Merger
Consideration of $9.80 per share to be the best possible outcome for all holders of Company common stock.

    3

7. Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require the subject company and affiliates
filing the statement to state whether they believe that the Rule 13e3 transaction is fair or unfair to unaffiliated security holders.
We note your disclosure on page three and elsewhere in the proxy statement that the “Board, after considering the recommendation
of the special committee, has unanimously [] determined and declared that the Merger Agreement and the transactions contemplated by the
Merger Agreement, including the Merger, are fair to the stockholders of the Company and are in the best interests of the Company and the
stockholders of the Company.” Please conform the disclosure here and throughout the proxy statement to the standards codified in
Item 1014(a) of Regulation M-A by revising or supplementing this statement to make clear that the fairness determination is consistently
directed, as required, at unaffiliated security holders. Refer also to Rule 13e-3(a)(4), which defines the term “unaffiliated security
holder.”

Response: We have
revised the Preliminary Proxy Statement on the cover page, the Notice of Special Meeting of Stockholders and pages 3 and 20 to the
disclose that the Board’s fairness determination was directed to all stockholders, including specifically unaffiliated
stockholders.

Cautionary Statement Concerning Forward-Looking
Statements, page 17

8. The safe harbor for forward-looking statements in the Private Securities Litigation Reform Act of 1995
does not apply to statements made in connection with a going private transaction. Therefore, please delete or revise the reference to
the Act’s safe harbor provisions found on page 17 of the proxy statement.

Response: We have revised
the Preliminary Proxy Statement on page 18 to delete the reference to the Private Securities Litigation Reform Act of 1995.

Parties to the Merger, page 18

9. We note the following disclosure on page 18: “Additional information about the Company and its
subsidiaries is included in documents incorporated by reference into this proxy statement. See ‘Where You Can Find More Information.’”
If such statement is meant to satisfy the disclosure requirements of Item 1003(b) and (c) of Regulation M-A, pursuant to Item 3 of Schedule
13E-3, please specifically incorporate the information by reference. Refer to General Instruction E of Schedule 13E-3. Alternatively,
please revise to provide the information required by Item 1003(b) and (c) of Regulation M-A for all filers. For example, disclose the
information required by Item 1003(c)(2) with respect to Jonathan Barrett and the persons listed on page 106.

Response: We have revised
the Preliminary Proxy Statement on page 116 to address the Staff’s comment.

    4

Background of the Merger, page 25

10. We note that Parent is a party to the Merger and that the Chief Executive Officer of Parent appears
to be Richard Little, a former Chief Executive Officer of the Company. Please disclose when Parent hired Mr. Little, as well as any negotiations
between Parent and Mr. Little regarding the Company prior to Mr. Little’s resignation, or advise. Refer to Item 5 of Schedule 13E-3
and Item 1005(c) of Regulation M-A.

Response: We have revised
the Preliminary Proxy Statement in the “Special Factors -- Background of the Merger” section to address the Staff’s comment.

11. Refer to the previous comment. We note that Richard Little resigned as Chief Executive Officer of the
Company after Ruckus executed a confidentiality agreement with the Company and was provided access to materials with respect to the Company
in an online virtual data room. In this respect, please describe how you determined that Parent, Ruckus and Mr. Little are not affiliates
engaged in the Rule 13e-3 transaction who should be identified as filing persons for purposes of Schedule 13E-3. Please note that each
filing person must individually comply with the filing, dissemination and disclosure requirements of Schedule 13E-3. Therefore, please
revise the disclosure to include all of the information required by Schedule 13E-3 and its instructions for any filing person(s) added
in response to this comment.

Response: We have amended
the Schedule 13e-3 and Preliminary Proxy Statement to include Parent, Ruckus and Mr. Little as filing persons and provided the related
disclosures in the Preliminary Proxy Statement beginning on page 128.

12. Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require a filing person to summarize
in considerable detail any reports, whether oral or written, received from a third party and materially related to this transaction. We
note the references to presentations by Houlihan Lokey during the course of entering into this transaction, including the references in
this section to multiple meetings between November 21, 2022 and December 14, 2023. However, only two presentations, both from December
14, 2023, have been filed. To the extent that any reports are duplicative or are simply updates of earlier presentations, your disclosure
may summarize the material differences only. For these and any other meetings between the Special Committee and its financial advisor,
summarize the substance of the presentations or reports and file any written materials provided as exhibits to the Schedule 13E-3.

Response: We have
revised the Schedule 13E-3 to add presentations to the Board by Houlihan Lokey on November 4, 2023 as exhibits to the Schedule
13E-3. The materials presented to the Board on November 4, 2023 are substantially consistent with the December 14, 2023 materials
filed as Exhibit (c)(ii) and Exhibit (c)(iii) of Schedule 13e-3. The December 14, 2023 presentation included the following
updates:

 1. updated financial information (reported on November 15, 2023), related to third quarter 2023 results, compared to August 31,
2023 in the previous materials;

 2. market pricing updated to December 13, 2023, compared to November 1, 2023 previously;

 3. the effective date of the reserves cash flows was updated to October 1, 2023, compared to September 1, 2023 previously;

 4. the selected weighted average cost of capital range was revised to 13.00% - 15.00%, compared to 13.50% - 15.00% previously; and

 5. other changes including, but not limited to, the terms of the Series A Convertible Preferred stock and damages claim estimates.

A detailed description of changes is also provided in the body of Exhibit 99.(c)(ii) and
Exhibit 99.(c)(iii) of the Schedule 13e-3.

    5

13. Refer to your statement on page 34 that Abraham Mirman is the “President and Chief Executive
Officer of Parent.” We note, however, that Mr. Mirman signed the Indemnification Agreement as the Chief
Financial Officer of Parent. Please revise or advise.

Response: We have revised
the Preliminary Proxy Statement on page 34 to clarify that Mr. Mirman is the Chairman of the Board of Parent.

Recommendation of the Company Board of Directors;
Reasons for the Merger, page 45

14. Refer to the following disclosure on page 49: “The special committee and the Board believe that
sufficient procedural safeguards were and are present to ensure the fairness of the Merger and to permit the special committee and the
Board to represent effectively the interests of the unaffiliated stockholders. These procedural safeguards includ

United States securities and exchange commission logo
February 6, 2024
Matthew Steele
Chief Executive Officer
Battalion Oil Corporation
Two Memorial City Plaza
820 Gessner Road, Suite 1100
Houston, Texas 77024
Re:Battalion Oil Corporation
Schedule 13E-3 filed January 12, 2024
File No. 005-79873
Preliminary Proxy Statement filed January 12, 2024
File No. 001-35467
Dear Matthew Steele:
            We have reviewed your filings 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 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.
Schedule 13E-3 filed January 12, 2024; PREM14A filed January 12, 2024
General
1.We note that each of Exhibits (b)(i) and (b)(ii) to the Schedule 13E-3 has been filed with
the same corresponding note: "Certain portions of this exhibit have been redacted and
separately filed with the SEC pursuant to a request for confidential treatment." We have
not yet received any such request for confidential treatment. Please provide such request
promptly. Also, it does not appear that any material has been redacted from Exhibit (b)(1),
though the schedule at the end of that exhibit is illegible. Please clarify.
2.Please revise to provide the disclosure required by Item 14(c)(1) of Schedule 14A, since
financing does not appear to be assured, or tell us why you believe you are not required to
do so. See Instruction 2(a) to Item 14 of Schedule 14A.

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 6, 2024 Page 2
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 6, 2024
Page 2
3.Based on the disclosure in Item 13 of the Company’s Schedule 13E-3, it appears that the
Company is intending to incorporate by reference the information required by Item
1010(a) of Regulation M-A. In circumstances where the filing persons elect to incorporate
by reference the information required by Item 1010(a), all of the summarized financial
information required by Item 1010(c) must be disclosed in the document furnished to
security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer
to telephone interpretation I.H.7 in the July 2001 supplement to our “Manual of Publicly
Available Telephone Interpretations” that is available on the Commission’s website at
http://www.sec.gov for guidance on complying with a similar instruction in the context of
a tender offer. Please revise to include the information required by Item 1010(c) of
Regulation M-A.
4.We note that you alternate between referring to “Oaktree Fund GPI, L.P.” and “Oaktree
Fund GP I, L.P.,” both in the proxy statement and in the Schedule 13E-3. Please revise or
advise.
Summary Term Sheet, page 1
5.Please disclose any material provisions of the Stockholders’ Agreement entered into
on December 14, 2023, by and among Fury Resources, Inc. and the parties thereto. Refer
to Item 5 of Schedule 13E-3 and Item 1005(e) of Regulation M-A.
6.Refer to the disclosure on page 4 and page 55 regarding Houlihan Lokey’s opinion. Please
address in the proxy statement how any filing person relying on the Houlihan Lokey
opinion was able to reach a fairness determination as to unaffiliated security holders given
that the Houlihan Lokey fairness opinion addressed fairness with respect to “holders of
Company common stock,” rather than all security holders unaffiliated with the Company.
7.Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require the subject
company and affiliates filing the statement to state whether they believe that the Rule 13e-
3 transaction is fair or unfair to unaffiliated security holders. We note your disclosure on
page three and elsewhere in the proxy statement that the “Board, after considering the
recommendation of the special committee, has unanimously [] determined and declared
that the Merger Agreement and the transactions contemplated by the Merger Agreement,
including the Merger, are fair to the stockholders of the Company and are in the best
interests of the Company and the stockholders of the Company.” Please conform the
disclosure here and throughout the proxy statement to the standards codified in Item
1014(a) of Regulation M-A by revising or supplementing this statement to make clear that
the fairness determination is consistently directed, as required, at unaffiliated security
holders. Refer also to Rule 13e-3(a)(4), which defines the term “unaffiliated security
holder.”
Cautionary Statement Concerning Forward-Looking Statements, page 17
8.The safe harbor for forward-looking statements in the Private Securities Litigation Reform
Act of 1995 does not apply to statements made in connection with a going private

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 6, 2024 Page 3
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 6, 2024
Page 3
transaction. Therefore, please delete or revise the reference to the Act's safe harbor
provisions found on page 17 of the proxy statement.
Parties to the Merger, page 18
9.We note the following disclosure on page 18: “Additional information about the Company
and its subsidiaries is included in documents incorporated by reference into this proxy
statement. See ‘Where You Can Find More Information.’” If such statement is meant to
satisfy the disclosure requirements of Item 1003(b) and (c) of Regulation M-A, pursuant
to Item 3 of Schedule 13E-3, please specifically incorporate the information by reference.
Refer to General Instruction E of Schedule 13E-3. Alternatively, please revise to provide
the information required by Item 1003(b) and (c) of Regulation M-A for all filers. For
example, disclose the information required by Item 1003(c)(2) with respect to Jonathan
Barrett and the persons listed on page 106.
Background of the Merger, page 25
10.We note that Parent is a party to the Merger and that the Chief Executive Officer of Parent
appears to be Richard Little, a former Chief Executive Officer of the Company. Please
disclose when Parent hired Mr. Little, as well as any negotiations between Parent and Mr.
Little regarding the Company prior to Mr. Little’s resignation, or advise. Refer to Item 5
of Schedule 13E-3 and Item 1005(c) of Regulation M-A.
11.Refer to the previous comment. We note that Richard Little resigned as Chief Executive
Officer of the Company after Ruckus executed a confidentiality agreement with the
Company and was provided access to materials with respect to the Company in an online
virtual data room. In this respect, please describe how you determined that Parent, Ruckus
and Mr. Little are not affiliates engaged in the Rule 13e-3 transaction who should be
identified as filing persons for purposes of Schedule 13E-3. Please note that each filing
person must individually comply with the filing, dissemination and disclosure
requirements of Schedule 13E-3. Therefore, please revise the disclosure to include all of
the information required by Schedule 13E-3 and its instructions for any filing person(s)
added in response to this comment.
12.Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require a filing person
to summarize in considerable detail any reports, whether oral or written, received from a
third party and materially related to this transaction.  We note the references to
presentations by Houlihan Lokey during the course of entering into this transaction,
including the references in this section to multiple meetings between November 21, 2022
and December 14, 2023.  However, only two presentations, both from December 14,
2023, have been filed. To the extent that any reports are duplicative or are simply updates
of earlier presentations, your disclosure may summarize the material differences only.  For
these and any other meetings between the Special Committee and its financial advisor,
summarize the substance of the presentations or reports and file any written materials
provided as exhibits to the Schedule 13E-3.

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 6, 2024 Page 4
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 6, 2024
Page 4
13.Refer to your statement on page 34 that Abraham Mirman is the "President and Chief
Executive Officer of Parent." We note, however, that Mr. Mirman signed the
Indemnification Agreement as the Chief Financial Officer of Parent. Please revise or
advise.
Recommendation of the Company Board of Directors; Reasons for the Merger, page 45
14.Refer to the following disclosure on page 49: “The special committee and the Board
believe that sufficient procedural safeguards were and are present to ensure the fairness of
the Merger and to permit the special committee and the Board to represent effectively the
interests of the unaffiliated stockholders. These procedural safeguards include the
following: attention away from the Company’s day-to-day business operations.” Please
revise to describe how “attention away from the Company’s day-to-day business
operations” relates to procedural safeguards.
15.Please disclose whether any director dissented to or abstained from voting on the Rule
13e-3 transaction, identify the director and indicate the reasons for the dissent or
abstention. Refer to Item 8 of Schedule 13E-3 and corresponding Item 1014(a) of
Regulation M-A.
Rollover Sellers Reasons for the Merger; Fairness, page 51
16.Refer to your disclosure on page 52 that “[i]n its consideration of the fairness of the
proposed going private transaction and the Merger, the Rollover Sellers did not find it
practicable to, and did not … consider the impracticability of determining a liquidation
value given the significant execution risk involved in any breakup of the Company.”
Please revise to clarify whether the Rollover Sellers considered liquidation value in
determining the fairness of the transaction.
17.We note your disclosure that “the Rollover Sellers believe that the going private
transaction and the Merger is fair to the Company’s unaffiliated stockholders on the basis
of the factors described under ‘Special Factors — Reasons for the Merger;
Recommendations of the Special Committee and the Board; Fairness of the Merger
[sic].’” Note that if any filing person has based its fairness determination on the analysis
of factors undertaken by others, such person must expressly adopt this analysis and
discussion as their own in order to satisfy the disclosure obligation. See Question 20 of
Exchange Act Release No. 34-17719 (April 13, 1981). Please revise to state, if true, that
the Rollover Sellers adopted the Board and Special Committee’s analyses and conclusions
as their own. In addition, correct the cross reference to such analyses and conclusions.
Alternatively, revise your disclosure to include disclosure responsive to Item 1014 of
Regulation M-A and to address the factors listed in instruction 2 to Item 1014.
Opinion of Houlihan Lokey Capital, Inc., page 55
18.We note your disclosure on page 57 that “Houlihan Lokey’s opinion was furnished for the
use of the Board (in its capacity as such) in connection with its evaluation of the Merger

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 6, 2024 Page 5
 FirstName LastNameMatthew Steele
Battalion Oil Corporation
February 6, 2024
Page 5
and may not be used for any other purpose without Houlihan Lokey’s prior written
consent.” Please disclose in the Schedule 13E-3, if true, that Houlihan Lokey has
consented to use of its materials in the filing.
19.Refer to the selected transactions on page 60 and 61. Please revise to disclose the data
from each transaction that resulted in the multiples disclosed in the table on page 61 with
respect to the Selected Transactions Analysis.
20.We note your disclosure that “Houlihan Lokey calculated implied premiums in select
precedent transactions using each of the 1-day, 15-day and 30-day volume weighted
average price.” Revise to clarify that such precedent transactions are not the same
transactions used in the Selected Transactions Analysis discussed on page 60 and 61 and
to clarify why Houlihan Lokey chose to use a different set of transactions for the
Premiums Paid Analysis.
21.Refer to the following statement on page 62 (emphasis added): “Houlihan Lokey has also
acted as financial advisor to the Company in connection with, and has participated in
certain of the negotiations leading to, certain potential transactions and the Merger and
will receive a fee for such services in connection with the Merger which is currently
estimated to be approximately $5,500,000 million…” Please revise or advise. In addition,
this disclosure does not appear to be incorporated by reference into Item 10(c) of the
Schedule 13E-3.
22.Refer to the comment above. Please revise to provide a reasonably itemized statement of
all expenses incurred or estimated to be incurred, such as legal expenses, in connection
with the transaction, or advise. Refer to Item 1007(c) of Regulation M-A and Item 10 of
Schedule 13E-3.
Debt Financing, page 64
23.Please disclose any alternative financing arrangements or plans in the event the debt
financing falls through. If none, so state. Refer to Item 10 of Schedule 13E-3 and Item
1007(b) of Regulation M-A.
Important Information Regarding the Company, page 103
24.We note your disclosure on page 104 of the net book value per share of Company
common stock. Please disclose the effect of the transaction on the affiliated filers’
interests in the net book value and net earnings of the Company in both dollar amounts
and percentages. Refer to Item 7 of Schedule 13E-3, as well as Item 1013(d) of Regulation
M-A and Instruction 3 thereto.
Security Ownership of Certain Beneficial Owners and Management, page 116
25.Please state the aggregate number and percentage of subject securities that are beneficially
owned by each person specified in Instruction C to Schedule 13E-3 for each filing person
of the Schedule 13E-3, such as the persons listed on page 106. See Item 1008(a) of

 FirstName LastNameMatthew Steele
 Comapany NameBattalion Oil Corporation
 February 6, 2024 Page 6
 FirstName LastName
Matthew Steele
Battalion Oil Corporation
February 6, 2024
Page 6
Regulation M-A and Item 11 of Schedule 13E-3.
Where You Can Find More Information, page 119
26.Please note that forward incorporation by reference, as you attempt to do on page 119, is
not permitted in connection with a Schedule 13E-3. Please revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Blake Grady at 202-551-8573 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
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​

​

www.battalionoil.com  ⁞  3505 West Sam Houston Parkway North, Suite 300, Houston, Texas 77043  ⁞  832.538.0300

May 17, 2022

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attn:Cheryl Brown
Karina Dorin

​

 ​

Re:

 Battalion Oil Corporation

​

 Registration Statement on Form S-3

​

 File Number 333-263707

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Battalion Oil Corporation hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on May 19, 2022, or as soon thereafter as practicable.

Please telephone the undersigned (832-538-0300) or Jeff M. Dobbs of Mayer Brown LLP (713-238-2697) if you have any questions with respect to the foregoing.

*        *        *

​

​

 ​

 ​

​

 Very truly yours,

​

 ​

​

 BATTALION OIL CORPORATION

​

 ​

 By:

  /s/ Walter Mayer

  Name:

 Walter Mayer

  Title:

 Vice President, Legal

​

United States securities and exchange commission logo
March 24, 2022
Richard H. Little
Chief Executive Officer
Battalion Oil Corporation
3505 West Sam Houston Parkway North, Suite 300
Houston, Texas 77043
Re:Battalion Oil Corporation
Registration Statement on Form S-3
Filed March 18, 2022
File No. 333-263707
Dear Mr. Little:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Karina Dorin, Staff
Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeff M. Dobbs, Esq.

United States securities and exchange commission logo
September 15, 2021
Richard H. Little
Chief Executive Officer
BATTALION OIL CORP
3505 West Sam Houston Parkway North, Suite 300
Houston, TX 77043
Re:BATTALION OIL CORP
Registration Statement on Form S-3
Filed September 9, 2021
File No. 333-259415
Dear Mr. Little:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William T. Heller IV

CORRESP
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​

​

www.battalionoil.com  ⁞  3505 West Sam Houston Parkway North, Suite 300, Houston, Texas 77043  ⁞  832.538.0300

​

September 15, 2021

VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attn: Liz Packebusch

Re:

 Battalion Oil Corporation

​

 Registration Statement on Form S-3

​

 File Number 333-259415

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Battalion Oil Corporation hereby requests that the effectiveness of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on September 17, 2021, or as soon thereafter as practicable.

Please telephone the undersigned (832-538-0300) or William T. Heller IV of Mayer Brown LLP (713-238-3000) if you have any questions with respect to the foregoing.

*        *        *

​

​

 ​

 ​

​

 Very truly yours,

​

 ​

​

 BATTALION OIL CORPORATION

​

 ​

 By:

  /s/ Walter Mayer

  Name:

 Walter Mayer

  Title:

 Vice President, Legal

​

CORRESP
1
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April 5, 2018

[Via EDGAR and E-Mail]

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE 100

Washington, DC 20549

Re:                             Halcón Resources Corporation

Registration Statement on Form S-4

Filed March 20, 2018

File No. 333-223793 (“Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Halcón Resources Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on April 9, 2018, or as soon as practical thereafter.

In connection with this acceleration request, the Company hereby acknowledges that:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments, please feel free to contact the undersigned at (303) 802-5538 or William T. Heller IV of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Thank you for your attention to this matter.

Sincerely,

/s/   David S. Elkouri

David   S. Elkouri

Executive   Vice President and Chief Legal Officer

cc:     William T. Heller IV, Mayer Brown LLP

1000 Louisiana Street, Suite 1500

Houston, Texas 77002

(T) 832-538-0300 / (F) 832-538-0220

Mail Stop 4628

March 30, 2018

David S. Elkouri
Executive Vice President and Chief Legal Officer
Halcón Resources Corporation
1000 Louisiana Street, Suite 1500
Houston, Texas 77002

Re: Halc ón Resources Corporation
  Registration Statement on Form S-4
Filed  March 20, 2018
  File No.  333-223793

Dear Mr. Elkouri :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Jerard Gibson , Attorney -Advisor,  at (202) 551-3473 with any questions.

Sincerely,

  /s/ Kevin M. Dougherty  for

 John Reynolds
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

March 20, 2018

[Via EDGAR]

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE 100

Washington, DC 20549

Re:                             Halcón Resources Corporation

Registration Statement on Form S-4

Filed March 20, 2018

Ladies and Gentlemen:

This letter supplements the Registration Statement on Form S-4 (the “Registration Statement”) of Halcón Resources Corporation (the “Issuer”) and the additional registrant guarantors named therein (collectively with the Issuer, the “Registrants”), with respect to an offer to exchange (the “Exchange Offer”) up to $200,000,000 aggregate principal amount of the Issuer’s unregistered 6.75% Senior Notes due 2025, issued on February 15, 2018 (the “Old Notes”), for a like principal amount of new 6.75% Senior Notes due 2025 with terms identical to the Old Notes but which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not contain restrictions on transfer, registration rights or provisions for payment of additional interest in case of non-registration (the “New Notes”). In connection with the Registration Statement, the Issuer hereby confirms and represents as follows:

1.                 The Registrants are registering the Exchange Offer in reliance on the position and representations of the staff of the Securities and Exchange Commission (the “Commission”) set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (collectively, the “No Action Letters”).

2.                 The Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware that, if such person is tendering Old Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the New Notes, such person (i) cannot rely on the Commission’s position enunciated in the No Action Letters or interpretative materials to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing

1000 Louisiana Street, Suite 1500

Houston, Texas 77002

(T) 832-538-0300 / (F) 832-538-0220

the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K.

3.                 The Registrants will make each person participating in the Exchange Offer aware that any broker-dealer that will receive New Notes for its own account in exchange for any Old Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

4.                 Neither the Registrants nor any of their respective affiliates have entered into any arrangement or understanding with any broker-dealer to distribute the New Notes.

5.                 The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions, in substantially the form set forth below:

·               if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer, provided that, by so acknowledging and by delivering a prospectus, such exchange offeree will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

·               if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer confirms that it has not entered into any arrangement or understanding with any of the Registrants or any of their respective affiliates to distribute the New Notes.

6.                 Part III of the Issuer’s annual report on Form 10-K for the fiscal year ended December 31, 2017 incorporates by reference portions of the Issuer’s definitive proxy statement for its 2018 Annual Meeting of Stockholders, which proxy statement the Issuer acknowledges has not yet been filed with the Commission. Accordingly, the Issuer will not request that the Registration Statement be declared effective until after the Issuer has filed its definitive proxy statement for the 2018 Annual Meeting of Stockholders, containing the information required by Part III of Form 10-K, with the Commission. The Issuer expects to file its definitive proxy statement with the Commission on or around April 5, 2018.

If any additional supplemental information is required by the Commission, please feel free to contact the undersigned at (303) 802-5538 or William T. Heller IV of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Sincerely,

/s/ David S. Elkouri

David S. Elkouri

Executive Vice   President and Chief Legal Officer

cc:                                William T. Heller IV, Mayer Brown LLP

2

CORRESP
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filename1.htm

December 21, 2017

[Via EDGAR and E-Mail]

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE 100

Washington, DC 20549

Re:                             Halcón Resources Corporation

Registration Statement on Form S-4

Filed December 21, 2017

File No. 333-221279 (“Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Halcón Resources Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on December 21, 2017, or as soon as practical thereafter.

In connection with this acceleration request, the Company hereby acknowledges that:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments, please feel free to contact the undersigned at (832) 538-0514 or William T. Heller IV of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

1000 Louisiana Street, Suite 6700

Houston, Texas 77002

(T) 832-538-0300 / (F) 832-538-0220

Securities and Exchange Commission

December 21, 2017

Page 2

Thank you for your attention to this matter.

Sincerely,

/s/   David S. Elkouri

David   S. Elkouri

Executive   Vice President and Chief Legal Officer

cc:     William   T. Heller IV, Mayer Brown LLP

Mail Stop 4628

December 19, 2017

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

Re: Halcón  Resources Corporation
Form 10 -K for Fiscal Year Ended December 31, 2016
Filed March 1, 2017
File No. 1 -35467

Dear Mr. Wilson :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

December 5, 2017

VIA EDGAR

Mr. H. Roger Schwall

Assistant Director

Office of Natural Resources

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

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. Schwall:

This letter responds to the staff’s comment letter dated November 21, 2017 regarding Halcón Resources Corporation’s (the “Company”) registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 1, 2017 (the “S-4”) and the Company’s Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 1, 2017 (the “10-K”).  For your convenience, your comments have been reproduced below, together with the response of the Company.

Registration Statement on Form 10-K 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

Mr. H. Roger Schwall

December 5, 2017

Page 2

Response:

The Company intends to file an amendment to the S-4 after clearing the staff’s comments to the 10-K, which amendment will incorporate by reference the Form 10-Q filed on November 9, 2017 and any other Exchange Act filings the Company has made, or may make, after the Form 10-Q.  Unless the staff objects, we would like to submit our request to accelerate the effectiveness of the S-4 at the same time as we submit such amendment.

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

Response:

Please see our response to comment #1 for our proposed timing of a request for acceleration.

Mr. H. Roger Schwall

December 5, 2017

Page 3

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

Business, page 6

Oil and Natural Gas Operations, page 17

3.                                      We note 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 uneconomic 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.

Response:

We acknowledge your comment and propose that in our future filings on Form 10-K we include a table and narrative (or footnote) disclosure along the lines of that set forth below, which we believe will provide a reader with a concise view of changes in developed and undeveloped reserves, as well as additional quantitative information on the factors affecting such changes. The table below was constructed from two separate tables included in our Form 10-K filing, one that itemizes the changes in total proved reserves as shown on page 146, and one that itemizes the changes in proved undeveloped reserves as shown on page 147 (which also appears under the heading “Oil and Natural Gas Operations” , on page 17, and gave rise to your comment).  Collectively, these tables infer the third column that itemizes the changes in proved developed reserves.  The combined table and following narrative disclosure identifies and quantifies the net amounts attributable to each factor affecting the change in estimated net proved reserves, proved developed reserves, and proved undeveloped reserves, for each of the three year periods reported in the 10-K:

Mr. H. Roger Schwall

December 5, 2017

Page 4

Equivalent (MBoe)

Total Proved

Proved Undeveloped

Proved Developed

Proved reserves,   December 31, 2013 (Predecessor)

135,967

81,362

54,605

Extensions and discoveries

72,619

57,114

15,505

Purchase of minerals in place

1,115

401

714

Production

(15,369

)

0

(15,369

)

Sale of minerals in place

(17,630

)

(10,488

)

(7,142

)

Transfers

0

(18,162

)

18,162

Revision of previous estimates

12,435

1,483

10,952

Proved reserves,   December 31, 2014 (Predecessor)

189,137

111,710

77,427

Extensions and discoveries

12,472

5,913

6,559

Purchase of minerals in place

43

0

43

Production

(15,163

)

0

(15,163

)

Sale of minerals in place

(6

)

0

(6

)

Transfers

0

(14,594

)

14,594

Revision of previous estimates

(39,679

)

(38,110

)

(1,569

)

Proved reserves,   December 31, 2015 (Predecessor)

146,804

64,919

81,885

Extensions and discoveries

18,256

14,331

3,925

Purchase of minerals in place

1,336

526

810

Production

(13,560

)

0

(13,560

)

Sale of minerals in place

(1,369

)

(246

)

(1,123

)

Transfers

0

(7,510

)

7,510

Revision of previous estimates

(2,853

)

(9,314

)

6,461

Proved reserves,   December 31, 2016 (Successor)

148,614

62,706

85,908

For 2014:

Net positive revisions in proved developed reserves of 11.0 MMBoe are primarily associated with improved performance.  Net positive revisions in proved undeveloped reserves of  1.5 MMBoe include 3.4 MMBoe associated with PUD locations that were removed due to changes in development spacing in El Halcon, offset by 4.9 MMBoe in net positive revisions to undeveloped reserves related to improved performance.

For 2015:

Net negative revisions in proved developed reserves of 1.6 MMBoe include 6.9 MMBoe in net positive performance revisions offset by 8.5 MMBoe in negative revisions due to

Mr. H. Roger Schwall

December 5, 2017

Page 5

lower prices.  Net negative revisions in proved undeveloped reserves of 38.1 MMBoe include 36.6 MMBoe associated with PUD locations that were removed because they no longer met the SEC five year development requirement, 8.3 MMBoe in negative revisions due to lower prices and 6.8 MMBoe in net positive revisions to undeveloped reserves related to improved performance.

For 2016:

Net positive revisions of 6.5 MMBoe in proved developed reserves include 9.7 MMBoe in net positive performance revisions offset by 3.2 MMBoe in negative revisions due to lower prices.   Net negative revisions of 9.3 MMBoe in proved undeveloped reserves  includes 22.4 MMBoe associated with PUD locations that were removed because they no longer met the SEC five year development requirement, 2.2 MMBoe of negative revisions due to the effect of lower prices, offset by 15.3 MMBoe in net positive revisions in undeveloped reserves related to improved performance.

As noted above, we propose that in future filings on Form 10-K, we will provide combined tabular disclosure in the form above, followed by quantifying disclosure similar to the above (in footnotes or immediately following the table) for the relevant factors affecting changes for each year appearing in the table in our future Forms 10-K.

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

Response:

Please see our responses to comments #3 and #6.

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 reserves additions that occurred during 2016 relating to extensions and discoveries, please expand your disclosure to quantify 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 drilling were determined to be 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 other than commodity prices.  Refer to Item 1202(a)(6) of Regulation S-K and FASB ASC 932-235-50-10.

Response:

Mr. H. Roger Schwall

December 5, 2017

Page 6

Out of total proved undeveloped reserves of 62.7 MMBoe at December 31, 2016, 14.3 MMBoe were associated with 40 gross PUD locations that were more than one offset location from a producing well.  Out of total reserve additions of 14.3 MMBoe, 3.3 MMBoe were associated with 12 gross PUD locations that were more than one offset location from a producing well. In future filings on Form 10-K, we will expand our disclosure to quantify the corresponding number of gross proved undeveloped locations and related net proved reserves, when the reserves relating to such locations are material.

Of the wells drilled that were more than one offset away from a producing well, we drilled one well that was uneconomic; however, that was due to mechanical issues encountered during the drilling operation.  We do not separately track changes in reserves relative to pre-drill reserve estimates for PUD locations that are more than one offset away from a producing well but, overall, we note that we have not to date experienced significant downward revisions in our reserve estimates for reasons other than commodity price changes.

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 to 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.

Response:

The referenced discussion relates to changes in proved developed reserves, which, as noted in the disclosure, was primarily associated with extension and infill drilling.  We classify changes in previous estimates of reserves from existing PUD locations (whether extensions or infill wells) as revisions to previous estimates, in accordance with FASB ASC 932-235-50-5 which stipulates that changes in previous estimates of proved reserves  be classified as revisions of previous estimates.

We classify reserves associated with the development of unproved locations (whether extension or infill wells) within “extensions and discoveries”.   We believe this treatment is in accordance with FASB ASC 932-235-50-5, since unproved locations would not have a previous estimate from which to revise.  However, in light of the staff’s comments on providing enhanced disclosure, we propose that in future filings on Form 10-K we include narrative or footnote disclosure separately quantifying reserve additions associated to infill drilling following the combined tabular presentation that we propose in our response to comment #3.  However, we propose to include this disclosure only for properties that we continue to own at year end 2017 (i.e., our Delaware basin acreage), as

Mr. H. Roger Schwall

December 5, 2017

Page 7

it will require substantial effort to produce this information and, we believe, provide little benefit to a reader to the extent associated with properties that have been disposed of (i.e., our Eagle Ford and Bakken properties, which we disposed of during 2017).  An example of the disclosure that would be provided in our Form 10-K is as follows (note that [xx] indicates that we do not currently have available the infill drilling data necessary to complete the disclosure):

“Of the [xx] MMBoe of 2017 extensions and discoveries, [xx] MMBoe relates to additions in the Delaware basin from our infill drilling activities.  We did not separately track infill drilling activities as a subset of additions to extensions and discoveries for the properties we disposed of during 2017.”

We would appreciate receiving any further comments or questions that the staff may have with respect to the foregoing as soon as possible.  In that regard, please contact the undersigned with any questions or comments that you may have by telephone at (832) 538-0303 or by email at mmize@halconresources.com.

Sincerely,

/s/   Mark J. Mize

Mark   J. Mize

Executive   Vice President, Chief Financial Officer

and   Treasurer

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

Mail Stop 4628
August 18 , 2017

Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, TX 77002

Re: Halcón Resources Corporation
 Information Statement on  Form PRE 14C
Filed July 26 , 2017
 File No. 1-35467

Dear Mr. Mize :

We have completed our review of your filing.  We remind you that the company and
its management are responsible for the accuracy and adequacy of the ir disclosure s,
notwithstanding any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Loan Lauren P. Nguyen for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
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August 16, 2017

VIA EDGAR

Mr. H. Roger Schwall

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:

Halcón   Resources Corporation

Information   Statement on Form PRE 14C

Filed   July 26, 2017

File   No. 001-35467

Dear Mr. Schwall:

This letter responds to the staff’s comment letter dated August 14, 2017 regarding Halcón Resources Corporation’s (the “Company”) Information Statement on Form PRE 14C (the “Information Statement”) filed with the U.S. Securities and Exchange Commission on July 26, 2017.  For your convenience, your comment has been reproduced below, together with the response of the Company.

General

1.                                      In your response to comment 1, you stated that the individuals or entities became aware of the Williston Divestiture for reasons unrelated to their position as stockholders and unrelated to any solicitation of their written consent, and “volunteered” their approval of the Williston Divestiture with respect to their equity holdings of the Company. However, this statement appears to be inconsistent with your disclosure on page 1 of the information statement that, “In order to eliminate the costs and management time involved in obtaining proxies and in order to effect these actions as early as possible to accomplish the purposes described below, the board of directors elected to seek the written consent of our stockholders in lieu of a special meeting.” Please revise the disclosure to clarify, if true, that none of your communications regarding the Williston Divestiture with the individuals or entities listed on page 9 of the information statement involved a “solicitation” within the meaning of Rule 14a-1(l)(1).

Response:

The Company confirms that its response letter dated August 2, 2017 (the “Prior Response Letter”) is accurate, and acknowledges that the referenced disclosure on page 1 of the Information Statement could be construed as inconsistent with the Prior Response Letter. In light of the staff’s comment, the Company proposes to delete the referenced disclosure on page 1 of the Information Statement, as the Company does not believe such statement is required to be included in the Information Statement pursuant to Schedule 14C (or Schedule 14A, to the extent applicable to Schedule 14C) and does not believe such statement to be materially additive to the other disclosures contained in the Information Statement.

If you have any questions or require additional information, please call the undersigned at (832) 538-0303 or email at mmize@halconresources.com.

Sincerely,

/s/   Mark J. Mize

Mark   J. Mize

Executive   Vice President,

Chief   Financial Officer and Treasurer

2

Mail Stop 4628
August 14, 2017

Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, TX 77002

Re: Halcón Resources Corporation
 Information Statement on  Form PRE 14C
Response Dated August 2 , 2017
 File No. 1-35467

Dear Mr. Mize :

We have reviewed  your August 2, 2017 response to our comment letter 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 busine ss days by providing the
requested information or advis e us as soon as possible when you wi ll 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.    Unless we note otherwise, our references to prior comments are to comments in
our July 31, 2017  letter .

General

1. In your response to comment 1, you stated that the individuals or entities became
aware of the Williston Divestiture for reasons unrelated to their position as
stockholders and unrelated to any solicitation of their written consent, and
“volunteered ” their approval of the Williston Divestiture with res pect to their equity
holdings of the Company.   However, this statement appears to be inconsistent  with
your disclosure on page 1 of the information statement that, “In order to eliminate the
costs and management time involved in obtaining proxies and in or der to effect these
actions as early as possible to accomplish the purposes described below, the board of
directors elected to seek the written consent of our stockholders in lieu of a special

Mark J. Mize
Halcón Resources Corporation
August 14, 2017
Page 2

 meeting. ”  Please revise the disclosure to clarify, if true, th at none of your
communications regarding the Williston Divestiture with the individuals or entities
listed on page 9 of the information statement involved  a “solicitation” within the
meaning of Rule 14a -1(l)(1).

Please contact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his
absence, the undersigned at (202) 551 -3642 with any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen  for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
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August 2, 2017

VIA EDGAR

Mr. H. Roger Schwall

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Halcón Resources Corporation
 Information Statement on Form PRE 14C
 Filed July 26, 2017
 File No. 001-35467

Dear Mr. Schwall:

This letter responds to the staff’s comment letter dated July 31, 2017 regarding Halcón Resources Corporation’s (the “Company”) Information Statement on Form PRE 14C (the “Information Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 26, 2017.  For your convenience, your comment has been reproduced below, together with the response of the Company.

General

1.                                      Based on the disclosure contained on page 9 of the Information Statement, it appears that you solicited 25 shareholders representing approximately 53.9% of your issued and outstanding common stock to execute written consents approving the divestiture of your Williston Basin assets. It does not appear that you filed materials regarding that solicitation. Please advise us of the consideration that you gave to the requirements of Rule 14a-2(b) under Regulation 14A. Your analysis should provide a legal analysis detailing how you obtained these shareholder consents in a manner that did not constitute a solicitation subject to the proxy rules. Alternatively, please file a preliminary proxy statement on Schedule 14A.

Response:

All of the individual stockholders listed in the table on page 9 of the Information Statement are executive officers and/or directors of the Company who are integrally involved in the affairs of the Company, including with respect to the transaction that is the subject of the written consent they executed (the “Williston Divestiture”). Additionally, each of Franklin Advisers, Inc. (as investment manager on behalf of certain stockholders) (“Franklin”) and Ares Management (on behalf of various funds) (“Ares”) have representatives on the Company’s board of directors.  Each of Franklin, Ares and Tyrus Capital S.A.M. (“Tyrus”) are holders of 5% or more of the voting equity of the Company.

Other than the individual stockholders, Franklin, Ares and Tyrus, the remaining stockholders listed on page 9 of the Information Statement include various funds managed by BlackRock Advisors, LLC (“BlackRock Advisors”), various funds managed by BlackRock Financial Management, Inc. (together with BlackRock Advisors, “BlackRock”), Indianapolis High Yield Group of J.P. Morgan Investment Management, Inc. (“JPM”), Brigade Energy Opportunities Fund LP (“Brigade I”), Brigade Energy Opportunities Fund II LP (“Brigade II”), and Brigade Leveraged Capital Structures Fund Ltd. (collectively with Brigade I and Brigade II, “Brigade”). Each of BlackRock, JPM and Brigade (and their affiliates) are holders of the Company’s 6.75% Senior Unsecured Notes due 2025 (the “Notes”), which are not registered securities under the Securities Exchange Act of 1934, as amended. BlackRock, JPM and Brigade (and their affiliates) are significant Note holders, holding Notes in the aggregate principal amount, as of July 10, 2017, of approximately $274.6 million (or 32.3% of the total aggregate principal amount of the Notes). These entities were contacted on behalf of the Company in their capacities as Note holders in connection with a consent solicitation (the “Consent Solicitation”) to certain amendments to the Indenture governing the Notes that were necessary in order for the Company to proceed with the Williston Divestiture since such divestiture may be deemed to constitute a sale of substantially all of the Company’s assets (the “Proposed Amendments”). In connection with the Consent Solicitation, certain Note holders, including BlackRock, JPM and Brigade, were provided with detailed information regarding the Williston Divestiture and, in their capacities as significant Note holders, BlackRock, JPM and Brigade were involved in deliberations of the transaction with management. Following these deliberations, on July 10, 2017, each of BlackRock, JPM and Brigade signed a Support Agreement with the Company agreeing to cause valid consents to be given to the Proposed Amendments in the Consent Solicitation. In the course of their collaborative discussions with the Company’s management relating to the Consent Solicitation, each of BlackRock, JPM and Brigade communicated their expectation that the Company proceed with the Williston Divestiture. Thereafter, in connection with their execution of the Support Agreement, and because they are also stockholders of the Company, each of BlackRock, JPM and Brigade also provided written consent to the Williston Divestiture with respect to their equity holdings in the Company and did so the following day, on July 11, 2017. While each of BlackRock, JPM and Brigade received a fee in connection with the Consent Solicitation in their capacities as Note holders, such fee was proportionate to the fees received by the other Note holders, and no separate commission or remuneration was paid to

2

them, or any of the other stockholders listed on page 9 of the Information Statement, for providing their written consent to the Williston Divestiture in their capacities as stockholders.

Given the facts outlined above, the Company does not believe that the communications with the individuals or entities listed on page 9 of the Information Statement involved a “solicitation” within the meaning of Rule 14a-1(l)(1). Rather, the individuals or entities became aware of the Williston Divestiture for reasons unrelated to their position as stockholders and unrelated to any solicitation of their written consent, and volunteered their approval of the Williston Divestiture with respect to their equity holdings of the Company only after being fully apprised of the transaction in their capacities as officers, directors, Note holders or entities with representatives on the Company’s board with which the Company and/or such representatives regularly communicate. Accordingly, the Company believes that these communications are excluded from the definition of a “solicitation” under Rule 14a-l(l)(2)(i) as the “furnishing of a form of proxy to a security holder upon the unsolicited request of such security holder.”

Further, pursuant to the SEC’s guidance in Compliance and Disclosure Interpretation, Securities Act Sections, Interpretive Responses Regarding Particular Situations, No. 239.13 (“C&DI No. 239.13”), the SEC has recognized the legitimate business reasons for seeking lock-up agreements in the course of business combination transactions. C&DI No. 239.13 further noted that the SEC has not objected to lock-up agreements that involve only executive officers, directors, affiliates, founders and their family members, and holders of 5% or more of the voting securities of the company being acquired and the persons signing the lock-up agreements collectively own less than 100% of the voting equity of the target.

While the Company is aware that C&DI No. 239.13 applies to lock-up agreements and not specifically to a written consent, the Company believes that the business reasons and rationale expressed in C&DI No. 239.13 are likewise applicable to a sale of substantially all of the Company’s assets that is approved by written consent by holders having the same characteristics as those in C&DI No. 239.13. Accordingly, for the reasons stated above, the Company does not believe that the written consent of the stockholders listed on page 9 of the Information Statement involved a “solicitation” subject to the proxy rules. The Company therefore believes that the use of an Information Statement on Schedule 14C is the appropriate form for communication to the Company’s stockholders of the corporate actions taken with respect to the Williston Divestiture.

If you have any questions or require additional information, please call the undersigned at (832) 538-0303 or email at mmize@halconresources.com.

Sincerely,

/s/   Mark J. Mize

Mark   J. Mize

Executive   Vice President,

Chief   Financial Officer and Treasurer

3

Mail Stop 4628
July 31, 2017

Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, TX 77002

Re: Halcón Resources Corporation
 Information Statement on  Form PRE 14C
Filed July 26 , 2017
 File No. 1-35467

Dear Mr. Mize :

We have reviewed your filing an d 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 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.

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

General

1. Based on the disclosure contained on page 9 of the Information Statement, it appears
that you solicited 25 shareholders  representing approximately 53.9 % of your issued
and outstanding common stock to execute written consents approving the divestiture
of your Williston Basin assets . It does not appear that you filed materials regarding
that solicitation.   Please advise us of the consideration that you gave to the
requirements of Rule 14a -2(b) under Regulation 14A.  Your analysis should provide
a legal analysis detailing how you obtai ned these shareholder consents in a manner
that did not constitute a solicitation subject to the proxy rules. Alternatively, please
file a preliminary proxy statement on Schedule 14A.

Mark J. Mize
Halcón Resources Corporation
July 31, 2017
Page 2

 Closing Comments

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.

Please contact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his
absence, the undersigned at (202) 551 -3745 with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
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Halcón Resources Corporation
 1000 Louisiana St., Suite 6700
 Houston, Texas 77002
 Telephone (832) 538-0300

April 6, 2017

Via EDGAR and E-Mail

Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street NE 100
 Washington, DC 20549

Re:                             Halcón Resources Corporation
 Registration Statement on Form S-3
 Filed March 3, 2017, as amended April 4, 2017
 File No. 333-216449 (“Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Halcón Resources Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 1:00 p.m., Eastern time, tomorrow, April 7, 2017, or as soon as practical thereafter. This letter replaces and substitutes the letter filed by the Company earlier today with respect to the Registration Statement.

Should you have any questions or comments, please feel free to contact the undersigned at (832) 538-0514 or William T. Heller IV of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Thank you for your attention to this matter.

Sincerely,

/s/ David S. Elkouri

David S. Elkouri

Executive Vice   President and Chief Legal Officer

cc:  William T. Heller IV, Mayer Brown LLP

CORRESP
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Halcón Resources Corporation
 1000 Louisiana St., Suite 6700
 Houston, Texas 77002
 Telephone (832) 538-0300

April 6, 2017

Via EDGAR and E-Mail

Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street NE 100
 Washington, DC 20549

Re:                             Halcón Resources Corporation
 Registration Statement on Form S-3
 Filed March 3, 2017, as amended April 4, 2017
 File No. 333-216449 (“Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Halcón Resources Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 5:00 p.m., Eastern time, today, April 6, 2017, or as soon as practical thereafter.

Should you have any questions or comments, please feel free to contact the undersigned at (832) 538-0514 or William T. Heller IV of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Thank you for your attention to this matter.

Sincerely,

/s/ David S. Elkouri

David S. Elkouri

Executive Vice   President and Chief Legal Officer

cc:  William T. Heller IV, Mayer Brown LLP

CORRESP
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filename1.htm

Halcón Resources Corporation
 1000 Louisiana St., Suite 6700
 Houston, Texas 77002
 Telephone (832) 538-0300

April 6, 2017

Via EDGAR and E-Mail

Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street NE 100
 Washington, DC 20549

Re:                             Halcón Resources Corporation
 Registration Statement on Form S-3
 Filed March 6, 2017, as amended April 4, 2017
 File No. 333-216455 (“Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Halcón Resources Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 5:00 p.m., Eastern time, today, April 6, 2017, or as soon as practical thereafter.

Should you have any questions or comments, please feel free to contact the undersigned at (832) 538-0514 or William T. Heller IV of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Thank you for your attention to this matter.

Sincerely,

/s/ David S. Elkouri

David S. Elkouri

Executive Vice   President and Chief Legal Officer

cc:  William T. Heller IV, Mayer Brown LLP

CORRESP
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filename1.htm

Halcón Resources Corporation
 1000 Louisiana St., Suite 6700
 Houston, Texas 77002
 Telephone (832) 538-0300

April 6, 2017

Via EDGAR and E-Mail

Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street NE 100
 Washington, DC 20549

Re:                             Halcón Resources Corporation
 Registration Statement on Form S-3
 Filed March 6, 2017, as amended April 4, 2017
 File No. 333-216455 (“Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Halcón Resources Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 1:00 p.m., Eastern time, tomorrow, April 7, 2017, or as soon as practical thereafter. This letter replaces and substitutes the letter filed by the Company earlier today with respect to the Registration Statement.

Should you have any questions or comments, please feel free to contact the undersigned at (832) 538-0514 or William T. Heller IV of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Thank you for your attention to this matter.

Sincerely,

/s/ David S. Elkouri

David S. Elkouri

Executive Vice   President and Chief Legal Officer

cc:  William T. Heller IV, Mayer Brown LLP

March 22, 2017

Via E -mail
William T. Heller IV, Esq.
Mayer Brown  LLP
700 Louisiana Street
Suite 3400
Houston , TX  77002

Re: Halcó n Resources Corp oration
 Responses to comments on Current Report on Form 8 -K filed February 9 ,
    2017
Filed on March 14, 2017
File No .  001-35467

Dear Mr. Heller :

We have reviewed your response and have the following comment.

Exhibit 99.1 – Press Release dated February 9, 2017
1. We have reviewed your response to our prior comment regarding Halc ón Resources’
adherence to the criteria set forth in the Abbreviated Tender or Exchange Offers for Non -
Convertible Debt Securities no -action letter (Jan. 23, 2015) in conducting its tender offer
for 8.625% Senior  Secured Notes due 2020, which commenced on February 9, 2017.  The
ability of a company to conduct a five business day tender offer in reliance on the letter is
conditioned on the company’s satisfaction of each of the criteria set forth in the letter.  In
light of Halc ón Resources’ failure to comply with the Immediate Widespread
Dissemination requirement with respect to its tender offer, please note that the no -action
position expressed in the letter with respect to Exchange Act Rule 14e -1(a), which
requires a minimum offer period of 20 business days for all tender offers, does not extend
to Halc ón Resources’ tender offer.
Please direct any questions to me at (202) 551 -3619  or to David Orlic, Special Counsel,
at (202) 551 -3503 . Please send all correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

        /s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers & Acquisitions

Mail Stop 4628
March 21 , 2017

David S. Elkouri
Executive Vice President and Chief Legal Officer
Halcón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, Texas 77002

Re: Halcón Resources Corporation
  Registration Statement on Form S-3
Filed  March 3, 2017
  File No.  333-216449

Dear Mr. Elkouri :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please contact Jerard Gibson, Staff Attorney, at (202) 551-3473 with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: William T. Heller IV
Kirk Tucker
Mayer Brown LLP

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Mayer Brown LLP

700 Louisiana   Street

Suite 3400

Houston, Texas   77002-2730

Main Tel +1 713   238 3000

March 14, 2017

Main Fax +1 713   238 4888

www.mayerbrown.com

Daniel F. Duchovny

Special Counsel

Office of   Mergers & Acquisitions

U.S. Securities and   Exchange Commission

100 F Street, NE

Washington, DC   20549-3628

Re:                             Halcón Resources Corporation

Current Report on Form 8-K

Filed February 9, 2017

File No. 001-35467

Dear Mr. Duchovny:

I am writing on behalf of our client, Halcón Resources Corporation (the “Company”), in response to your comment letter dated March 9, 2017. For convenience, the comment set forth in the letter is reproduced below and is followed by the Company’s response.

Comment:

Exhibit 99.1 — Press Release dated February 9, 2017

1.                                      The press release appears to relate to a debt tender offer with an abbreviated offering period as described in the Abbreviated Tender or Exchange Offers for Non-Convertible Debt Securities no-action letter (Jan. 23, 2015); however, the press release does not contain an active hyperlink to, or an Internet address at which a holder could obtain, copies of the offer to purchase, letter of transmittal and other offer documents. Including this active hyperlink or Internet address in the press release is a necessary part of the “Immediate Widespread Dissemination” process set forth in the no-action letter as a condition of the relief. Given these facts, please provide an analysis as to how the tender offer was consistent with Exchange Act Rule 14e-1(a).

Response:

We acknowledge that the tender offer press release of February 9, 2017, failed to include an active hyperlink or Internet address, the omission of which was purely an oversight. We understand and appreciate the significance of each element of the guidance provided by the staff for abbreviated tender offers as set forth in the no action letter dated January 23, 2015

Mayer Brown LLP operates in combination with other Mayer Brown entities (the “Mayer Brown Practices”), which have offices in North America,
 Europe and Asia and are associated with Tauil & Chequer Advogados, a Brazilian law partnership.

Daniel F. Duchovny

March 14, 2017

Page 2

(the “No Action Letter”). In that regard, we wish to assure you that each of the other requirements of the No Action Letter was fully complied with, specifically:

a.              the Company’s 8.625% second lien secured notes due 2020 (the “Notes”) that were the subject of the tender offer described in the press release are non-convertible debt securities of the Company;

b.              the offer was made by the Company, which is the issuer of the Notes;

c.               the offer was made solely for a fixed amount of cash for any and all of the Notes;

d.              the offer was open to all record and beneficial holders of the Notes;

e.               no consents to amend the indenture governing the Notes were solicited in connection with the offer;

f.                no default or event of default existed under the indenture governing the Notes or any other indenture or material credit agreement to which the Company is a party;

g.               at the time of the offer, the Company was not subject to any bankruptcy or insolvency proceedings, nor had it commenced a solicitation of consents for a pre-packaged bankruptcy proceeding, nor had the board authorized any discussions with creditors to effect any restructuring;

h.              the Company’s concurrent offering of new 6.75% senior notes due 2025 (the “New Notes”), the proceeds of which were used to repurchase and/or redeem the Notes are not senior indebtedness to the Notes (i.e., the New Notes are unsecured, have a longer weighted average life to maturity, are not otherwise senior in right of payment to the Notes and have the same guarantors);

i.                  the tender offer provided for guaranteed delivery procedures complying with the conditions of the No Action letter;

j.                 the press release announcing the tender offer was issued through a wire service before 10:00 am eastern time on February 9, 2017 and included the information specified in the No Action Letter, other than the active hyperlink to a copy of the tender offer documents;

k.              the press release was filed with the Commission on Form 8-K at 8:25 a.m., Eastern on February 9, 2017;

l.                  no changes in the offer were made, and it expired at 5:00 p.m., Eastern time on the fifth business day after commencement of the offer;

m.          the tender offer provided withdrawal rights complying with the No Action Letter;

Daniel F. Duchovny

March 14, 2017

Page 3

n.              the consideration in the tender offer was paid promptly after the expiration of the offer;

o.              the tender offer was not made in anticipation or in response to, or concurrently with, any of the events specified in the last bullet of the No Action Letter; nor was it commenced within ten business days after the first public announcement or consummation of a transaction that would require the furnishing of pro forma financial information pursuant to Article 11 of Regulation S-X.

The tender offer for the Notes expired at 5:00 p.m., Eastern, on February 15, 2017. On February 16, 2017, the Company accepted and paid for the Notes that were tendered (February 21, 2017 for those Notes tendered using guaranteed delivery procedures). On February 16, 2017, the Company also announced the redemption of all of the remaining Notes not tendered in the tender offer, and delivered a redemption notice for those Notes in accordance with the terms of the Indenture. The redemption is irrevocable and will occur on March 20, 2017. Accordingly, it is no longer practicable to correct the press release or extend the tender offer.

In order to ensure that such an oversight does not happen again, the individuals involved in the preparation and review of the press release have been made aware of your comment, have discussed the circumstances surrounding and contributing to the oversight and will implement procedures designed to adequately confirm compliance with every element of the No Action Letter in the future.

Please do not hesitate to call if you have any questions or additional comments. I can be reached at (713) 238-2684. We look forward to discussing at your convenience.

Sincerely,

/s/   William T. Heller IV

William   T. Heller IV

cc:

David   Orlic

Special   Counsel

Office   of Mergers & Acquisitions

U.S.   Securities and Exchange Commission

David   S. Elkouri

Executive   Vice President and Chief Legal Officer

Halcón   Resources Corporation

March 9 , 2017

Via E -mail
William T. Heller IV, Esq.
Mayer Brown  LLP
700 Louisiana Street
Suite 3400
Houston , TX  77002

Re: Halcó n Resources Corp oration
 Current Report on Form 8 -K
Filed February 9 , 2017
File No .  001-35467

Dear Mr. Heller :

We have limited our review of the filing to the issue  we have addressed in our comment .
In our comment , we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If  you do not
believe our comment  applies to your facts and circumstances or do not believe an amendment is
appropriate, pleas e tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to th is comment , we may have additional comments.

Exhibit 99.1 – Press Release dated February 9, 2017
1. The press release appears to relate to a debt tender offer with an abbreviated offering
period as described in the Abbreviated Tender or Exchange Offers for Non -Convertible
Debt Securities no -action letter (Jan. 23, 2015); however, the press release does not
contain an active hyperlink to, or an Internet address at which a holder could obtain,
copies of the offer to purchase, letter of transmittal and other offer do cuments.  Including
this active hyperlink or Internet address in the press release is a necessary part of the
“Immediate Widespread Dissemination” process set forth in the no -action lette r as a
condition of the relief.  Given these facts, please provide an analysis as to how the tender
offer was consistent with Exchange Act Rule  14e-1(a).

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action  by the staff.

William T. Heller IV, Esq.
Mayer Brown  LLP
March 9 , 2017
Page 2

Please direct any questions to me at (202) 551 -3619  or to David Orlic, Special Counsel,
at (202) 551 -3503 . Please send all correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

        /s/ Daniel F. Duchovny
Daniel F.  Duchovny
Special Counsel
Office of Mergers & Acquisitions

Mail Stop 4628
October 2, 2015

Via E -Mail
Mr. Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcón Resources Corporation
1000 Louisiana Street, Suite 6700
Houston, TX  77002

Re: Halcón Resources Corporation
 Form 10 -K for the Fiscal Year ended December 31, 2014
Filed February 26, 2015
File No. 001 -35467

Dear Mr. Mize :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Excha nge Act of 1934 and all applicable rules require .

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

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September 30, 2015

VIA EDGAR

Mr. Joseph Klinko

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Halcón Resources Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
 Filed February 26, 2015
 File No. 001-35467

Dear Mr. Klinko:

This letter is in response to our conversation this morning regarding the staff’s comments to our letter dated September 28, 2015, relating to Halcón Resources Corporation’s (the “Company”) Form 10-K for the fiscal year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission on February 26, 2015.  In light of our conversation, we are modifying the proposed disclosure in our prior letter to read as follows:

“If the average of the oil and natural gas prices for the first day of each month for the trailing 12-month period ended September 30, 2015 had been $[   ] per Bbl for oil and $[   ]per Mmbtu for natural gas, holding all other factors constant, our ceiling test limitation related to the net book value of our proved oil and natural gas properties would have been reduced by approximately $[   ] million. The foregoing prices were calculated using a simple average of the oil and natural gas prices on the first day of the month for each of the 10 months ended October 2015, with the prices for October 2015 held constant for the remaining two months to create a trailing 12-month period. As a consequence of the estimated reduction in the ceiling test limitation, our ceiling test impairment would have increased by approximately $[    ] million, partly as a result of a decrease in our proved undeveloped reserves of approximately   %, primarily due to certain locations that would not be economical when using these prices. The foregoing calculation of the impact of lower commodity prices was prepared

Mr. Brad Skinner

September 30, 2015

Page 2

assuming that all inputs and factors other than oil and natural gas prices remain constant, thereby isolating the impact of commodity prices on our ceiling test limitation and proved reserves. Price is only one variable in the estimation of our proved reserves, and other factors could have a significant impact on future reserves and the present value of future cash flows, including, but not limited to, extensions and discoveries, changes in costs, drilling results, well performance and changes in our development plans. There are numerous uncertainties inherent in the estimation of proved reserves and accounting for oil and natural gas properties in subsequent periods and this estimate should not be construed as indicative of our development plans or future results.”

As noted previously, the proposed disclosure will be included in the Company’s future periodic reports, beginning with its Form 10-Q for the quarter ended September 30, 2015, and in each periodic report thereafter to the extent that the Company expects to incur future ceiling test impairments and downward revisions to its proved reserves as a result of changes in commodity prices.

If you have any questions or require additional information, please call the undersigned at (832) 538-0303 or email at mmize@halconresources.com.

Sincerely,

/s/ Mark J. Mize

Mark   J. Mize

Executive   Vice President,

Chief   Financial Officer and Treasurer

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September 28, 2015

VIA EDGAR

Mr. Brad Skinner

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Halcón Resources Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
 Filed February 26, 2015
 File No. 001-35467

Dear Mr. Skinner:

This letter responds to the staff’s comment letter dated September 17, 2015 regarding Halcón Resources Corporation’s (the “Company”) Form 10-K for the fiscal year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2015.  For your convenience, your comment has been reproduced below, together with the response of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2014

Item 1 — Business, page 6

Oil and Natural Gas Reserves, page 9

1.                                      We have read your response to prior comment one, indicating several reasons why you have not quantified the reasonably possible effects of lower commodity prices on your development plans and accounting under the full cost methodology. For example, we note the following remarks:

·                                          you explain that your hedging program is designed to “mitigate the impact of fluctuations in commodity prices” which “permits the company to be less reactive to short-term changes in commodity process with respect to drilling plans than it might be otherwise;”

·                                          you express the view that ceiling test calculations “are dependent upon a variety of factors, some of which are subjective” and “it is difficult for the Company to estimate future ceiling test write-downs accurately”; and

·                                          you state that you believe that a well-considered sensitivity analysis such as that provided in your Form 10-K “provides the reader with insight into the effects of commodity price changes on potential ceiling test write-downs”.

You disclose on page 65 that you recorded a full cost ceiling test impairment of $239.7 million for the year ended December 31, 2014 due to the “non-routine transfers of unevaluated properties to the full cost pool,” and changed your business strategy away from the non-strategic areas of the Utica / Point Pleasant and TMS “until economics and return on investment improve due to a combination of lower drilling and completion costs and higher commodity prices”. You disclose in your most recent interim filing that you significantly curtailed capital spending and recorded material ceiling test impairments for each of the three months ended March 31, 2015 and June 30, 2015. You further disclose that if commodity prices remain at decreased levels, the average prices used in the ceiling calculation will decline and will cause additional write downs of your oil and natural gas properties.

Given the foregoing, it appears at least reasonably possible that the impact of lower prices will be material. SEC Release 33-8350 and Items 303(a)(1), (2)(ii), and (3)(ii) of Regulation S-K, as well as Instruction 3 to that guidance, require quantified disclosure regarding the material effects of known material trends and uncertainties when quantitative information is reasonably available. Please revise your disclosure to quantify the impact on proved reserves and potential upcoming ceiling test impairments if commodity price increases do not occur. For example, since you have nine or ten of the twelve prices needed for the next ceiling test at the time of filing your periodic reports, disclose information about the magnitude of any material reasonably possible upcoming ceiling test write-downs, based on information known to you in advance of filing your report, along with any of the underlying assumptions that are necessary to clarify the nature of this disclosure.

Response:

In light of the staff’s comment, to clarify the effects of current oil and natural gas prices on the ceiling test and proved reserves, in future periodic filings (discussed further below) the Company proposes to include disclosure of potential upcoming ceiling test impairments by showing what the impairment and impact to proved reserves could be using a 12-month average incorporating the first-day-of-the-month prices for oil and natural gas for the nine months preceding the reporting date and those prices after the reporting date and preceding the filing date that are reasonably available, while holding other factors constant. The first-day-of-the-month prices reasonably available after the end of the reporting period will be held constant to

2

complete the 12-month average.  Below is an example of the foregoing that the Company proposes to include in its Form 10-Q for the quarter ended September 30, 2015:

“If the average of the oil and natural gas prices for the first day of each month for the trailing 12-month period ended September 30, 2015 had been $[   ] per Bbl for oil and $[   ]per Mmbtu for natural gas, holding all other factors constant, our ceiling test limitation related to the net book value of our proved oil and natural gas properties would have been reduced by approximately $[   ] million. The foregoing prices were calculated using a simple average of the oil and natural gas prices on the first day of the month for each of the 10 months ended October 2015, with the prices for October 2015 held constant for the remaining two months to create a trailing 12-month period. As a consequence of the pro forma reduction in the ceiling test limitation, our ceiling test impairment would have increased by approximately $[    ] million, partly as a result of a pro forma decrease in our proved undeveloped reserves of approximately   %, primarily due to certain locations that would not be economical when using these prices. The foregoing calculation of the impact of lower commodity prices was prepared assuming that all inputs and factors other than oil and natural gas prices remain constant, thereby isolating the impact of commodity prices on our ceiling test limitation and proved reserves. Price is only one variable in the estimation of our proved reserves, and other factors could have a significant impact on future reserves and the present value of future cash flows, including, but not limited to, extensions and discoveries, changes in costs, drilling results, well performance and changes in our development plans. There are numerous uncertainties inherent in the estimation of proved reserves and accounting for oil and natural gas properties in subsequent periods and this pro forma estimate should not be construed as indicative of our development plans or future results.”

The proposed disclosure will be included in the Company’s future periodic reports, beginning (as noted above) with its Form 10-Q for the quarter ended September 30, 2015, and in each periodic report thereafter to the extent that the Company expects to incur future ceiling test impairments and downward revisions to its proved reserves as a result of changes in commodity prices.

If you have any questions or require additional information, please call the undersigned at (832) 538-0303 or email at mmize@halconresources.com.

Sincerely,

/s/ Mark J. Mize

Mark   J. Mize

Executive   Vice President,

Chief   Financial Officer and Treasurer

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Mail Stop 4628
September 17, 2015

Via E -Mail
Mr. Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcón Resources Corporation
1000 Louisiana Street, Suite  6700
Houston, TX  77002

Re: Halcón Resources Corporation
 Form 10 -K for the Fiscal Year ended December 31, 2014
Filed February 26, 2015
Response Letter dated September 4, 2015
File No. 001 -35467

Dear  Mr. Mize :

We have reviewed  your September 4, 2015  response to our comment  letter  and have the
following comment s.  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 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.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our  August 24,
2015  letter .

Form 10 -K for the Fiscal Year ended December 31, 2014

Item 1 - Business, page 6

Oil and Natural Gas Reserves, page 9

1. We have read your response to prior comment one, indicating several reasons why you
have not quantified the reasonably possible effects of lower commodity prices on your
development plans and accounting under the full cost metho dology.   For example, we
note the following remarks:

Mr. Mark J. Mize
Halcón Resources Corporation
September 17, 2015
Page 2

  you explain that your hedging program is designed to “mitigate the impact of
fluctuations in commodity prices” which “permits the company to be less reactive
to short -term changes in commodity process w ith respect to drilling plans than it
might be otherwise;”

 you express the view that ceiling test calculations “are dependent upon a variety
of factors, some of which are subjective” and “it is difficult for the Company to
estimate future ceiling test write -downs accurately”; and

 you state that you believe that a well -considered sensitivity analysis such as that
provided in your Form 10 -K “provides the reader with insight into the effects of
commodity price changes on potential ceiling test write -downs ”.

You disclose on page 65 that you recorded a full cost ceiling test impairment  of $239.7
million for the year ended December 31, 2014 due to the “non -routine transfers of
unevaluated properties to the full cost pool,” and changed your business strate gy away
from the non -strategic areas of the Utica / Point Pleasant and TMS “until economics and
return on investment improve due to a combination of lower drilling and completion
costs and higher commodity prices”.  You disclose in your most recent interim  filing that
you significantly curtailed capital spending and recorded material ceiling test
impairments for each of the three months ended March 31, 2015 and June 30, 2015.   You
further disclose that if commodity prices remain at decreased levels, the ave rage prices
used in the ceiling calculation will decline and will cause additional write downs of your
oil and natural gas properties.

Given the foregoing, it appears at least reasonably possible that the impact of lower
prices will be material.  SEC Re lease 33 -8350 and Items 303(a)(1), (2)(ii), and (3)(ii) of
Regulation S -K, as well as Instruction 3 to that guidance, require quantified disclosure
regarding the material effects of known material trends and uncertainties when
quantitative information is r easonably available.   Please revise your disclosure to quantify
the impact on proved reserves and potential upcoming ceiling test impairments if
commodity price increases do not occur.   For example, since you have nine or ten of the
twelve prices needed fo r the next ceiling test at the time of filing your periodic reports,
disclose information about the magnitude of any material reasonably possible upcoming
ceiling test write -downs, based on information known to you in advance of filing your
report, along w ith any of the underlying assumptions that are necessary to clarify the
nature of this disclosure.

You may contact Joseph Klinko at (202) 551 -3824 or John Cannarella at (202) 551 -3337
if you have questions regarding comments on the financial statements an d related matters.
Please contact me at (202) 551 -3489 with any other questions .

Mr. Mark J. Mize
Halcón Resources Corporation
September 17, 2015
Page 3

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

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September 4, 2015

VIA EDGAR

Mr. Brad Skinner

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Halcón Resources Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
 Filed February 26, 2015
 File No. 001-35467

Dear Mr. Skinner:

This letter responds to the staff’s comment letter dated August 24, 2015 regarding Halcón Resources Corporation’s (the “Company”) Form 10-K for the fiscal year ended December 31, 2014 filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 26, 2015.  For your convenience, your comment has been reproduced below, together with the response of the Company.

Form 10-K for the Fiscal Year Ended December 31, 2014

Item 1 — Business, page 6

Oil and Natural Gas Reserves, page 9

1.                                      We note your risk factor disclosure on page 41, indicating that if commodity process remain at decreased levels;

·                                          the average prices used in your ceiling calculation will decline and will likely cause write downs of your oil and gas properties;

·                                          reduce the amount of oil and natural gas that you can produce economically;

Mr. Brad Skinner

September 4, 2015

Page 2

·                                          delay, postpone or terminate your exploration, appraisal and development activities;

·                                          limit your financial condition, liquidity, and ability to finance your capital expenditures and results of operations; and

·                                          reduce any future revenues, operating income and cash flows.

Explain to us how you have considered providing, where reasonably practicable, quantification of the impact of current commodity prices.  As part of your response, address your drilling plans and your reported reserve volumes.  For example, to the extent that you report proved undeveloped reserves that would not be developed in the current pricing environment, explain how you have considered disclosing the volume of reserves that would not be developed.  Further, it appears you have determined that the continuation of the current economic environment would lead to additional significant impairment.  Given that you would ordinarily have nine or ten of the twelve prices needed for the next ceiling test at the time of filing your periodic reports, we believe that you should disclose information about the magnitude of any material reasonably possible upcoming ceiling test write-downs, based on information known to you in advance of filing your report, along with any of the underlying assumptions that are necessary to clarify the nature of this disclosure.  Refer to the guidance in FRC §§ 501.12.a, 501.12.b.3 and 501.14 (Sections III.A, III.B.3 and V of SEC Release Nos. 33-8350; 34-48960; FR-72), as it relates to disclosures in an introductory section or overview, the effects of material trends and uncertainties, and critical accounting estimates.

Response:

Ceiling test calculations and any associated write-downs the Company might incur for any fiscal period are dependent upon a variety of factors, some of which are subjective and many of which are not dependent upon the average of the first day of the month prices for oil and natural gas for the trailing twelve month period.  Further, many of these factors are not determined by the Company in advance of the preparation of Company’s reports covering the most recently completed fiscal period. For instance, determinations as to proved reserve additions and revisions and the movement of capitalized costs from unevaluated into the full cost pool are made in conjunction with the preparation of Company’s financial statements for a completed fiscal period.  In the risk factor appearing on page 41 entitled “We may be required to take non-cash asset write downs”, the Company notes that current prices were significantly lower than the prices used as of year end and that this could impact future ceiling test write downs:

“As of December 31, 2014 and March 31, 2014, the net book value of our oil and natural gas properties exceeded our ceiling amount by $178.5 million and $61.2 million before income taxes using the WTI unweighted 12-month average price $94.99 per Bbl and $98.46 per Bbl and the Henry Hub unweighted 12-month average of $4.350 per MMBtu and $3.99 per MMBtu, respectively,

Mr. Brad Skinner

September 4, 2015

Page 3

resulting in a write-down of our oil and natural gas properties. As ceiling test computations depend upon the calculated unweighted arithmetic average prices and oil and natural gas prices are inherently volatile, it is impossible to predict the likelihood, timing and magnitude of any future impairments. For example, oil and natural gas prices have decreased significantly over the latter half of 2014 and into the beginning of 2015, the first day of the month oil and natural gas prices for January and February 2015 were $53.27 per Bbl and $48.24 per Bbl for oil and $3.00 per MMBtu and $2.68 per MMBtu for natural gas, respectively. If commodity prices remain at decreased levels, the average prices used in the ceiling calculation will decline and will likely cause write downs of our oil and natural gas properties. Continued write downs of oil and natural gas properties may occur until such time as commodity prices have recovered, and remained at recovered levels, so as to meaningfully increase the 12-month average price used in the ceiling calculation. Depending on the magnitude, a ceiling test write down could materially affect our results of operations.”

Given the magnitude of impact that these other factors can have on ceiling test write-downs and the unpredictability of commodity prices, it is difficult for the Company to estimate future ceiling test write-downs accurately. In light of this, in the Company’s Form 10-K for the year ended December 31, 2014, in lieu of a projection, the Company included a sensitivity analysis of the effect that a 10% decrease in the commodity prices used to calculate year end reserve values would have on the year end ceiling test write-down, holding all other factors constant (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), pages 60 and 61):

“If the unweighted arithmetic average price of oil and natural gas as of the first day of each month for the 12-month period ended December 31, 2014 had been 10% lower while all other factors remained constant, our ceiling amount related to our net book value of oil and natural gas properties would have been reduced by approximately $687.6 million. This reduction would have increased our full cost ceiling impairment by approximately $687.6 million before income taxes.”

The Company believes that a well considered sensitivity analysis such as that provided in its Form 10-K provides the reader with insight into the effects of commodity price changes on potential ceiling test write downs without requiring the Company to speculate as to matters that it has not yet fully considered and that may change significantly.

The Company’s Form 10-K for the year ended December 31, 2014, also includes disclosure of the potential impact that declining commodity prices might have on the Company, including its drilling plans and the other matters discussed below.  The Company provides details in several places of the impact that recent declines in commodity prices have had on its capital budget for 2015, noting that it has reduced its planned capital expenditures from $1.2 billion for 2014 to approximately $350 million to $400 million for 2015, and that approximately 60-65% of

Mr. Brad Skinner

September 4, 2015

Page 4

that amount would be focused on the Bakken/Three Forks formations in North Dakota and 30-35% on its El Halcón area in East Texas (see, “Business — 2015 Capital Budget”, page 7; “Risk Factors — Oil and natural gas prices are volatile, and low prices could have a material adverse effect on our business”, page 25; MD&A “— Overview”, page 47). The Company discloses also the number of rigs it plans to operate and wells that it plans to drill during 2015 in its project areas (see, “Business — Oil and Natural Gas Production”, beginning on page 11); and that it has no current plans to drill wells on the Company’s Utica/Point Pleasant properties in the current price environment (see, “Business — Non-core areas  — Utica / Point Pleasant Formation”, page 12).

The Company also discloses a sensitivity analysis of the effect that a 5% increase or decrease in proved reserves and future development and abandonment costs would have on reported depletion, depreciation and accretion expense (See MD&A “— Oil and Natural Gas Activities — Depreciation, Depletion and Accretion”; “— Future Development Costs” on pages 60 and 61).

There are many variables independent of commodity prices that influence the Company’s reported reserve volumes and its plans to develop proved undeveloped reserves, including, among other things, joint venture obligations, leasehold expirations, drilling and completion costs, estimated ultimate recoveries, drilling results and engineering interpretation.  The Company’s commodity hedging practices, which target 70%-80% of current and anticipated production for the next 18-24 months are discussed in Footnote 8 to the Company’s financial statements included under Item 8 of the Company’s Form 10-K for the year ended December 31, 2014, and are designed to mitigate the impact of fluctuations in commodity prices on the Company’s planned capital spending, thus permitting the Company to be less reactive to short-term changes in commodity prices with respect to its drilling plans than it might be otherwise. In addition, although proved reserves at year end are determined based upon average first day of the month prices for the twelve months then ended, the Company did take current and anticipated commodity prices, planned capital spending and its rig program (among other factors) into account in establishing the drilling schedule for its reported proved undeveloped locations.  At the time the Form 10-K was filed, the Company did not believe any decrease in commodity prices would have a material adverse impact on its reported proved undeveloped reserves, and in reviewing reserve revisions due to price changes at March 31, 2015 (approximately one month after the Company’s Form 10-K filing date), the Company can confirm that there was no material impact.

In light of the Company’s disclosure in its 2014 Form 10-K regarding the reasonably likely effects of trends and uncertainties on capital spending, drilling plans, liquidity, capital resources, depletion expense and ceiling test impairments, portions of which have been identified above, the Company believes its disclosure is in compliance in all material respects with the requirements of Regulation S-K and the guidance provided in FRC §§ 501.12.a, 501.12.b.3 and 501.14. The Company will continue to monitor trends and uncertainties related to commodity prices and make changes in future filings as warranted.

Mr. Brad Skinner

September 4, 2015

Page 5

In connection with the staff’s comments, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or require additional information, please call the undersigned at (832) 538-0303 or email at mmize@halconresources.com.

Sincerely,

/s/   Mark J. Mize

Mark   J. Mize

Executive   Vice President,

Chief   Financial Officer and Treasurer

August 24, 2015

Via E -Mail
Mr. Mark J. Mize
Executive Vice President , Chief Financial Officer  and Treasurer
Halcón Resources Corporation
1000 Louisiana Street, Suite 6700
Houston, TX  77002

Re: Halcón Resources Corporation
 Form  10-K for the Fiscal Year Ended December 31, 2014
Filed February 26, 2015
File No.  001-35467

Dear Mr. Mize :

We have reviewed your filing 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 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.

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

Form 10 -K for the Fiscal Year Ended December 31, 2014

Item 1 - Business, page 6

Oil and Natural Gas Reserves, page 9

1. We note your risk factor disclosure on page 41, indicating that if commodity process remain
at decreased levels;

 the average prices used in your ceiling calculation will decline and will likely cause
write downs of your oil and gas properties;

 reduce the amount of oil and natural gas that you can produce economically;

 delay, postpone or terminate your exploration, appraisal and development activities;

 limit your financial condition, liquidity,  and ability to finance your capital expenditures
and results of operations; and

Mr. Mark J. Mize
Halcón Resources Corporation
August 24, 2015
Page 2

 reduce any future revenues, operating income and cash flows

Explain to us how you have considered providing, where reasonably practicable,
quantification of the impact of cu rrent commodity prices.   As part of your response, address your
drilling plans and your reported reserve volumes. For example, to the extent that you report proved
undeveloped reserves that would not be developed in the current pricing environment, explain  how
you have considered disclosing the volume of reserves that would not be developed.  Further, it
appears you have determined that the continuation of the current economic environment would lead
to additional significant impairment.   Given that you woul d ordinarily have nine or ten of the twelve
prices needed for the next ceiling test at the time of filing your periodic reports, we believe that you
should disclose information about the magnitude of any material reasonably possible upcoming
ceiling test w rite-downs, based on information known to you in advance of filing your report, along
with any of the underlying assumptions that are necessary to clarify the nature of this disclosure.
Refer to the guidance in FRC §§ 501.12.a, 501.12.b.3, and 501.14 (Sect ions III.A, III.B.3, and V of
SEC Release Nos. 33 -8350; 34 -48960; FR -72), as it relates to disclosures in an introductory section
or overview, the effects of material trends and uncertainties, and critical accounting estimates.

We urge all persons who are  responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   Since the company and its management are i n
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Joseph Klinko at (202) 551 -3824  or John Cannarella at (202) 551 -3337 if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at (202) 551 -3489  with any other questions.

Sincerely,

 /s/ Brad Skinner

Brad Skinner
Senior Assistant  Chief Accountant

February 20 , 2014

Via E -mail
Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcon Resources Corporation
1000 Louisiana Street, Suite 6700
Houston, TX  77002

Re: Halcon Resources Corporation
Form 10 -K for the Fiscal Year e nded December  31, 2012
Filed February 28, 2013
File No . 001-35467

Dear Mr. Mize :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and a ll applicable rules require.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

February 14, 2014

Via EDGAR

Attention: Michael Fay, Division of Corporation Finance

Brad Skinner

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Halcon Resources Corporation

Form 10-K for the Fiscal Year ended December 31, 2012

Filed February 28, 2013

Form 10-Q for the Quarterly Period ended September 30, 2013

Filed November 4, 2013

Form 8-K

Filed November 4, 2013

File No. 001-35467

Dear Mr. Skinner:

This letter responds to the staff’s comment letter dated February 7, 2014, regarding Halcón Resources Corporation’s (the “Company”) Form 10-K for the Fiscal Year ended December 31, 2012, filed February 28, 2013, Form 10-Q for the Quarterly Period ended September 30, 2013, filed November 4, 2013, and Form 8-K filed November 4, 2013 (File No. 001-35467).  The Company’s responses to the staff’s comments are set forth below.

Form 10-K for the Fiscal Year ended December 31, 2012

Business, page 7

Oil and Natural Gas Operations, page 18

SEC Comment

1.                                      We note from your response to comment one in our letter dated December 30, 2013 that after giving effect to property dispositions made in 2013, 6.2 MMboe of proved undeveloped reserves were assigned to locations scheduled to be drilled after lease

Brad Skinner

United States Securities and Exchange Commission

February 14, 2014

Page 2

expiration.  We also note the proved reserves assigned to these locations appear to be  material to your total proved reserves and significant in relation to your total proved undeveloped reserves.  Please refer to FASB ASC 932-235-50-10 and provide disclosure of the steps you will take to maintain the legal right to those leases with proved undeveloped locations that are not scheduled to be drilled until after lease expiration.

Response

We note the guidance provided by the staff, and beginning with our Form 10-K for our fiscal year ended December 31, 2013, we will include disclosure regarding the steps that we intend to take to maintain our legal right to leases with material proved undeveloped locations that are not scheduled to be drilled until after lease expiration. As noted in our prior response, such steps include continually reviewing our near-term lease expirations, actively pursuing lease extensions and renewals and modifying our drilling schedules to preserve leases.

Form 10-Q for the Quarterly Period ended September 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 41

Capital Resources and Liquidity, page 43

SEC Comment

2.                                      We note from your response to prior comment number 7 that you have sought and successfully obtained waivers or amendments to your financial covenants when you anticipated that you might have temporary difficulty maintaining compliance with, or might be unduly limited by one or more covenants.  We note from your disclosure that you have highlighted these waivers and amendments, although not necessarily fully discussing the underlying facts leading up to the waivers and amendments.  Please revise your disclosure to more fully discuss these underlying facts when necessary to an understanding of your financial condition or change in financial condition.  Refer to Item 303(a) of Regulation S-K.

Response

We note the staff’s comment and beginning with our Form 10-K for our fiscal year ended December 31, 2013, we will include additional disclosure of the facts leading up to any waivers and amendments that are necessary to understanding our financial condition (or changes in financial condition).  With respect to past amendments referenced in our filings in particular, we will include disclosure to the effect that we sought amendments to the calculation of the interest coverage ratio covenant under our Senior Credit Agreement to annualize our quarterly EBITDA because using a trailing four quarters would limit our ability to execute our strategic decision to divest producing properties and re-invest in the acquisition and drilling of undeveloped acreage and might have resulted in us

Brad Skinner

United States Securities and Exchange Commission

February 14, 2014

Page 3

falling out of compliance with the required ratio through the period covered by such amendments. We don’t believe that the other amendments referenced in our filings are material or necessary to understanding our financial condition as they were entered into in order to address ordinary business transactions, clarify certain terms and update immaterial provisions to reflect current market practice.

In connection with the staff’s comments, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filings; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or require additional information, please call the undersigned at (832) 538-0303 and email at mmize@halconresources.com.

Sincerely,

/s/   Mark J. Mize

Mark   J. Mize

Executive   Vice President,

Chief   Financial Officer and Treasurer

February 7, 2014

Via E -mail
Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcon Resources Corporation
1000 Louisiana Street, Suite 6700
Houston, TX  77002

Re: Halcon Resources Corporation
Form 10 -K for the Fiscal Year e nded December  31, 2012
Filed February 28, 2013
Form 10 -Q for the Quarterly Period ended September 30, 2013
Filed November 4, 2013
Response letter dated January 20, 2014
File No . 001-35467

Dear Mr. Mize :

We have reviewed your filings and response letter and have the following additional
comments.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advisi ng us when you will provide the requested
response.   If you do not believe our comments apply to your facts and cir cumstances or do not
believe amendment s are appropriate, please tell us why in your response.

After reviewing any amendment s to your filin gs and the information you provide in
response to these comments , we may have  additional comments.

Form 10-K for the Fiscal Year ended December 31, 2012

Business, page 7

Oil and Natural Gas Operations, page 18

1. We note from your response to comment one in our letter dated December 30, 2013 that
after giving effect to property dispositions made in 2013, 6.2 MMboe of proved
undeveloped reserves were assigned to locations scheduled to be drilled after lease
expirati on.  We also note the proved reserves assigned to these locations appear to be
material to your total proved reserves and significant in relation to your total proved
undeveloped reserves.  Please refer to FASB ASC 932 -235-50-10 and provide disclosure

Mark J. Mize
Halcon Resources Corporation
February 07 , 2014
Page 2

 of the steps you will take to maintain the legal right to those leases with proved
undeveloped locations that are not scheduled to be drilled until after lease expiration.

Form 10 -Q for the Quarterly Period ended September 30, 2013

Management’s Discussion an d Analysis of Financial Condition and Results of Operations, page
41

Capital Resources and Liquidity, page 43

2. We note from your response to prior comment number 7 that you have sought and
successfully obtained waivers or amendments to your financial covenants when you
anticipated  that you might have temporary difficulty maintaining compliance with, or
might be unduly limited by one or more covenants.  We note from your disclosure that
you have highlighted these waivers and amendments, although not necessarily fully
discussing the underlying facts leading up to the waivers and amendments.  Please revise
your disclosure to more fully discuss these underlying facts when necessary to an
understanding of your financial condition or change in financial condition.  Refer to Item
303(a) of  Regulation S -K.

You may contact Michael Fay, Staff Accountant, at (202) 551 -3812  or Mark
Wojciechowski, Staff Accountant, at (202) 551 -3759 if you have questions regarding comments
on the financial s tatements and related matters and John Hodgin, P etroleum Engineer, at (202)
551-3699 if you have questions regarding the comments on engineering matters .  Please contact
me at (202) 551 -3745 with any other questions.

Sincerely,

        /s/ Brad Skinner for

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

January 20, 2014

Via EDGAR

Attention: Michael Fay, Division of Corporation Finance

Brad Skinner

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Re:                             Halcon Resources Corporation

Form 10-K for the Fiscal Year ended December 31, 2012

Filed February 28, 2013

Form 10-Q for the Quarterly Period ended September 30, 2013

Filed November 4, 2013

Form 8-K

Filed November 4, 2013

File No. 001-35467

Dear Mr. Skinner:

This letter responds to the staff’s comment letter dated December 30, 2013, regarding Halcón Resources Corporation’s (the “Company”) Form 10-K for the Fiscal Year ended December 31, 2012, filed February 28, 2013, Form 10-Q for the Quarterly Period ended September 30, 2013, filed November 4, 2013, and Form 8-K filed November 4, 2013 (File No. 001-35467).  The Company’s responses to the staff’s comments are set forth below.

Form 10-K for the Fiscal Year ended December 31, 2012

Business, page 7

Oil and Natural Gas Operations, page 18

SEC Comment

1.                                      You disclose that a significant percentage of your net undeveloped acreage will expire over the next three years. Please tell us the extent to which you have assigned any proved undeveloped reserves as of December 31, 2012 to locations which are currently scheduled to be drilled after lease expiration. If your undeveloped reserves include any such locations, please refer to Rule 4-10(a)(26) of Regulation S-X and tell us the steps you will take regarding an extension of your legal right to these leases; otherwise, please remove these undeveloped reserves as proved reserves in your next filing.

Response

At December 31, 2012, approximately 206,106 net acres, or 29%, of our undeveloped acreage was due to expire by December 31, 2015. Of that, approximately 45,168 net acres were associated with property divestments made in 2013.  After taking into account dispositions, approximately 1,830 net acres, or 0.26% of total undeveloped acres were associated with proved undeveloped locations, representing 6.2 MMBoe of proved undeveloped reserves, or 6% of total proved reserves at December 31, 2012. We are continually engaged in a combination of drilling and development and discussions with mineral lessors for lease extensions, renewals, new drilling and development units and new leases to address the expiration of undeveloped acreage that occurs in the normal course of our business and, therefore, expect to be able to develop these reserves, or extend or renew these leases, prior to expiration.

SEC Comment

2.                                      You state on page 20 and elsewhere on page 135 that as of December 31, 2012 “more than 97% of our PUD reserves are less than five years old.” For purposes of determining the five year period, Item 1203(d) of Regulation S-K identifies the initial disclosure and date thereof as the starting reference date.

·                  Please tell us and also revise your statement to clarify the extent to which any of your proved undeveloped volumes disclosed as of December 31, 2012 will take more than five years since initial disclosure to develop.

·                  If any of your proved undeveloped reserves will take more than five years to develop since initial disclosure, please refer to question 131.03 in the SEC Compliance and Disclosure Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013, and advise us what specific circumstances justify a period longer than five years; otherwise, please remove these undeveloped reserves as proved reserves in your next filing. You may find the C&DIs on our website at the following address: http://www.sec.gov/divisions/corpfin/guidance/oilandgas-interp.htm.

2

Response

The proved undeveloped reserves disclosed as of December 31, 2012 that were scheduled to be developed more than five years beyond the date of initial disclosure were subsequently divested and therefore will not be included as proved undeveloped reserves in the Company’s 2013 reserve report.

SEC Comment

3.                                      Please expand your disclosure on page 20 and elsewhere on page 135 to present the total dollar amounts of capital expenditures made during the year to convert proved undeveloped reserves to proved developed reserves. Please refer to Item 1203(c) of Regulation S-K.

Response

During 2012, approximately $254.5 million in capital expenditures went toward development of proved undeveloped reserves, which includes drilling, completion and other facility costs associated with developing proved undeveloped wells.  These capital expenditures were included within the Cost Incurred table in the Company’s Annual Report on Form 10-K filing, but in future annual reports the Company will also include this information in the disclosure regarding the changes in proved undeveloped reserves in conjunction with the reserve figures.

SEC Comment

4.                                      Please expand your disclosure on page 20 and elsewhere on page 135 relating to the material changes in proved undeveloped reserves that occurred during 2012 to include an explanation for the changes attributable to revisions and extensions and discoveries.  Please refer to Item 1203(b) of Regulation S-K.

Response

The extensions and discoveries of 8,656 MBoe were associated with the addition of 89 proved undeveloped locations primarily in the Bakken/Three Forks and Woodbine/Eagle Ford development areas where the 2012 drilling program resulted in the expansion of the known productive limits in these fields. The upward revisions of 2,879 MBoe were entirely from the Company’s resource areas of the Bakken/Three Forks formations in the Williston Basin and the Woodbine/Eagle Ford formations in East Texas and are attributable to better well performance in the areas containing existing proved undeveloped locations. In future filings, we will include an explanation of material changes attributable to revisions, extensions and discoveries.

3

Consolidated Financial Statements and Supplementary Data, page 69

Supplemental Oil and Gas Information (Unaudited), page 132

Oil and Natural Gas Reserves, page 132

SEC Comment

5.                                      With a view to expand your disclosure under FASB ASC paragraph 932-235-50-5 and Item 1203(b) of Regulation S-K, please explain to us the causes for the downward revision of the previous estimates in proved reserves as of December 31, 2012 while as of the same date you disclose a significant upward revision of the previous estimates in proved undeveloped reserves.

Response

The negative revision of previous estimates of total proved reserves of 1,470 Mboe was primarily associated with the Company’s non-core areas and due to lower gas prices, well performance changes and expiring proved undeveloped locations, which is disclosed on page 134 of the Company’s Annual Report on Form 10-K.  As noted in the response to comment 4 above, the upward revision in proved undeveloped reserves of 2,879 MBoe was entirely from the Company’s core resource areas of the Bakken/Three Forks formations in the Williston Basin and the Woodbine/Eagle Ford formations in East Texas and is attributable to better well performance in the areas containing existing proved undeveloped locations.

6.                                      You disclose significant additions in proved reserves as of December 31, 2012 relating to extensions and discoveries and have stated that “reliable technologies were used to determine areas where proved undeveloped (PUD) locations were more than one offset away from a producing well.” With a view to expand the disclosure of the material additions in your reserves as required under Item 1202(a)(6) of Regulation S-K, please quantify for us the number of proved undeveloped locations and associated proved net reserves added that are more than one offset away from an existing proved producing well. Also tell us if any of the wells drilled to date that were more than one offset away from a producing well at the time of their drilling were not determined to be economically producible.

Response

During 2012, changes in proved undeveloped reserves included the addition of 11 proved undeveloped locations, amounting to approximately 2,046 Mboe, located more than one offset away from an existing producing well.  These proved undeveloped additions are predominately located in the Company’s core resource areas, namely the Bakken/Three Forks formations in the Williston Basin and the Woodbine/Eagle Ford formations in East Texas, are located within the Company’s planned development areas and satisfy all requirements for categorization as proved reserves.

4

Through December 2013, the Company drilled a total of 34 wells in resource areas that were located more than one offset away from a producing well, and none of the wells were determined to be not economically producible.

Form 10-Q for the Quarterly Period ended September 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
 page 41

Capital Resources and Liquidity, page 43

SEC Comment

7.                                      We note, among other items, that (i) your Senior Credit Agreement and your senior unsecured debt indentures contain a number of financial covenants, (ii) your Senior Credit Agreement was amended a number of times during 2013 and that some of these amendments appear related to the financial covenants, (iii) your risk factor on page 59 refers to possible acceleration, cross- acceleration, and cross-default provisions, (iv) debt limitation covenants contained in your indentures have reduced the effective borrowing base in the Senior Credit Agreement from $850 million to $710 million, and (v) you have recorded a $909 million full cost ceiling impairment, partially attributable to a reallocation of capital and related transfer of unevaluated property costs to the full cost pool.

Please revise your disclosure to discuss in further detail the debt limitation covenants and the consequences of the limitations to your financial condition and operating performance. Refer to FR-72, Section IV (C): Debt Instruments, Guarantees and Related Covenants, for guidance. In addition, please explain to us whether you are reasonably likely to be in breach of any material financial covenants. If breach is reasonably likely, please revise your disclosure consistent with the guidance in FR-72, Section IV (C). Lastly, please revise your MD&A to discuss any known material trends or uncertainties related to your use of cash resources. Refer to FR-72, Section IV (D): Cash Management, for guidance.

Response

As noted under the heading “Capital Resources and Liquidity” in Halcón’s Form 10-K and Form 10-Q, the Company strives to maintain financial flexibility while pursuing its aggressive drilling program and acquisitions. Maintaining financial flexibility necessarily encompasses ensuring sufficient liquidity to fund the Company’s anticipated expenditures, as well as securing additional funding in the event acquisition opportunities arise or unanticipated expenditures otherwise occur. In light of this, the Company continually monitors its compliance with the financial covenants in its debt instruments, evaluates the impact that its drilling, acquisition and divestiture activities will have on its compliance with these covenants, and assesses the adequacy of its current liquidity and access to financing. When the Company has anticipated that it might have temporary difficulty

5

maintaining compliance with, or might be unduly limited by one or more such covenants, the Company has sought and successfully obtained waivers or amendments to these covenants to provide it with additional flexibility.  With respect to the periods covered by the referenced Form 10-K and Form 10-Q, the Company was not, and did not believe it was reasonably likely to be, in breach of any material financial covenants applicable to it.  The Company acknowledges the guidance in FR-72, Section IV(C) and will include disclosure consistent with such guidance in future filings in the event that the Company believes that a breach of a material financial covenant is reasonably likely.

Please note that the borrowing base under the Company’s Senior Credit Agreement at September 30, 2013, was reduced to $710 million (from $810 million) as a consequence of the Company’s issuance of $400 million in new senior notes on August 13, 2013.  The issuance of the senior notes and the reduction in the borrowing base were reported in a Form 8-K filed by the Company on August 13, 2013.  The reduction in the borrowing base was automatic and results from a provision of the Senior Credit Agreement that provides for automatic reductions in the Company’s borrowing base of $0.25 for each $1.00 in principal amount of senior notes issued by the Company.  This provision of the Senior Credit Agreement is disclosed (among other places) in “Note 6 — Long-Term Debt, Senior Revolving Credit Facility” to the Company’s financial statements included in the Company’s Form 10-Q for the quarter ended September 30, 2013.  As noted in the Company’s Form 10-Q for the quarter ended June 30, 2013, the borrowing base had been previously reduced from $850 million to $810 million on July 19, 2013, in connection with the Company’s disposition of certain producing properties and related assets located in the Eagle Ford shale in Texas.  Subsequently, on October 31, 2013, the borrowing base under the Senior Credit Agreement was increased by the Company’s lenders to the original $850 million.  Also, please note that full cost ceiling test impairment charges do not directly impact compliance with the financial covenants under the Company’s debt agreements.

Nevertheless, it is true that the debt limitation covenants contained in the indentures governing the Company’s senior notes may limit the Company’s incurrence of indebtedness, including its ability to borrow up to the full amount of its borrowing base under its Senior Credit Agreement.  The Company believes that the disclosures of the amendments to the covenants under its Senior Credit Agreement appearing in MD&A under the heading “Recent Developments — Amendments to the Senior Credit Agreement and Borrowing Base”, and the second paragraph under the heading “Capital Resources and Liquidity” describe in material respects the debt limitation covenants applicable to the Company, including the covenants under its indentures that may limit access to the full amount of its borrowing base under its Senior Credit Agreement.  The potential consequences of these limitations are discussed in the Risk Factors sections included in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, principally within the risk factors entitled “We have substantial indebtedness and may incur substantially more debt. Higher levels of indebtedness make us more vulnerable to economic downturns and adverse developments in our business”, “We may have difficulty financing our planned capital expenditures which could adversely affect our growth”, and

6

“We are subject to various contractual limitations that affect the discretion of our management in operating our business”. Based upon the staff’s comment, we understand that it may be helpful to readers if we include in discussions of the Company’s Liquidity and Capital Resources additional disclosure highlighting the consequences of these limitations.  Accordingly, in future filings we propose to add language drawn from the disclosures included in our Annual Report on Form 10-K referenced above, to the effect that:

“Our ability to meet our debt covenants will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors.  For examp

December 30, 2013

Via E -mail
Mark J. Mize
Executive Vice President, Chief Financial Officer and Treasurer
Halcon Resources Corporation
1000 Louisiana Street, Suite 6700
Houston, TX  77002

Re: Halcon Resources Corporation
 Form 10 -K for the Fiscal Year e nded December  31, 2012
 Filed February 28, 2013
 Form 10 -Q for the Quarterly Period ended September 30, 2013
 Filed November 4, 2013
 Form 8 -K
 Filed November 4, 2013
 File No . 001-35467

Dear Mr. Mize :

We have reviewed your filing s 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 within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and cir cumstances or do not
believe amendment s are appro priate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these comments , we may have  additional comments.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 2

 Form 10 -K for the Fiscal Year ended December 31, 2012

Busines s, page 7

Oil and Natural Gas Operations, page 18

1. You disclose that a significant percentage of your net undeveloped acreage will expire
over the next three years.  Please tell us the extent to which you have assigned any proved
undeveloped reserves as of December 31, 2012  to locations which are currently scheduled
to be drilled after lease expiration.  If your undeveloped reserves include any such
locations, please r efer to Rule 4 -10(a)(26) of Regulation S -X and tell us the steps you will
take regarding an extension of your legal right to these leases; otherwise, please remove
these undeveloped reserves as proved reserves in your next filing.

2. You state on page 20 and  elsewhere on page 135 that as of December 31, 2012 “more than
97% of our PUD reserves are less than five years old. ”  For purposes of determining the
five year period, Item 1203(d) of Regulation S -K identifies the initial disclosure and date
thereof as th e starting reference date.
 Please tell us and also revise your statement to clarify the extent to which any of your
proved undeveloped volumes disclosed as of December 31, 2012 will take more than
five years since initial disclosure to develop.
 If any of your proved undeveloped reserves will take more than five years to develop
since initial disclosure, please refer to question 131.03 in the SEC Compliance and
Disclosure Interpretations (C&DIs), issued October 26, 2009 and updated May 16,
2013, and advi se us what specific circumstances justify a period longer than five
years; otherwise, please remove these undeveloped reserves as proved reserves in your
next filing.  You may find the C&DIs on our website at the following address:
http://www.sec.gov/divisions/corpfin/guidance/oilandgas -interp.htm .

3. Please expand your disclosure on page 20 and elsewhere on page 135 to present the total
dollar amounts of capital expenditures m ade during the year to convert proved
undeveloped reserves to proved developed reserves.  Please refer to Item 1203(c) of
Regulation S -K.

4. Please expand your disclosure on page 20 and elsewhere on page 135 relating to the
material changes in proved undevel oped reserves that occurred during 2012 to include an
explanation for the changes attributable to revisions and extensions and discoveries.
Please refer to Item 1203(b) of Regulation S -K.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 3

 Consolidated Financial Statements and Supplementary Data, page 69

Supplemental Oil and Gas Information (Unaudited), page 132

Oil and Natural Gas Reserves, page 132

5. With a view to expand your disclosure  under FASB ASC paragraph 932 -235-50-5 and
Item 1203(b) of Regulation S -K, please explain to us the causes for the downward revision
of the previous estimates in proved reserves as of December 31, 2012 while as of the same
date you disclose a significant upward revision of the previous estimates in proved
undeveloped reserves.

6. You disclose significant additions in pro ved reserves as of December 31, 2012 relating to
extensions and discoveries and have stated that “reliable technologies were used to
determine areas where proved undeveloped (PUD) locations were more than one offset
away from a producing well.”  With a vie w to expand the disclosure of the material
additions in your reserves as required under Item 1202(a)(6) of Regulation S -K, please
quantify for us the number of proved undeveloped locations and associated proved net
reserves added that are more than one off set away from an existing proved producing  well.
Also tell us if any of the wells drilled to date that were more than one offset away from a
producing well at the time of their drilling were not determined to be economically
producible.

Form 10 -Q for the  Quarterly Period ended September 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 41

Capital Resources and Liquidity, page 43

7. We note, among other items, that (i) your Senior Credit Agreement and you r senior
unsecured debt indentures contain a number of financial covenants, (ii) your Senior Credit
Agreement was amended a number of times during 2013 and that some of these
amendments appear related to the financial covenants, (iii) your risk factor on p age 59
refers to possible acceleration, cross - acceleration, and cross -default provisions, (iv) debt
limitation covenants contained in your indentures have reduced the effective borrowing
base in the Senior Credit Agreement from $850 million to $710 millio n, and (v) you have
recorded a $909 million full cost ceiling impairment, partially attributable to a reallocation
of capital and related transfer of unevaluated property costs to the full cost pool.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 4

  Please revise your disclosure to discuss in further detail the debt limitation covenants and
the consequences of the limitations to your financial condition and operating performance.
Refer to FR -72, Section IV (C):  Debt Instruments, Guarantees and Related Covenants, for
guidance.  In addition, please exp lain to us whether you are reasonably likely to be in
breach of any material financial covenants.  If breach is reasonably likely, please revise
your disclosure consistent with the guidance in FR -72, Section IV (C).  Lastly, please
revise your MD&A to disc uss any known material trends or uncertainties related to your
use of cash resources.  Refer to FR -72, Section IV (D):  Cash Management, for guidance.

Form 8 -K filed November 4, 2013

Exhibit 99.1

8. We note you present “cash flow from operations before changes in working capital,” as
well as “cash flow from operations before changes in working capital, adjusted for
selected items.”  Both of these measures appear to be non -GAAP measures under
Regulatio n G.  Please revise your disclosure to clarify that these measures are non -GAAP
and provide the reconciliations required by Regulation G.  Please similarly revise your
disclosure related to other non -GAAP measures and provide the required reconciliations.
For example, your current reconciliation related to “net income (loss) available to
common stockholders, excluding selected items,” does not appear to satisfy Regulation G.

9. Please explain to us how you have considered the guidance in Question 102.05 of the
Compliance and Disclosure Interpretations to non -GAAP Financial Measures related to
your presentation of cash flow from operations before changes in working capital on a per
share basis.

We urge all persons who are responsible for the accuracy and  adequacy of the disclosure
in the filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relati ng to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment s, please provide  a written statement from the company
acknowledging that:
 the company is responsible for th e adequacy and accuracy of the disclosure in the filing s;
 staff comments  or changes to disclosu re in response to staff comments  do not foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mark J. Mize
Halcon Resources Corporation
December 30, 2013
Page 5

You may contact Michael Fay, Staff Accountant, at (202) 551 -3812  or Mark
Wojciechowski, Staff Accountant, at (202) 55 1-3759 if you have questions regarding comments
on the financial s tatements and related matters, John Hodgin, Petroleum Engineer, at (202) 551 -
3699 if you have questions regarding the comments on engineering matters .  Please contact me at
(202) 551 -3489 wi th any other questions.

Sincerely,

        /s/ Brad Skinner

        Brad Skinner
        Senior Assistant Chief Accountant

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Halcón Resources Corporation

1000 Louisiana St., Suite 6700

Houston, Texas 77002

Telephone (832) 538-0300

April 19, 2013

Via EDGAR and E-Mail

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE 100

Washington, DC 20549

Re:                             Halcón Resources Corporation

Registration Statement on Form S-4

Filed March 8, 2013, as amended April 12, 2013

File No. 333-187139 (“Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Halcón Resources Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that such Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on Tuesday, April 23, 2013, or as soon as practical thereafter.

In connection with this acceleration request, the Company hereby acknowledges that:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments, please feel free to contact the undersigned at (832) 538-0514 or Harry R. Beaudry of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Thank you for your attention to this matter.

Sincerely,

/s/   David S. Elkouri

David   S. Elkouri

Executive   Vice President and General Counsel

cc:  William T. Heller IV, Mayer Brown LLP

2

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Halcón Resources Corporation

1000 Louisiana St., Suite 6700

Houston, Texas 77002

Telephone (832) 538-0300

April 12, 2013

[Via EDGAR]

Anne Nguyen Parker

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE 100

Washington, DC 20549

Re:                             Halcón Resources Corporation

                                                Registration Statement on Form S-4

                                                Filed March 8, 2013

                                                File No. 333-187139

Dear Ms. Parker:

Set forth below are the responses of Halcón Resources Corporation (the “Company,” “we,” “us” or “our”) and the additional registrant guarantors (together with the Company, the “Registrants”) to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 2, 2013 (the “Comment Letter”), with respect to the Registration Statement on Form S-4, File No. 333-187139, filed with the Commission on March 8, 2013 (the “Registration Statement”).

Concurrently with this letter, the Registrants are electronically submitting Amendment No. 1 to the Registration Statement (the “Amendment”) for filing under the Securities Act of 1933, as amended. The Amendment includes revisions made in response to comments of the Staff contained in the Comment Letter.

For your convenience, the exact text of the comments provided in the Comment Letter has been included in bold face type in the order presented in the Comment Letter. The Company’s response to each comment is set forth immediately below the text of the applicable comment.

General

1.                 We note that you are registering the 9.750% Senior Notes due 2020 and the 8.875% Senior Notes due 2021 in reliance on our position enunciated in Exxon Capital Holdings Corp. SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

Response:

We acknowledge the Staff’s comment and, concurrently with the filing of this letter and Amendment, have filed with the Commission via EDGAR a supplemental letter that is responsive thereto.

The Exchange Offers, page 21

Terms of the Exchange Offers; Period for Tendering Old Notes, page 21

2.                 We note the disclosure indicates that you will return notes not accepted for exchange “as promptly as practicable” after the expiration or termination of the exchange offer. Exchange Act Rule 14e-1(c) requires that you exchange the notes or return the old notes “promptly” upon expiration or termination of the offer, as applicable. Please revise your disclosure here and throughout the document, as necessary.

Response:

We have revised the Registration Statement, in each place where the relevant disclosure appears, to indicate that we will exchange the notes or return the old notes “promptly” upon expiration or termination of the exchange offer, as applicable. Please see pages 21 and 23 of the Amendment.

Thank you for providing us with the opportunity to respond to these comments.  Should you have any questions or wish to discuss our responses further, please feel free to contact the undersigned at (832) 538-0514 or Harry R. Beaudry of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

In providing this response, the Company acknowledges that:

·                  it is responsible for the adequacy and accuracy of the disclosures in the filing;

·                  Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                  the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ David S. Elkouri

David S. Elkouri

Executive Vice President and General Counsel

cc:

Karina V. Dorin, Securities and Exchange   Commission

William T. Heller IV, Mayer Brown LLP

2

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Halcón Resources Corporation

1000 Louisiana St., Suite 6700

Houston, Texas 77002

Telephone (832) 538-0300

April 12, 2013

[Via EDGAR]

Division of Corporation Finance

Securities and Exchange Commission

100 F Street NE 100

Washington, DC 20549

Re:                             Halcón Resources Corporation

Amendment No. 1 to Registration Statement on Form S-4

Filed April 12, 2013

File No. 333-187139

Ladies and Gentlemen:

This letter supplements the Registration Statement on Form S-4 (File No. 333-187139) (as amended, the “Registration Statement”) of Halcón Resources Corporation (the “Issuer”) and the additional registrant guarantors named therein (together with the Issuer, the “Registrants”) with respect to an offer to exchange (the “Exchange Offer”) the Issuer’s unregistered 9.750% Senior Notes due 2020, issued on July 16, 2012 (the “2020 Notes”), and its unregistered 8.875% Senior Notes due 2021, issued on November 6, 2012 and January 14, 2013 (together, the “2021 Notes,” and collectively with the 2020 Notes, the “Old Notes”), for new notes with terms identical to the corresponding series of Old Notes but which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not contain restrictions on transfer, registration rights or provisions for payment of additional interest in case of non-registration (the “New Notes”). In connection with the Registration Statement, the Issuer hereby confirms and represents as follows:

1.                 The Registrants are registering the Exchange Offer in reliance on the position and representations of the staff of the Securities and Exchange Commission (the “Commission”) set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988), Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (collectively, the “No Action Letters”).

2.                 The Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware that, if such person is tendering Old Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the New Notes, such person (i) cannot rely on the Commission’s position enunciated in the No Action Letters or interpretative materials to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Registrants

acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the New Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K.

3.                 The Registrants will make each person participating in the Exchange Offer aware that any broker-dealer that will receive New Notes for its own account in exchange for any Old Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.

4.                 Neither the Registrants nor any of their respective affiliates have entered into any arrangement or understanding with any broker-dealer to distribute the New Notes.

5.                 The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions, in substantially the form set forth below:

·               if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer, provided that, by so acknowledging and by delivering a prospectus, such exchange offeree will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

·               if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer confirms that it has not entered into any arrangement or understanding with any of the Registrants or any of their respective affiliates to distribute the New Notes.

If any additional supplemental information is required by the Commission, please feel free to contact the undersigned at (832) 538-0514 or Harry R. Beaudry of Mayer Brown LLP, whose telephone number and mailing address are shown on the facing sheet of the Registration Statement.

Sincerely,

/s/ David S. Elkouri

David S. Elkouri

Executive Vice President and General Counsel

cc:              Karina V. Dorin, Securities and Exchange Commission

William T. Heller IV, Mayer Brown LLP

2

April 2 , 2013

Via E -mail
Mr. Floyd C. Wilson
Chief Executive Officer
Halc ón Resources Corporation
1000 Louisiana St., Suite 6700
Houston, Texas 77002

Re: Halc ón Resources Corporation
  Registration Statement on Form S-4
Filed  March 8, 2013
  File No.  333-187139

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 .  Where 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.

General

1.  We note that you are registering the 9.750 % Senior Notes due 20 20 and the 8.875%
Senior Notes due 2021  in reliance on our position enunciated in Exxon Capital
Holdings Corp. SEC No -Action Letter (April 13, 1988).  See also Morgan Stanley &
Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman & Sterling, SEC No -
Action Letter (July 2, 1993).  According ly, with the next amendment, please provide
us with a supplemental letter stating that you are registering the exchange offer in
reliance on our position contained in these letters and include the representations
contained in the Morgan Stanley and Shearma n & Sterling no -action letters.

Mr. Floyd C. Wilson
Halc ón Resources Corporation
April 2 , 2013
Page 2

 The Exchange Offers, page 21

Terms of the Exchange Offers; Period for Tendering Old Notes, page 21

2. We note the disclosure indicates that you will return notes not accepted for exchange
“as promptly as practicable” after t he expiration or termination of the exchange offer.
Exchange Act Rule 14e -1(c) requires that you exchange the notes or return the old
notes “promptly” upon expiration or termination of the offer, as applicable.  Please
revise your disclosure here and thro ughout the document, as necessary .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act ru les require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you re quest acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Floyd C. Wilson
Halc ón Resources Corporation
April 2 , 2013
Page 3

 Please contact Karina V. Dorin, Staff Attorney,  at (202) 551 -3763  or, in her absence,  me
at (202) 551 -3611  with any other questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Branch Chief

cc: Harry R. Beaudry

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Acceleration Request

 RAM Energy Resources, Inc.

 Meridian Tower, Suite 650

 5100 East Skelly Drive

 Tulsa, Oklahoma 74135-6549

 918.663.2800 FAX 918.663.9540

 February 19, 2010

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-4628

 Attn: Parker Morrill

Re:
RAM Energy Resources, Inc.

Registration Statement on Form S-3

Filed January 14, 2010

As amended February 11, 2010

File No. 333-164346

 Ladies and Gentlemen:

 By this letter we request acceleration of the effective date of the captioned registration statement to 9:00 a.m. Eastern
Standard Time on February 24, 2010, or as soon thereafter as practicable.

 In this regard, RAM Energy Resources, Inc.
acknowledges that:

•

 Should the Securities and Exchange Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Securities and Exchange Commission from taking any action with respect to the filing;

•

 The action of the Securities and Exchange Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
relieve RAM Energy Resources, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 RAM Energy Resources, Inc. may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Securities and Exchange
Commission or any person under the federal securities laws of the United States.

Very truly yours,

 RAM Energy Resources, Inc.

By

/S/    G. LES
AUSTIN

G. Les Austin,

Senior Vice President and Chief Financial Officer

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SEC Response Letter

RAM Energy Resources, Inc.

 Meridian Tower, Suite 650

 5100 East Skelly Drive

 Tulsa, Oklahoma 74135-6549

 918.663.2800 FAX 918.663.9540

 February 11, 2010

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-4628

Attn:
Parker Morrill

Re:
RAM Energy Resources, Inc.

Registration Statement on Form S-3

Filed January 14, 2010

File No. 333-164346

 Ladies and Gentlemen:

 This will acknowledge receipt of your comment letter of February 5, 2010 regarding the registration statement on Form
S-3 filed by RAM Energy Resources, Inc. (the “Company”) on January 14, 2010. With respect to the comments, you are advised as follows:

 Risk factors, page 3

1.
Please revise to either (a) include a complete risk factors section that describes all known, material risks or (b) explicitly incorporate by reference the
risk factors from your Form 10-K in a manner which is consistent with Securities Act Rule 411. If you choose the latter option, since your Form 10-K has been amended several times, please clearly specify the filing date of the Form 10-K that
contains the information being incorporated by reference.

 The Company has amended its Registration Statement on Form S-3 to explicitly incorporate by
reference the risk factors contained in the Company’s Form 10-K, as amended, for the year ended December 31, 2008 and its Form 10-Q, as amended, for the quarter ended September 30, 2009 in a manner which is consistent with Securities
Act Rule 411. The amended Registration Statement clearly specifies the filing date of the Form 10-K/A and the Form 10-Q/A that contains the information being incorporated by reference. The “Risk Factors” section of the amended Registration
Statement now reads as follows:

 “Prior to making a decision to invest in our securities, you should carefully consider
the risks discussed under the heading “Risk Factors” in Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2008 (filed with the SEC on December 4, 2009) and in Amendment No. 1 to
our Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2009 (filed with the SEC on December 4, 2009), both of which are incorporated by reference into this prospectus. You should also consider similar information contained
in any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or other document filed by us with the SEC and incorporated by reference into this prospectus after the date of this prospectus before deciding to invest in our securities. If
applicable, we will include in any prospectus supplement a description of those significant factors that could make the offering described herein speculative or risky.”

 The above should respond to your comments. The Company has filed an Amendment No. 1 to the Registration Statement on Form S-3
contemporaneously with the filing of this response letter with changes as described above.

 The Company hereby acknowledges
that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Very truly yours,

RAM Energy Resources, Inc.

By

/s/  G. Les Austin

G. Les Austin,

Senior Vice President and Chief Financial Officer

 Page 2 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

     DIVISION OF
CORPORATION FINANCE
February 5, 2010

Larry E. Lee Chief Executive Officer RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135
Re: RAM Energy Resources, Inc.
Registration Statement on Form S-3
 Filed January 14, 2010   File No. 333-164346
 Dear Mr. Lee:

We have limited our review of your filing to those issues we have addressed in
our comment.  Where indicated, we think you should revise your registration statement in response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanation.  After reviewing this inform ation, we may raise additional
comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you might have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Risk Factors, page 3

1. Please revise to either (a) include a comp lete risk factors se ction that describes
all known, material risks or (b) explici tly incorporate by re ference the risk
factors from your Form 10-K in a manner which is consistent with Securities
Act Rule 411.  If you choose the latter option, since your Form 10-K has been
amended several times, please clearly speci fy the filing date of the Form 10-K
that contains the information be ing incorporated by reference.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  With your amendment, please furnish a cover le tter that keys your
responses to our comments and provides any requested information.  Detailed cover

Larry E. Lee
RAM Energy Resources, Inc. February 5, 2010 Page 2  letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 Please contact Parker Morrill at (202) 551-3696 or, in his absence, me at (202)
551-3611 with any questions.
Sincerely,

Anne Nguyen Parker  Branch Chief
  cc:   via facsimile

 David J. Ketelsleger  (405) 235-0439

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        December 18, 2009

Mr. G. Les Austin
Chief Financial Officer
RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135

 Re: RAM Energy Resources, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 12, 2009 Response Letter dated October 15, 2009
  File No. 000-50682

Dear Mr. Austin:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,
H. Roger Schwall Assistant Director

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Correspondence

RAM Energy Resources, Inc.

Meridian Tower, Suite 650

5100 East Skelly Drive

Tulsa, Oklahoma 74135-6549

918.663.2800 FAX 918.663.9540

 December 16, 2009

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-4628

 Attn: Mr. Sean Donahue

Re:
RAM Energy Resources, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Filed
March 12, 2009

 File No. 000-50682

 Dear Mr. Donahue:

 As discussed in your telephone conversation last week
with our counsel, a draft Form 10-K/A (Amendment No. 2), to our Form 10-K for the Fiscal Year Ended December 31, 2008 is attached for your review. In the enclosed draft, Part III, Item 11 is amended to include the complete
compensation disclosure originally included in the Proxy Statement, incorporating the changes we agreed to in response to SEC comments. This amendment is edgarized and filed as correspondence. Once you have completed your review, we will edgarize
and file this amendment for the public.

 We believe the Form 10-K/A satisfies all comments received and is in the form
discussed with our counsel.

 The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Very truly yours,

RAM Energy Resources, Inc.

By

 /s/ G. Les Austin

G. Les Austin,

Senior Vice President and Chief Financial Officer

 Page 2 of 2

 UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 2

 x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2008

 OR

 ¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

 THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from                  to

 Commission File
Number: 000-50682

 RAM Energy Resources, Inc.

 (Exact name of registrant as specified in its charter)

Delaware

20-0700684

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer Identification

 Number)

 5100 East Skelly Drive, Suite 650

 Tulsa, Oklahoma

74135

 (Address of principal

 executive office)

(Zip Code)

 (918) 663-2800

 (Registrant’s telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 None

 Securities registered pursuant to Section 12(g) of the Act:

 Common Stock, $.0001 par value

 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

 Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.

 Yes  ¨    No  þ

 Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  ¨

 Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer  ¨

Accelerated Filer  þ

Non-Accelerated Filer  ¨

Smaller reporting company  ¨

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

 Yes  ¨    No  þ

 As of March 11, 2009, there were outstanding 79,668,062 shares of registrant’s $.0001
par value common stock. Based upon the closing price for the registrant’s common stock on the NASDAQ Capital Market as of June 30, 2008, the aggregate market value of shares of common stock held by non-affiliates of the registrant was
approximately $254.0 million.

 Documents incorporated by reference: Except with respect to Item 11, the information called for by Part III is
incorporated by reference to the definitive proxy statement for the Registrant’s 2009 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission, or SEC, no later than 120 days after December 31, 2008.

 EXPLANATORY NOTE

 This Amendment No. 2 on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, originally filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2009, and subsequently amended on December 4, 2009 (collectively, the “Original Filing”). We are filing this
Amendment solely for the purpose of amending and restating in full Part III, Item 11 – Executive Compensation, in response to comments received from the SEC with regard to our executive compensation disclosure in our Definitive Proxy
Statement on Schedule 14A filed April 2, 2009. No attempt has been made in this Amendment to modify or update other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the filing of
the Original Filing or modify or update other disclosures, including the exhibits to the Original Filing, affected by subsequent events. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new
certifications by our principal executive officer and principal financial officer are being filed as exhibits under Part IV, Item 15.

 PART III

Item 11.
Executive Compensation

 Compensation Discussion and Analysis

 Overview of Compensation Program

 Our Board of Directors has overall responsibility for establishing compensation for our directors and executive officers. Our Board of
Directors has delegated to the Compensation Committee of the Board the responsibility for establishing, implementing and continually monitoring adherence with our compensation philosophy with respect to our executive officers. The Committee makes
all decisions with respect to base salaries and incentive compensation paid to our executive officers, including equity-based awards under our 2006 Long-Term Incentive Plan, and after consultation with our president and chief executive officer,
approves equity awards under our 2006 plan to our non-officer employees. The Committee ensures that the total compensation paid to our executive officers is fair, reasonable and competitive. The individuals who served as our chief executive officer
and chief financial officer during fiscal 2008, as well as the other individuals included in the Summary Compensation Table provided below, are referred to as our named executive officers. With the exception of our president and chief executive
officer, Larry E. Lee, and our chief financial officer, G. Les Austin, the types of compensation and benefits provided to our named executive officers are similar to those provided to other executive officers. Compensation and benefits provided to
Messrs. Lee and Austin are controlled by their employment agreement or arrangement described below.

 Role of Executive Officers in
Compensation Decisions

 Our president and chief executive officer annually reviews the performance of each executive
officer (other than himself, whose performance is reviewed by the Committee). The conclusions reached as the result of and recommendations based on these reviews, including recommendations with respect to salary adjustments and annual bonus or
equity award amounts, are presented to the Committee. The Committee then exercises its discretion in determining base salary adjustments and incentive compensation awards to our executive officers. Decisions regarding the non-equity compensation of
other employees are made by our president and chief executive officer after consultation with the Committee.

 Compensation Philosophy and
Objectives

 The Committee believes that the most effective executive compensation program is one designed to attract and
retain highly qualified individuals to fill our executive officer positions, reward longevity of employment, reward the achievement of annual, long-term and strategic goals, align the executives’ interests with those of the stockholders and
ultimately improve stockholder value. The Committee evaluates both performance and compensation to ensure we maintain our ability to attract and retain superior employees in key positions and that compensation provided to our key employees remains
competitive relative to the compensation paid to similarly situated executives of our peer companies. To that end, the Committee believes executive compensation packages provided to our executives, including our named executive officers, should
include both cash and stock-based compensation.

 Our Committee determines base salaries and cash and stock-based incentive
compensation awards for our executive officers to accomplish the following:

•

 maintain competitive levels of compensation in order to retain key employees due to the continuing competitive environment in the energy industry;

•

 reward key employees for job performance over the past year;

•

 recognize longevity as an important aspect of the officer ranks, which results in more predictable leadership and more efficient and productive
employees throughout our organization;

•

 provide incentive to continue the provision of high-level job performance; and

•

 in all matters involving compensation of our officers and employees, to be fair to the officers and employees on the one hand, and to our stockholders
on the other hand, by setting compensation in a manner that aligns the interests of the parties with the ultimate goal of enhancing our long-term performance.

 1

 Our Committee believes that an important measure of an executive’s individual
performance is Company performance, because the Company’s overall performance is in many respects directly attributable to the efforts of the executive management team. However, the Committee is also aware of the fact that in the oil and
natural gas exploration and production industry, some metrics, such as (i) revenues, income, earnings and other GAAP-based financial results, (ii) Modified EBITDA, adjusted cash flow and other non-GAAP calculations, (iii) the PV-10
value of proved reserves and the standardized measure of discounted future cash flows, and (iv) to a lesser extent, the volume of proved reserves, are subject to and dependent upon actual oil and natural gas sales prices, which are not within
the control of management. Accordingly, the Committee places less importance on commodity price driven metrics and more on importance on matters that can be directly influenced by management involvement.

 Setting Executive Compensation

 In determining base salaries and incentive compensation for our executive officers, our Compensation Committee first considers the current level of the executive’s compensation, both internally and relative to other Company officers,
and the executive’s individual performance, which is the critical factor in determining merit-based increases and incentive compensation. The Committee also reviews market data provided by outside consultants with respect to a select peer group
of companies, The entire process can best be described as: first, looking within our Company at the current salary structure among the executive group to ensure fairness and consistency; second, evaluating each executive’s individual
performance to ensure that compensation is performance based; and third, looking at peer group companies to determine if the range of compensation paid to our executives is within the “fairway” of the compensation paid to executives in
similarly situated companies. The use of peer group data, while part of the process, is intended to ensure that the compensation paid to our executives is fair when compared to similar companies, and to give the Compensation Committee some
objective basis to support its salary determination decisions.

 The Committee engaged Pearl Meyer & Partners, an
outside compensation consulting firm, to assist the Board and the Committee in crafting our total compensation program for our executive officers for 2008 and to assist the Board in determining compensation for our directors. Pearl Meyer provided
the Committee with a competitive salary analysis showing market average compensation for executive officers in companies similar to ours. Utilizing in part this report, the Committee approved the increase in Mr. Lee’s and our other
executive officers’ base salaries, the granting of a cash bonus to Mr. Lee and our other executive officers for services provided in 2008 and made recommendations to our Board of Directors regarding director compensation, which
recommendations subsequently were approved. The peer group referenced in the Pearl Meyer report consisted of: Berry Petroleum, Brigham Exploration Company, Delta Petroleum Corporation, Edge Petroleum Corporation, McMoran Exploration Company,
Parallel Petroleum Corporation, Petrohawk Energy Corporation, Swift Energy Company, TXCO Resources, Inc., Venoco, Inc., and Whiting Petroleum Corporation. While our Compensation Committee utilizes data regarding peer group companies to determine if
the range of compensation paid to our executive officers and directors is within the “fairway” of compensation paid to executives in and directors of similarly situated companies, our Committee does not “benchmark” executive and
director compensation to other companies.

 2008 Executive Compensation Components

 For the fiscal year ended December 31, 2008, the principal components of compensation for our named executive officers were:

•

 base salary;

•

 performance-based incentive compensation; and

•

 perquisites and other personal benefits.

 When selecting the components and amounts of compensation for 2008, the Compensation Committee specifically intended to reward key employees for excellent job performance and long work hours over the past
year, during which we accomplished substantially all of the goals and objectives for the year set by our Nominating and Corporate Governance Committee. Our Compensation Committee also intended to provide incentives going forward into 2009, a year in
which we expected increasing challenges relating to our operations and financial condition as a result of the current worldwide economic crisis and dysfunction in the credit and capital markets.

 2

 The base salary and incentive compensation paid to certain named executive officers for 2008
were determined by employment contracts or retention agreements. The base salary paid to Mr. Lee, our president and CEO, was determined pursuant to the terms of his employment agreement, as described below. The base salary, cash bonus and
restricted stock awards paid or granted to Mr. Austin, our senior vice president and CFO, were determined pursuant to the terms of our employment agreement with Mr. Austin, also as described below. Of the $276,000 cash bonus compensation
paid to Ms. Lindsey, our vice president, accounting and controller, $220,000 of such amount was paid pursuant to a retention agreement entered into between Ms. Lindsey and Ascent Energy Inc. prior to the acquisition of Ascent by the
Company in Nov

CORRESP
1
filename1.htm

corresp

RAM
Energy Resources, Inc.

Meridian Tower, Suite 650

5100 East Skelly Drive

Tulsa, Oklahoma 74135-6549

918.663.2800 FAX 918.663.9540

November 13, 2009

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: Ms. Jenifer Gallagher

    Re:

    RAM Energy Resources, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 12, 2009

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Filed May 7, 2009

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Filed August 6, 2009

Form 10-Q for the Fiscal Quarter Ended September 30, 2009

Filed November 5, 2009

SAB 99 Materiality Memo dated November 12, 2009

File No. 000-50682

     This letter is in response to your phone call of November 5, 2009 requesting additional
information. The additional information is summarized as follows:

    1)

    If the impairment were corrected at December 31, 2008, evaluate the effect of
all errors on the income statement, including impairment, depreciation, depletion and
amortization expense, tax provision, and net loss. Consider the effects at December
31, 2008, March 31, 2009, June 30, 2009, September 30, 2009 and forecasted December 31,
2009, both for current period and year-to-date.

    2)

    Evaluate the effect of all errors on total assets and stockholders’ equity
(deficit) at December 31, 2008, March 31, 2009, June 30, 2009, and September 30, 2009.

    3)

    State whether debt covenant ratios or any other significant ratios disclosed by
the company were affected.

Page 2 of 2

    4)

    Describe any further qualitative analysis that is appropriate.

     The attached Materiality Analysis Memo contains responses to your questions.

          We believe the impact on the financial statements and reserve information as of and for
the periods ended December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009 is
immaterial and therefore restatements of the Form 10-K for the year ended December 31, 2008
and the Forms 10-Q for the periods ended March 31, 2009, June 30, 2009 and September 30,
2009 are not required. Please refer to the SAB 99 materiality memo for management’s
analysis and discussion of the quantitative and qualitative factors impacting materiality
which we are providing as supplemental information. The information set forth herein and in
the attached SAB 99 materiality memo is furnished and not filed under the rules and
regulations of the Securities Exchange Act of 1934, as amended.

          The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

    Very truly yours,

RAM Energy Resources, Inc.

    By

/s/
G. Les Austin

    G. Les Austin,

    Senior Vice President and Chief Financial Officer

RAM ENERGY RESOURCES, INC.

CONFIDENTIAL INTEROFFICE MEMORANDUM

    TO:

    FILES

    FROM:

    G. LES AUSTIN

    SUBJECT:

    RAM ENERGY RESOURCES, INC. SAB 99 ASSESSMENT OF MATERIALITY
RELATING TO ERROR IN RESERVE REPORTS

    DATE:

    NOVEMBER 13, 2009

    CC:

     The Company’s estimate of proved reserves for the year ended December 31, 2008 overstated
proved reserves by approximately 1.4 million barrels of oil equivalent (“BOE”) and understated the
future net revenues from proved oil and natural gas properties discounted at 10% (“PV 10”) by $10.7
million, resulting in an overstatement of impairment expense, depletion expense and tax benefit on
the Company’s financial statements. Additionally, the internal reserve report used to calculate the
March 31, 2009 impairment expense overstated reserves by approximately 2.7 million BOE and
understated the PV 10 by $21.0 million. The error in the proved reserve estimates was primarily
due to certain uneconomical properties not being excluded from the estimate of reserves. The
Company assessed the impact of the errors in the estimate of reserves on the financial statements
for the periods ended December 31, 2008, March 31, 2009, June 30, 2009, September 30, 2009 and
projected December 31, 2009 to determine if the impact was material and therefore whether a
restatement of the previously filed financial statements was required. The Company concluded the
financial statements for the periods analyzed did not materially misstate the reported results and
that a restatement of prior period financial statements was not required. The assessment of
materiality was provided to the Audit Committee of the Company’s Board of Directors for review and
the Audit Committee agreed with the conclusions reached by management. Additionally, the
materiality assessment was reviewed with the Company’s external auditors, UHY LLP, and the external
auditors agreed with the conclusions reached by management.

     The assessment of materiality was prepared to consider both quantitative and qualitative
factors to determine if the magnitude of the overstatement of reserve quantities, overstatement of
impairment expense, overstatement of tax benefit, and changes in depletion expense was such that it
is probable that the judgment of a reasonable person relying upon the report would have been
changed or influenced by the correction of the item. Data included in the assessment of
materiality included the following:

Quantitative Assessment

    As

    Reported

    Change

    Corrected

    % Change

    Reserve report effect:

    December 31, 2008

    Proved reserves (MBoe)

    36,196

    (1,427
    )

    34,769

    -3.9
    %

    Undiscounted cash flows ($ thousands)

    623,411

    12,849

    636,260

    2.1
    %

    PV-10 value ($ thousands)

    311,385

    10,746

    322,131

    3.5
    %

    March 31, 2009

    Proved reserves (MBoe)

    35,110

    (2,705
    )

    32,405

    -7.7
    %

    Undiscounted cash flows ($ thousands)

    534,594

    23,729

    558,323

    4.4
    %

    PV-10 value ($ thousands)

    260,753

    21,033

    281,786

    8.1
    %

2

          If restatements were made, the effect on total assets and stockholders’ equity (deficit)
for the periods analyzed would be as reflected in the table below:

RAM Energy Resources, Inc.

Consolidated Total Assets and Shareholders’ Equity

(in thousands)

(unaudited)

    As Reported

    Change

    Corrected

    % Change

    December 31, 2008:

    Total assets

    $
    395,845

    $
    8,119

    $
    403,964

    2.1
    %

    Common stock

    $
    8

    $
    —

    $
    8

    0.0
    %

    Additional paid-in capital

    220,800

    —

    220,800

    0.0
    %

    Treasury stock

    (4,027
    )

    —

    (4,027
    )

    0.0
    %

    Accumulated deficit

    (167,060
    )

    8,119

    (158,941
    )

    -4.9
    %

    Stockholders’ equity

    $
    49,721

    $
    8,119

    $
    57,840

    16.3
    %

    March 31, 2009:

    Total assets

    $
    363,218

    $
    16,854

    $
    380,072

    4.6
    %

    Common stock

    $
    8

    $
    —

    $
    8

    0.0
    %

    Additional paid-in capital

    221,342

    —

    221,342

    0.0
    %

    Treasury stock

    (4,033
    )

    —

    (4,033
    )

    0.0
    %

    Accumulated deficit

    (205,153
    )

    16,854

    (188,299
    )

    -8.2
    %

    Stockholders’ equity

    $
    12,164

    $
    16,854

    $
    29,018

    138.6
    %

    June 30, 2009:

    Total assets

    $
    323,101

    $
    15,375

    $
    338,476

    4.8
    %

    Common stock

    $
    8

    $
    —

    $
    8

    0.0
    %

    Additional paid-in capital

    221,893

    —

    221,893

    0.0
    %

    Treasury stock

    (6,167
    )

    —

    (6,167
    )

    0.0
    %

    Accumulated deficit

    (216,959
    )

    15,375

    (201,584
    )

    -7.1
    %

    Stockholders’ equity (deficit)

    $
    (1,225
    )

    $
    15,375

    $
    14,150

    -1255.1
    %

    September 30, 2009:

    Total assets

    $
    309,320

    $
    14,973

    $
    324,293

    4.8
    %

    Common stock

    $
    8

    $
    —

    $
    8

    0.0
    %

    Additional paid-in capital

    222,432

    —

    222,432

    0.0
    %

    Treasury stock

    (6,167
    )

    —

    (6,167
    )

    0.0
    %

    Accumulated deficit

    (219,676
    )

    14,973

    (204,703
    )

    -6.8
    %

    Stockholders’ equity (deficit)

    $
    (3,403
    )

    $
    14,973

    $
    11,570

    -440.0
    %

3

     If restatements were made, the effect on income statements for the periods presented would be
as reflected in the tables below:

RAM Energy Resources, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

    Year ended December 31, 2008

    As Reported

    Change

    Corrected

    % Change

    REVENUES AND OTHER OPERATING INCOME:

    Oil and natural gas sales

    Oil

    $
    117,036

    $
    —

    $
    117,036

    0.0
    %

    Natural gas

    47,884

    —

    47,884

    0.0
    %

    NGLs

    17,770

    —

    17,770

    0.0
    %

    Realized losses on derivatives

    (10,472
    )

    —

    (10,472
    )

    0.0
    %

    Unrealized gains on derivatives

    33,257

    —

    33,257

    0.0
    %

    Gain on sale of assets

    10

    —

    10

    0.0
    %

    Other

    372

    —

    372

    0.0
    %

    Total revenues and other operating income

    205,857

    —

    205,857

    0.0
    %

    OPERATING EXPENSES:

    Oil and natural gas production taxes

    10,480

    —

    10,480

    0.0
    %

    Oil and natural gas production expenses

    38,030

    —

    38,030

    0.0
    %

    Depreciation and amortization

    46,758

    (246
    )

    46,512

    -0.5
    %

    Accretion expense

    2,207

    —

    2,207

    0.0
    %

    Impairment

    282,465

    (12,579
    )

    269,886

    -4.5
    %

    Share-based compensation

    2,563

    —

    2,563

    0.0
    %

    General and administrative, overhead and other expenses, net of
operator’s overhead fees

    20,305

    —

    20,305

    0.0
    %

    Total operating expenses

    402,808

    (12,825
    )

    389,983

    -3.2
    %

    Operating loss

    (196,951
    )

    12,825

    (184,126
    )

    -6.5
    %

    OTHER INCOME (EXPENSE):

    Interest expense

    (24,182
    )

    —

    (24,182
    )

    0.0
    %

    Interest income

    208

    —

    208

    0.0
    %

    Other expense

    (13,536
    )

    —

    (13,536
    )

    0.0
    %

    LOSS BEFORE INCOME TAXES

    (234,461
    )

    12,825

    (221,636
    )

    -5.5
    %

    INCOME TAX BENEFIT

    (96,389
    )

    4,706

    (91,683
    )

    -4.9
    %

    Net loss

    $
    (138,072
    )

    $
    8,119

    $
    (129,953
    )

    -5.9
    %

    BASIC LOSS PER SHARE

    $
    (1.95
    )

    $
    0.11

    $
    (1.84
    )

    -5.6
    %

    BASIC WEIGHTED AVERAGE SHARES OUTSTANDING

    70,629,452

    —

    70,629,452

    0.0
    %

    DILUTED LOSS PER SHARE

    $
    (1.95
    )

    $
    0.11

    $
    (1.84
    )

    -5.6
    %

    DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

    70,629,452

    —

    70,629,452

    0.0
    %

4

RAM Energy Resources, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

    Three months ended March 31, 2009

    As Reported

    Change

    Corrected

    % Change

    REVENUES AND OTHER OPERATING INCOME:

    Oil and natural gas sales

    Oil

    $
    11,258

    $
    —

    $
    11,258

    0.0
    %

    Natural gas

    6,050

    —

    6,050

    0.0
    %

    NGLs

    1,748

    —

    1,748

    0.0
    %

    Realized gains on derivatives

    7,878

    —

    7,878

    0.0
    %

    Unrealized losses on derivatives

    (1,007
    )

    —

    (1,007
    )

    0.0
    %

    Other

    85

    —

    85

    0.0
    %

    Total revenues and other operating income

    26,012

    —

    26,012

    0.0
    %

    OPERATING EXPENSES:

    Oil and natural gas production taxes

    872

    —

    872

    0.0
    %

    Oil and natural gas production expenses

    10,085

    —

    10,085

    0.0
    %

    Depreciation and amortization

    8,944

    (662
    )

    8,282

    -7.4
    %

    Accretion expense

    404

    —

    404

    0.0
    %

    Impairment

    58,929

    (11,316
    )

    47,613

    -19.2
    %

    Share-based compensation

    541

    —

    541

    0.0
    %

    General and administrative, overhead and other expenses, net of
operator’s overhead fees

    4,345

    —

    4,345

    0.0
    %

    Total operating expenses

    84,120

    (11,978
    )

    72,142

    -14.2
    %

    Operating loss

    (58,108
    )

    11,978

    (46,130
    )

    -20.6
    %

    OTHER INCOME (EXPENSE):

    Interest expense

    (3,608
    )

    —

    (3,608
    )

    0.0
    %

    Interest income

    20

    —

    20

    0.0
    %

    Other expense

    (433
    )

    —

    (433
    )

    0.0
    %

    LOSS BEFORE INCOME TAXES

    (62,129
    )

    11,978

    (50,151
    )

    -19.3
    %

    INCOME TAX BENEFIT

    (24,036
    )

    3,243

    (20,793
    )

    -13.5
    %

    Net loss

    $
    (38,093
    )

    $
    8,735

    $
    (29,358
    )

    -22.9
    %

    BASIC LOSS PER SHARE

    $
    (0.49
    )

    $
    0.11

    $
    (0.38
    )

    -22.4
    %

    BASIC WEIGHTED AVERAGE SHARES OUTSTANDING

    77,290,832

    —

    77,290,832

    0.0
    %

    DILUTED LOSS PER SHARE

    $
    (0.49
    )

    $
    0.11

    $
    (0.38
    )

    -22.4
    %

    DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

    77,290,832

    —

    77,290,832

    0.0
    %

5

RAM Energy Resources, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

    Three months ended June 30, 2009

    As Reported

    Change

    Corrected

    % Change

    REVENUES AND OTHER OPERATING INCOME:

    Oil and natural gas sales

    Oil

    $
    16,206

    $
    —

    $
    16,206

    0.0
    %

    Natural gas

    4,907

    —

    4,907

    0.0
    %

    NGLs

    2,387

    —

    2,387

    0.0
    %

    Realized gains on derivatives

    10,671

    —

    10,671

    0.0
    %

    Unrealized losses on derivatives

    (23,795
    )

    —

    (23,795
    )

    0.0
    %

    Other

    43

    —

    43

    0.0
    %

    Total revenues and other operating income

    10,419

    —

    10,419

    0.0
    %

    OPERATING EXPENSES:

    Oil and natural gas production taxes

    927

    —

    927

    0.0
    %

    Oil and natural gas production expenses

    9,119

    —

    9,119

    0.0
    %

    Depreciation and amortization

    7,560

    626

    8,186

    8.3
    %

    Accretion expense

    532

    —

    532

    0.0
    %

    Impairment

    —

    —

    —

    0.0
    %

    Share-based compensation

    552

    —

    552

    0.0
    %

    General and administrative, overhead and other expenses, net of

    —

    operator’s overhead fees

    3,745

    —

    3,745

    0.0
    %

    Total operating expenses

    22,435

    626

    23,061

    2.8
    %

    Operating loss

    (12,016
    )

    (626
    )

    (12,642
    )

    5.2
    %

    OTHER INCOME (EXPENSE):

    Interest expense

    (3,601
    )

    —

    (3,601
    )

    0.0
    %

    Interest i

CORRESP
1
filename1.htm

corresp

    RAM Energy Resources, Inc.

    Meridian Tower, Suite 650

    5100 East Skelly Drive

    Tulsa, Oklahoma 74135-6549

    918.663.2800 FAX 918.663.9540

December 4, 2009

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: Ms. Joanna Lam

    Re:

    RAM Energy Resources, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 12, 2009

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Filed May 7, 2009

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Filed August 6, 2009

Form 10-Q for the Fiscal Quarter Ended September 30, 2009

Filed November 5, 2009

File No. 000-50682

Ladies and Gentlemen:

     As confirmed in our phone conversation on December 3, 2009, the following attachments are
provided and edgarized as red-lined correspondence:

     Form 10-K/A for the Fiscal Year Ended December 31, 2008

     Form 10-Q/A for the Fiscal Quarter Ended March 31, 2009

     Form 10-Q/A for the Fiscal Quarter Ended June 30, 2009

     Form 10-Q/A for the Fiscal Quarter Ended September 30, 2009

The Form 10-K/A includes the changes to Items 9A and 11, as suggested by you and Sean Donahue in
phone conversations earlier this week. We will also edgarize and file these forms clean for the
public.

     We believe the Forms 10-K/A and 10-Q/A satisfy all comments received.

          The Company hereby acknowledges that:

Page 2 of 2

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    •

    staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

    Very truly yours,

RAM Energy Resources, Inc.

    By
    /s/ G. Les Austin

    G. Les Austin,

    Senior Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

corresp

    RAM Energy Resources, Inc.

    Meridian Tower, Suite 650

    5100 East Skelly Drive

    Tulsa, Oklahoma 74135-6549

    918.663.2800 FAX 918.663.9540

November 25, 2009

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: Ms. Joanna Lam

    Re:

    RAM Energy Resources, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 12, 2009

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Filed May 7, 2009

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Filed August 6, 2009

Form 10-Q for the Fiscal Quarter Ended September 30, 2009

Filed November 5, 2009

File No. 000-50682

     Ladies and Gentlemen:

     As confirmed in our letter dated November 24, 2009, the following attachments are provided in
draft form with marked changes:

     Form 10-K/A for the Fiscal Year Ended December 31, 2008

     Form 10-Q/A for the Fiscal Quarter Ended March 31, 2009

     Form 10-Q/A for the Fiscal Quarter Ended June 30, 2009

     Form 10-Q/A for the Fiscal Quarter Ended September 30, 2009

     We believe the draft Forms 10-K/A and 10-Q/A satisfy all comments received.

     The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;

Page 2 of  2

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

    Very truly yours,

RAM Energy Resources, Inc.

    By  /s/ G. Les Austin

    G. Les Austin,

    Senior Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

corresp

    RAM Energy Resources, Inc.

    Meridian Tower, Suite 650

    5100 East Skelly Drive

    Tulsa, Oklahoma 74135-6549

    918.663.2800 FAX 918.663.9540

November 24, 2009

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: Ms. Joanna Lam

    Re:

    RAM Energy Resources, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 12, 2009

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Filed May 7, 2009

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Filed August 6, 2009

Form 10-Q for the Fiscal Quarter Ended September 30, 2009

Filed November 5, 2009

File No. 000-50682

Ladies and Gentlemen:

     This letter is in response to the conference call we held with your staff on November 18,
2009.

     Based on discussion and further evaluation, we reconsidered our position on materiality and
have decided to restate the Form 10-K for the year ended December 31, 2008 and Forms 10-Q for the
quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. The Forms 10-K/A and 10-Q/A
with proposed amendments will be filed as a correspondence filing tomorrow, November 25, 2009 with
marked changes for your convenience, but will be filed clean. Please review and advise whether you
approve as we intend to file the amendments on December 1, 2009.

     As discussed in the November 18 conference call, the Form 10-K/A includes all the items listed
in your original comment letter of June 30, 2009, to which we responded on July 15, 2009 that these
items will be included in future filings. The items in your original comment letter are listed
below:

Page 2 of 2

Form 10-K for the Fiscal Year Ended December 31, 2008

Risk Factors, page 7

    1.

    Rather than suggesting only that you have provided “some of the more significant factors” and
that the list “may not be exhaustive,” instead make clear that you include in this section all
the known, material risks.

    On page 7 of Form 10-K/A, Item 1A, Risk Factors reads:

    We face a variety of risks that are inherent in our business and our industry, including
operational, legal and regulatory risks. The following are the known, material risks that
could affect our business and our results of operations.

Selected Financial Data, page 30

    2.

    We note you define the non-GAAP financial measure titled “EBITDA” as net income (loss),
interest expense, amortization and depreciation, accretion, income taxes, share-based
compensation, impairment charges, settlement charges and unrealized gains (losses) on
derivatives. If you wish to retain this measure in your filing, you will need to utilize a
different title for this non-GAAP measure to comply with Item 10(e)(1)(ii)(E) of Regulation
S-K as it is not calculated exactly as net income before interest, taxes, depreciation and
amortization.

    On page 30 of Form 10-K/A, Item 6, in Selected Financial Data, we refer to the non-GAAP
financial measure as “Modified EBITDA,” defined as net income (loss) before interest,
amortization and depreciation, accretion, income taxes, share-based compensation, impairment
charges, settlement charges and unrealized gains (losses) on derivatives.

Controls and Procedures, page 74

    3.

    Please comply with Item 308(c) of Regulation S-K, which requires that you disclose any change
in your internal control over financial reporting that occurred during the last fiscal quarter
that has materially affected, or is reasonably likely to materially affect your internal
control over financial reporting.

    On page 74 of Form 10-K/A, Item 9A, we have modified Controls and Procedures to disclose any
change in our internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.

    In Forms 10-Q/A, Item 4, we have also modified Controls and Procedures to disclose any
change in our internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.

Page 3 of 3

Engineering Comments

Supplementary Oil and Natural Gas Reserve Information, page 69

    8.

    Please include the SEC definition of proved reserves as found in Rule 4-10(a) of Regulation
S-X.

    Page 69 of the Form 10-K/A includes the SEC definition of proved reserves found in Rule
4-10(a) of Regulation S-X:

    Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids which
geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include
consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.

    Our future filings will also include this disclosure.

    9.

    You state that you retain independent engineering firms to provide year-end estimates of your
future net oil, natural gas and natural gas liquids reserves. Please identify these firms to
comply with Instruction 4.B to Item 102 of Regulation S-K.

    On page 69 of Form 10-K/A, we state that the estimates of proved oil, natural gas and
natural gas liquids reserves used to prepare the 2008, 2007 and 2006 year-end consolidated
financial statements were provided by Forrest A. Garb & Associates, Inc. and by Williamson
Petroleum Consultants, Inc., both of which are independent petroleum consulting firms.

    Our future filings will also include this disclosure for any firms used to provide estimates
of our future net oil, natural gas and natural gas liquids reserves.

    11.

    We note some significant reserve changes due to revisions, extensions and discoveries and
purchases. Please include explanations for significant reserve changes in your disclosure to
comply with paragraph 11 of SFAS 69.

    On page 72 of Form 10-K/A, we state that the downward “Revision of Previous Estimates” of
the Company’s net crude oil reserves reported at December 31, 2008 was primarily due to a
significant change in economic factors. The NYMEX price of crude oil decreased from $96.01
per Bbl at December 31, 2007 to $44.60 per Bbl at December 31, 2008. The resulting change
in the economic limit and recoverable reserves caused a 3.9 million barrel reduction in the
Company’s net crude oil reserves.

Page 4 of 4

    The upward revision of the Company’s net gas reserves reported at December 31, 2008 due to
“Extensions & Discoveries” was the result of the extension of the proved acreage of
previously discovered reservoirs through additional drilling and the discovery of new
reservoirs in existing fields. The Company drilled or participated in the drilling of 17
gas wells in 2008 which were in unproven areas of existing fields. This drilling activity
resulted in the addition of approximately 6.5 Bcf of net gas reserves. The extension of the
proved areas in these existing fields resulted in the addition of 15 proved undeveloped gas
well locations that resulted in the addition of approximately 12 Bcf of net gas reserves.

    The “Purchase of Reserves” reported at December 31, 2007 was the result of the Company’s
acquisition of Ascent Energy, Inc. in November of 2007.

    Our future filings will also include this disclosure, as well as additional relevant
disclosure for significant reserve changes in future years.

    12.

    Please tell us how much oil, natural gas and natural gas liquids you were projected to
produce in 2008 from the total proved reserves estimated in your 2007 reserve report. Please
reconcile any major differences between the forecasted amount and the actual amounts produced
in 2008, and disclose the reasons for those differences.

    On page 71 of Form 10-K/A, we state:

The 2008 net total proved production forecast as of December 31, 2007 and the actual 2008
produced volumes are tabulated below:

    December, 31 2007 Production

    forecast for 2008

    2008 Actual Net Production

    Oil (MBbl)

    1,124

    1,187

    Gas (MMcf)

    7,259

    6,082

    NGL (MBbl)

    388

    354

    MBoe

    2,822

    2,554

    The 2008 production variance is mostly due to a shortfall in gas production (a variance of
1,177 MMcf). Due to the sharp decline in oil and gas prices and an uncertain energy market,
RAM revised the Company drilling budget to adjust to the marketplace. As oil and gas prices
fell, we reduced our drilling budget and elected to participate in drilling opportunities
that carried less capital exposure and lower economic risk. The result was that our
drilling program was more oil weighted than gas and the actual locations drilled varied from
the December 31, 2007 projection, resulting in a shortfall in gas production compared to the
year-end 2007 forecast.

    Our future filings will also include this disclosure, as well as additional relevant
disclosure for future years.

Page 5 of 5

     We believe the Form 10-K/A for the year ended December 31, 2008 and Forms 10-Q/A for the
quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 satisfy all comments received.

          The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

    Very truly yours,

RAM Energy Resources, Inc.

    By
    /s/ G. Les Austin

    G. Les Austin,

    Senior Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

                                RAM Energy Resources, Inc.

                                Meridian Tower, Suite 650

                                5100 East Skelly Drive

                                Tulsa, Oklahoma 74135-6549

                                918.663.2800   FAX 918.663.9540

            November 4, 2009

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549-4628

            Attn: Joanna Lam

                            Re:

                            RAM Energy Resources, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2008

            Filed March 12, 2009

            Response Letter dated October 15, 2009

            File No. 000-50682

            Ladies and Gentlemen:

            This will acknowledge receipt of your comment letter of October 21, 2009 regarding the annual report on Form 10-K of RAM Energy Resources, Inc. (the “Company”) for its fiscal year ended December 31, 2008 filed March 12, 2009 and the Response Letter dated October 15, 2009. With respect to the comments, you are advised as follows:

            Form 10-K for the Fiscal Year Ended December 31, 2008

            Financial Statements

            Note M - Supplementary Oil and Natural Gas Reserve Information, page 69

                            1.

                            We understand from your response to prior comment 2 that you would prefer not correcting the estimates of oil and gas reserves reported in your Form 10-K as of December 31, 2008, including the standardized measure and your ceiling test write-down, which were both impacted by the overstatement of reserves. We also understand that you would prefer
                            not correcting the ceiling test write-down that you reported in your financial statements for the quarter ended March 31, 2009, also attributable to the overstatement of reserves.

            We require additional information about your position on the materiality of these errors. Please address the following points.

                Page 2 of 6

                            •

                            We believe that you would need to consider the significance of not correcting the error on not only the prior year financial statements but also the current year financial statements to comply with the guidance in SAB Topic 1:N. This guidance also requires that you evaluate the effects of the unadjusted error on each financial statement
                            disclosure. Therefore, please explain your position on the significance of the error that you would expect for the six months ended June 30, 2009, the nine months ended September 30, 2009 and the year ended December 31, 2009.

            The correction of this error would result in changes to depreciation and amortization expense as reflected in the following table. Depreciation and amortization expense would also be tax-effected.

                            Depreciation and amortization expense ($000s):

                            Quarter ended

                            Current Period

                            Year-to-date

                            Increase (Decrease):

                            March 31, 2009

                            (662)

                            (662)

                            June 30, 2009

                            626

                            (36)

                            September 30, 2009

                            605

                            569

                            December 31, 2009 (Estimated)

                            605

                            1,174

                            As Reported:

                            March 31, 2009

                            8,944

                            8,944

                            June 30, 2009

                            7,560

                            16,504

                            % Change:

                            March 31, 2009

                            -7.4%

                            -7.4%

                            June 30, 2009

                            8.3%

                            -0.2%

            The overstatement of impairment expense does not correct or reverse until such time that an additional impairment expense is recognized. Additionally, depreciation and amortization adjustments recorded change the net book values used to calculate the ceiling test limitation impairment.  Therefore, changes in depreciation and amortization expense for the quarter ended March
            31, 2009 would result in an offsetting adjustment to impairment expense for the same period.

                Page 3 of 6

                            •

                            Submit a schedule showing the impact of the error on the individual quantities of crude oil, natural gas, and natural gas liquids presented on page 71, both developed and the aggregate measures that you report. Also indicate the extent to which the individual line items in your roll-forward of reserve quantities for crude oil, natural gas, and
                            natural gas liquids would be impacted if you were to proceed with the correction.

            The impact of the error in the aggregate, and on proved developed reserves, is as shown in the table below.

                            Crude Oil

                            Natural Gas

                            NGL's

                            (Thousand

                            (Million

                            (Thousand

                            Barrels)

                            Cubic Feet)

                            Barrels)

                            As Reported:

                            December 31, 2007

                            19,544

                            93,358

                            4,271

                            Extensions and discoveries

                            641

                            19,435

                            1,126

                            Sales of reserves in place

                            (85)

                            (701)

                            -

                            Purchases of reserves in place

                            151

                            135

                            -

                            Revisions of previous quantity estimates

                            (4,568)

                            (3,633)

                            (428)

                            Production

                            (1,187)

                            (6,082)

                            (354)

                            December 31, 2008

                            14,496

                            102,512

                            4,615

                            Corrected:

                            December 31, 2007

                            19,544

                            93,358

                            4,271

                            Extensions and discoveries

                            631

                            18,647

                            1,071

                            Sales of reserves in place

                            (85)

                            (701)

                            -

                            Purchases of reserves in place

                            151

                            135

                            -

                            Revisions of previous quantity estimates

                            (4,769)

                            (8,405)

                            (663)

                            Production

                            (1,187)

                            (6,082)

                            (354)

                            December 31, 2008

                            14,285

                            96,952

                            4,325

                            % Change

                            -1.5%

                            -5.4%

                            -6.3%

                            Proved developed reserves:

                            As Reported:

                            December 31, 2008

                            9,235

                            59,717

                            2,710

                            Corrected:

                            December 31, 2008

                            9,235

                            57,635

                            2,705

                            % Change

                            0.0%

                            -3.5%

                            -0.2%

                Page 4 of 6

                            •

                            Submit a schedule showing the impact of the error on the undiscounted future net cash flows and the standardized measure of future net cash flows that you report on page 72; and explain why the measures on that page do not correspond to the measures utilized in the materiality analysis included with your latest response. Also show the extent to
                            which the individual line items in your roll-forward of the standardized measure would be impacted if you were to proceed with the correction.

            The following tables show the impact of the error on the standardized measure of future net cash flows, and on the undiscounted future net cash flows.

                            As Reported

                            Corrected

                            2006

                            2007

                            2008

                            2008

                            % Change

                            Standardized measure of discounted future net

                            cash flows at beginning of year

                            $     226,660

                            $    179,741

                            $    598,395

                            $    598,395

                            0.0%

                            Changes during the year:

                            Sales and transfers of oil and natural gas

                            produced, net of production costs

                            (46,272)

                            (55,434)

                            (134,180)

                            (134,180)

                            0.0%

                            Net changes in prices and production costs

                            (97,697)

                            181,475

                            (545,183)

                            (538,042)

                            -1.3%

                            Extensions and discoveries, less related costs

                            30,560

                            11,444

                            77,851

                            77,239

                            -0.8%

                            Development costs incurred and revisions

                            (3,333)

                            976

                            (2,816)

                            (2,973)

                            5.6%

                            Sales of reserves in place

                            -

                            -

                            (5,143)

                            (5,143)

                            0.0%

                            Purchases of reserves in place

                            4,476

                            435,261

                            3,494

                            3,494

                            0.0%

                            Revisions of previous quantity estimates

                            2,107

                            41,042

                            (85,342)

                            (81,073)

                            -5.0%

                            Net change in income taxes

                            28,690

                            (223,002)

                            277,018

                            275,581

                            -0.5%

                            Accretion of discount

                            34,550

                            26,892

                            91,155

                            91,155

                            0.0%

                            Net change

                            (46,919)

                            418,654

                            (323,146)

                            (313,942)

                            -2.8%

                            Standardized measure of discounted future net

                            cash flows at end of year

                            $    179,741

                            $    598,395

                            $    275,249

                            $    284,453

                            3.3%

                Page 5 of 6

                            As Reported

                            Corrected

                            2006

                            2007

                            2008

                            2008

                            % Change

                            Future cash inflows

                            894,626

                            2,722,099

                            1,294,803

                            1,253,537

                            -3.2%

                            Future production costs

                            (356,961)

                            (824,576)

                            (482,977)

                            (472,191)

                            -2.2%

                            Future development costs

                            (48,605)

                            (146,734)

                            (188,415)

                            (145,086)

                            -23.0%

                            Future income tax expenses (B)

                            (158,602)

                            (574,169)

                            (99,862)

                            (103,434)

                            3.6%

                            Future net cash flows (A)

                            330,458

                            1,176,620

                            523,549

                            532,826

                            1.8%

                            10% annual discount for estimated

                            timing of cash flows

                            (150,717)

                            (578,225)

                            (248,300)

                            (248,373)

                            0.0%

                            Standardized measure of discounted

                            future net cash flows

                            179,741

                            598,395

                            275,249

                            284,453

                            3.3%

                            Reconcile to pre-tax (A-B)

                            489,060

                            1,750,789

                            623,411

                            636,260

                            2.1%

            The measures of 2008 future net cash flows of $523,549 are net of future income tax expense of $99,862. The measures of 2008 future net cash flows of $623,411 included in the materiality analysis in our response dated October 15, 2009 do not include future income tax expense.

                            •

                            Tell us the costs of the properties in question and explain how you have handled the corresponding values in recalculating your ceiling test. We expect this would entail a discussion clarifying whether you have utilized cost or estima

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        October 21, 2009

Mr. G. Les Austin
Chief Financial Officer
RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135

 Re: RAM Energy Resources, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 12, 2009 Response Letter dated October 15, 2009
  File No. 000-50682

Dear Mr. Austin:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2008

Financial Statements
 Note M – Supplementary Oil and Natural Gas Reserve Information, page 69

 1. We understand from your response to prior comment 2 that you would prefer not correcting the estimates of oil and gas reserves reported in your Form 10-K as of December 31, 2008, including the standardized measure and your ceiling test write-down, which were both impacted by the overstatement of reserves.  We also understand that you would prefer not correcting the ceiling test write-down that you reported in your financial statements for the quarter ended March 31, 2009, also attributable to the overstatement of reserves.

We require additional information about your position on the materiality of these errors.  Please address the following points.

● We believe that you would need to consider the significance of not
correcting the error on not only the prior year financial statements but also

Mr. Austin
RAM Energy Resources, Inc.
October 21, 2009 Page 2

the current year financial statements to comply with the guidance in SAB Topic 1:N.  This guidance also requires that you evaluate the effects of the unadjusted error on each financial statement disclosure.  Therefore, please explain your position on the significance of the error that you would expect for the six months ended June 30, 2009, the nine months ended September 30, 2009 and the year ended December 31, 2009.
 ● Submit a schedule showing the impact of the error on the individual
quantities of crude oil, natural gas, and natural gas liquids presented on page 71, both developed and the aggregate measures that you report.  Also indicate the extent to which the individual line items in your roll-forward of reserve quantities for crude oil, natural gas, and natural gas liquids would be impacted if you were to proceed with the correction.

● Submit a schedule showing the impact of the error on the undiscounted
future net cash flows and the standardized measure of future net cash flows that you report on page 72; and explain why the measures on that page do not correspond to the measures utilized in the materiality analysis included with your latest response.  Also show the extent to which the individual line items in your rollforward of the standardized measure would be impacted if you were to proceed with the correction.

● Tell us the costs of the properties in question and explain how you have
handled the corresponding values in recalculating your ceiling test.  We expect this would entail a discussion clarifying whether you have utilized cost or estimated fair value, indicating how your estimate of fair value compares to the negative cash flows projected in your reserve report, and explaining the underlying assumptions and your rationale.
 ● Submit a schedule reconciling the adjustment that you indicate would be
made to the standardized measure if you were to proceed with the correction to the impact that you have calculated for the ceiling test write-down for both the annual and subsequent interim periods.
 ● Explain how the adjustments that you would make to DD&A for each
period in question are consistent with reducing the oil and gas reserves utilized in the amortization computation, while also increasing the costs to be amortized by reducing the ceiling test write-down.
Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our

Mr. Austin
RAM Energy Resources, Inc. October 21, 2009 Page 3

review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Joanna Lam at (202)  551-3476, Jenifer Gallagher at (202) 551-
3706 or Karl Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer at (202) 551-3703 with questions about engineering comments. Please contact Sean Donahue at (202) 551-3579, Tim Levenberg at (202) 551-3707 or me at (202) 551-3745 with any other questions.              S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

                        RAM Energy Resources, Inc.

                        Meridian Tower, Suite 650

                        5100 East Skelly Drive

                        Tulsa, Oklahoma 74135-6549

                        918.663.2800  FAX 918.663.9540

        October 15, 2009

        Division of Corporation Finance

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549-4628

        Attn: H. Roger Schwall

                        Re:

                        RAM Energy Resources, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2008

        Filed March 12, 2009

        Definitive Proxy Statement on Schedule 14A

        Filed April 2, 2009

        Response Letter dated September 11, 2009

        File No. 000-50682

        Ladies and Gentlemen:

        This will acknowledge receipt of your comment letter of October 1, 2009 regarding the annual report on Form 10-K of RAM Energy Resources, Inc. (the “Company”) for its fiscal year ended December 31, 2008 filed March 12, 2009, the Definitive Proxy Statement on Schedule 14A of the Company filed April 2, 2009 and the Response Letter dated September 11, 2009. With respect to
        the comments, you are advised as follows:

        Form 10-K for the Fiscal Year Ended December 31, 2008

        Engineering Comments

        Supplementary Oil and Natural Gas Reserve Information, page 69

                        1.

                        We have reviewed your response to prior comment one of our letter dated August 27, 2009, regarding your progress in developing proved reserves. Please understand that there is no “grandfathering” for any portion of the new reserve rules. The five-year time interval to be considered is from the first booking of proved undeveloped reserves
                        until development will begin, without regard to the date that the new rules

        first go into effect. Please contact us by telephone if you require further clarification or guidance.

        Effective with our December 31, 2009 Form 10-K we will comply with the new oil and gas disclosure rules, which require scheduling the drilling of proved undeveloped reserve quantities within five years of the date of first booking of such proved undeveloped reserves.

        Reserve Reports

        Ascent Energy – Forrest A. Garb & Associates; Williamson Petroleum Consultants

                        2.

                        We have reviewed your response to prior comment two, concerning various properties in the Ascent Energy reserve report with which negative undiscounted cash flows are associated in the reserve report. You indicate that there were some properties exhibiting negative discounted cash flows, which you did not expect to cover the capital investment. We had
                        referred to properties in your reserve report that showed negative undiscountedcash flows, rather than discounted cash flows as you state. If you are unable to explain how these quantities meet the definition of proved reserves it may be necessary to remove these quantities from your reported total proved reserves at December 31, 2008. Please provide us with the total net proved oil and gas reserves that
                        are attributed to these properties. We reissue prior comment two.

        We have determined that the properties exhibiting negative undiscounted cash flows should have been excluded from the reserve report as such properties were not economical at the December 31, 2008 spot price. The impact on the December 31, 2008 reserve report and the reserve information included in the 2008 Form 10-K is reflected in the table below.

                        As Reported

                        Change

                        Corrected

                        % Change

                        Reserve report effect:

                        Proved reserves (MBoe)

                        36,196

                        (1,427)

                        34,769

                        -3.9%

                        Undiscounted cash flows

                        ($ thousands)

                        623,411

                        12,849

                        636,260

                        2.1%

                        PV-10 value ($ thousands)

                        311,385

                        10,746

                        322,131

                        3.5%

        The impact on the March 31, 2009 reserve report is reflected in the table below.

                        As Reported

                        Change

                        Corrected

                        % Change

                        Reserve report effect:

                        Proved reserves (MBoe)

                        35,110

                        (2,705)

                        32,405

                        -7.7%

                        Undiscounted cash flows

                        ($ thousands)

                        534,594

                        23,729

                        558,323

                        4.4%

                        PV-10 value ($ thousands)

                        260,753

                        21,033

                        281,786

                        8.1%

        We believe the impact on the financial statements and reserve reports as of December 31, 2008 and March 31, 2009 is immaterial and therefore restatements of the Form 10-K for the year ended December 31, 2008 and the Form 10-Q for the period ended March 31, 2009 are not required. Please refer to the SAB 99 materiality memo for management’s analysis
        and discussion of the quantitative and qualitative factors impacting materiality which we are providing as supplemental information.  The information set forth herein and in the attached SAB 99 materiality memo is furnished and not filed under the rules and regulations of the Securities Exchange Act of 1934, as amended.

                        The Company hereby acknowledges that:

                        •

                        the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

                        •

                        staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

                        •

                        the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

                        Very truly yours,

                        RAM Energy Resources, Inc.

                        By /s/ G. Les Austin

                        G. Les Austin,

                        Senior Vice President and Chief Financial Officer

            RAM ENERGY RESOURCES, INC.

        CONFIDENTIAL INTEROFFICE MEMORANDUM

                        TO:

                        FILES

                        FROM:

                        G. LES AUSTIN

                        SUBJECT:

                        RAM ENERGY RESOURCES, INC. SAB 99 ASSESSMENT OF MATERIALITY RELATING TO ERROR IN RESERVE REPORTS

                        DATE:

                        OCTOBER 15, 2009

                        CC:

        The Company’s estimate of proved reserves for the year ended December 31, 2008 overstated proved reserves by approximately 1.4 million barrels of oil equivalent (“BOE”) and understated the future net revenues from proved oil and natural gas properties discounted at 10% (“PV 10”) by $10.7 million, resulting in an overstatement of impairment expense, depletion
        expense and tax benefit on the Company’s financial statements. Additionally, the internal reserve report used to calculate the March 31, 2009 impairment expense overstated reserves by approximately 2.7 million BOE and understated the PV 10 by $21.0 million. The error in the proved reserve estimates was primarily due to certain uneconomical properties not being excluded from the estimate of reserves. The Company assessed the impact of the errors in the estimate of reserves on the
        financial statements for the periods ended December 31, 2008 and March 31, 2009 to determine if the impact was material and therefore whether a restatement of the previously filed financial statements was required. The Company concluded the financial statements for the periods ended December 31, 2008 and March 31, 2009 did not materially misstate the reported results and that a restatement of prior period financial statements was not required. The assessment of materiality was provided
        to the Audit Committee of the Company’s Board of Directors for review and the Audit Committee agreed with the conclusions reached by management. Additionally, the materiality assessment was reviewed with the Company’s external auditors, UHY LLP, and the external auditors agreed with the conclusions reached by management.

        The assessment of materiality was prepared to consider both quantitative and qualitative factors to determine if the magnitude of the overstatement of reserve quantities, overstatement of impairment expense, overstatement of tax benefit, and overstatement of depletion expense was such that it is probable that the judgment of a reasonable person relying upon the report would have been
        changed or influenced by the correction of the item. Data included in the assessment of materiality included the following:

        Quantitative Assessment

        December 31, 2008:

                        As Reported

                        Change

                        Corrected

                        % Change

                        Reserve report effect:

                        Proved reserves (MBoe)

                        36,196

                        (1,427)

                        34,769

                        -3.9%

                        Undiscounted cash flows

                        ($ thousands)

                        623,411

                        12,849

                        636,260

                        2.1%

                        PV-10 value ($ thousands)

                        311,385

                        10,746

                        322,131

                        3.5%

                        Statement of Cash Flow effect

                        ($ thousands):

                        Net Cash Provided by operating activities

                        $   74,454

                        $        -

                        $   74,454

                        0.0%

                        Income statement effect

                        ($ thousands):

                        Asset impairment charge

                        $  282,465

                        $(12,825)

                        $  269,640

                        -4.5%

                        Income tax benefit

                        $  (96,389)

                        $   4,656

                        $  (91,733)

                        -4.8%

                        Net loss

                        $  138,072

                        $  (8,169)

                        $  129,903

                        -5.9%

        The Company also assessed the impact of the overstatement of reserve estimate quantities and the understatement of PV 10 on the Company’s financial statements for the period ended March 31, 2009, assuming no restatement was made to the financial statements for the period ended December 31, 2008. Data used to assess materiality of the financial statement adjustments for the three
        month period ended March 31, 2009 included the following:

        March 31, 2009:

                        As Reported

                        Change

                        Corrected

                        % Change

                        Reserve report effect:

                        Proved reserves (MBoe)

                        35,110

                        (2,705)

                        32,405

                        -7.7%

                        Undiscounted cash flows

                        ($ thousands)

                        534,594

                        23,729

                        558,323

                        4.4%

                        PV-10 value ($ thousands)

                        260,753

                        21,033

                        281,786

                        8.1%

                        Statement of Cash Flow effect

                        ($ thousands):

                        Net Cash Provided by operating activities

                        $      3,165

                        $      -

                        $      3,165

                        0.0%

                        Income statement effect

                        ($ thousands):

                        Asset impairment charge

                        $    58,929

                        $(24,803)

                        $    34,126

                        -42.1%

                        Income tax benefit

                        $  (24,036)

                        $   9,004

                        $  (15,032)

                        -37.5%

                        Net loss

                        $    38,093

                        $(15,799)

                        $    22,294

                        -41.5%

        The Company also assessed the impact of the restatement of reserves and restatement of the financial statements on depletion rates and determined the impact on the income statement for depletion expense was a reduction of $0.2 million or less than 1% for the year ended December 31, 2008 and a reduction of $0.7 million or less than 8% for the three months ended March 31, 2009. The Company
        calculated depletion for the three months ended June 30, 2009

        based on the mid-year reserve update, which did not include uneconomical properties. Therefore, depletion rates subsequent to March 31, 2009 are not impacted by the reserve estimate quantity errors.

        Qualitative Assessment

                        •

                        The Company believes that investors in the oil and gas exploration and production industry primarily focus on reserve values and widely followed operating performance measures such as cash flow from operations and certain non-GAAP measures which adjust net income or net loss to exclude certain financial measures such as depletion and impairment charges and
                        pay little attention to net earnings. The Company follows the full cost method of accounting for oil and natural gas operations. However, numerous oil and natural gas companies follow the successful efforts method of accounting for oil and natural gas operations. Calculations of depletion and impairments for oil and gas exploration and production companies under the different accounting methods can result in significantly different results. Additionally, the different
                        accounting methods can result in other significant differences in costs capitalized and costs expensed. The Company believes investors do not consider net income as one of the primary measures of performance of oil and gas companies. Therefore, the Company believes these errors or correction of errors in reserve estimates and the non-cash measures of depletion and impairment expense would not result in a significant positive or negative market reaction.

                        •

                        PV 10 values used to determine the Company’s impairment expense were understated by $10.7 million, or 3%, at December 31, 2008 and by $21.0 million, or 8%, at March 31, 2009. There are numerous uncertainties inherent in estimating quantities of proved reserves and the related PV 10. Therefore, the PV

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        October 1, 2009
 Mr. G. Les Austin  Chief Financial Officer RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135
 Re: RAM Energy Resources, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 12, 2009
  Definitive Proxy Statement on Schedule 14A
Filed April 2, 2009 Response Letter Dated September 11, 2009
  File No. 000-50682

 Dear Mr. Austin:    We have reviewed your response letter and have the following comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

Engineering Comments

Supplementary Oil and Natural Gas Reserve Information, page 69

1. We have reviewed your response to prior comment one of our letter dated August
27, 2009, regarding your progress in developing proved reserves.  Please understand that there is no “grandfathering” for any portion of the new reserve rules.  The five-year time interval to be considered is from the first booking of proved undeveloped reserves until development will begin, without regard to the date that the new rules first go into effect.  Please contact us by telephone if you require further clarification or guidance.
   Reserve Reports

Mr. Austin
RAM Energy Resources, Inc. October 1, 2009 Page 2

 Ascent Energy – Forrest A. Garb & Associates; Williamson Petroleum Consultants

2. We have reviewed your response to prior comment two, concerning various properties in the Ascent Energy reserve report with which negative undiscounted cash flows are associated in the reserve report.  You indicate that there were some properties exhibiting negative discounted cash flows, which you did not expect to cover the capital investment.  We had referred to properties in your reserve report that showed negative undiscounted
 cash flows, rather than discounted cash flows
as you state.  If you are unable to explain how these quantities meet the definition of proved reserves it may be necessary to remove these quantities from you reported total proved reserves at December 31, 2008.  Please provide us with the total net proved oil and gas reserves that are attributed to these properties. We reissue prior comment two.
  Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact James Murphy, Petroleum Engineer, at (202) 551-3703 with
questions about engineering comments.  Please contact me at (202) 551- 3745 with any other questions.          S i n c e r e l y ,
 H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

                            RAM Energy Resources, Inc.

                            Meridian Tower, Suite 650

                            5100 East Skelly Drive

                            Tulsa, Oklahoma 74135-6549

                            918.663.2800  FAX 918.663.9540

            September 11, 2009

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549-4628

            Attn: Joanna Lam

                            Re:

                            RAM Energy Resources, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2008

            Filed March 12, 2009

            Definitive Proxy Statement on Schedule 14A

            Filed April 2, 2009

            Response Letter dated July 15, 2009

            File No. 000-50682

            Ladies and Gentlemen:

            This will acknowledge receipt of your comment letter of August 27, 2009 regarding the annual report on Form 10-K of RAM Energy Resources, Inc. (the “Company”) for its fiscal year ended December 31, 2008 filed March 12, 2009, the Definitive Proxy Statement on Schedule 14A of the Company filed April 2, 2009 and the Response Letter dated July 15, 2009. With respect to the
            comments, you are advised as follows:

            Form 10-K for the Fiscal Year Ended December 31, 2008

            Supplementary Oil and Natural Gas Reserve Information, page 69

                            1.

                            We have reviewed your response to prior comment 14 of our letter dated June 30, 2009, concerning the increase in the portion of your reserves that are undeveloped. We note that in 2008 you only developed 10% of your proved undeveloped reserves and that in 2009 you are only planning to develop 14% of your proved undeveloped reserves.

            As you may know, before recognizing proved reserves you must be reasonably certain that these quantities will be recovered in the future under existing economic

                Page 2 of 7

            and operating conditions to comply with Rule 4-10(a)(2) of Regulation S-X. If you are encountering delays in developing your reserves, the level of certainty may decline to the point that these quantities may no longer qualify as proved. We do not often find reasonable certainty established for reserves which are not scheduled to be developed within five years of being
            recognized as proved.

            Please tell us why you believe that the quantities which you are reporting as undeveloped reserves still qualify as proved, the date(s) they were first booked as proved, and the date(s) by which you expect to have them developed.

            The quantity of undeveloped reserves scheduled beyond five years was determined using the same criteria as those reserves scheduled in the first five years. Our undeveloped reserves are located on acreage that is mostly held by current production, allowing for us to develop these reserves at a rate that best fits our exploitation strategy. In future filings, we will comply with the
            new regulations which require scheduling proved reserve quantities within five years of the effective date of the reserve report, unless specific circumstances exist which would require further disclosure regarding why such undeveloped reserves were not scheduled to be developed within five years.

            At your request, we will provide a schedule of proved undeveloped projects along with the dates that the reserves were first designated as proved in filings with the Securities and Exchange Commission. The schedule will be emailed in pdf format to James Murphy, the SEC examiner who is responsible for the engineering comments, on the same day this letter is submitted to the SEC. The
            key events that established when we reported the undeveloped reserves are (i) RAM became a publicly traded company on May 6, 2006, (ii) RAM acquired Ascent Energy Inc. effective November 29, 2007, and (iii) new undeveloped reserves booked in forms 10-K prior to December 31, 2008.

            Reserve Reports

            Ascent Energy – Forrest A. Garb & Associates; Williamson Petroleum Consultants

                            2.

                            The information about gas properties on pages A15-A18 and A25-A26 of the report referenced above indicates that reserves are included in the total for properties that are also showing a negative undiscounted cash flow. If you are unable to explain how these meet the definition of proved reserves, it may be necessary to remove these quantities from
                            your estimates of total proved reserves.

            The reserves attributed to those properties showing a negative discounted cash flow occurred from individual projections that carried a positive revenue stream but did not generate enough revenue to recover the capital investment. These properties are a product of the larger than expected drop in commodity prices. In future filings, we will remove all properties that generate a
            negative undiscounted cash flow.

                            3.

                            Please tell us the production volumes from the NE Fitts Unit (Hunton/Viola) in 2008.

            The 2008 production volumes for the NE Fitts Unit (Hunton/Viola) wells are 196,254 Barrels of oil and 167,587 Mcf of gas.

                Page 3 of 7

                            4.

                            Please tell us the production volumes from the NE Fitts Unit (McAlester) in 2008.

            The 2008 production volumes for the NE Fitts Unit (McAlester) wells are 37,807 Barrels of oil and 0 Mcf of gas.

                            5.

                            We note that Garb has assumed future operating costs for the proved producing reserves in the NE Fitts Unit (Hunton/Viola) of $14.65 per barrel equivalent, while for NE Fitts Unit (McAlester) they have used $24.83 per barrel equivalent. Please explain how these costs were determined and, given that these are in the same field, why there is such a
                            large difference between the two.

            The operating costs by property used at December 31, 2008 were determined using the actual expenses incurred and averaged over the most recent twelve month period.

            The Hunton/Viola wells produce five times the current rate (see 2008 production volumes above) and are projected to recover four times the reserves of the McAlester wells (see one line summaries). For this reason, the lifting costs for the Hunton/Viola wells are much less than the McAlester wells and the costs per barrel equivalent per remaining reserves are also less.

                            6.

                            Please tell us when reserves for the Lafourche (Knowles) were first booked as proved and when you plan to develop it. Also please provide us with the technical support that justifies the reserve estimate and classification of this well.

            The Lafourche (Knowles) PUD was first booked on December 31, 2007 as part of the Ascent Energy Inc. acquisition. The purpose of this location is to effectively develop the proved reserves that the Lafourche A#2 wellbore will not recover. Material balance calculations indicate approximately 40 Bcf of original gas in place. Due to a history of water channeling, the Lafourche A#2 is
            forecast to recover 16 Bcf of the 40 Bcf. The Lafourche (Knowles) PUD location is booked to recover an additional 8.7 Bcf of the reserves in place. We will provide technical support exhibits and scheduled spud date by email in pdf format to James Murphy, the SEC examiner who is responsible for the engineering comments, on the same day this letter is submitted to the SEC.

            Definitive Proxy Statement on Schedule 14A filed April 2, 2009

            Performance-Based and Incentive Compensation, page 14

                            7.

                            We note your response to our prior comment six. In this regard, you provide little discussion and analysis of the effect of individual performance on compensation despite disclosure suggesting it is a factor considered by the committee in determining both base salary and incentive compensation. Please provide additional detail and analysis of how
                            individual performance contributed to actual 2008 compensation for the named executive officers. For example, disclose the elements of individual performance, both quantitative and qualitative, and specific contributions the compensation committee considered in its evaluation, and if

                Page 4 of 7

            applicable, how you weighted and factored them into specific compensation decisions. See Item 402(b)(2)(vii) of Regulation S-K.

            The principal objective of our Compensation Committee in determining both base salary and incentive compensation for our executive officers is the recruitment (where applicable) and retention of highly competent executives to fill our key management positions. As noted in our July 15, 2009 response to Question 6 of your June 30, 2009 letter, and as stated in our Definitive Proxy
            Statement on Schedule 14A filed April 2, 2009 (the “Proxy Statement”), our Compensation Committee determines base salary, performance-based cash bonuses and equity awards under our 2006 Long-Term Incentive Plan (the “Plan”) to our named executive officers utilizing the following procedure: first, looking within our Company at the current salary structure among the executive group to ensure fairness and consistency; second, evaluating each executive’s
            individual performance to ensure that compensation is performance-based; and third, looking at peer group companies to determine if the range of compensation paid to our executives is within the “fairway” of compensation paid to executives in similarly situated companies. While our Compensation Committee does not benchmark either salaries or incentive compensation to market salary or survey data, the Committee does use industry peer group data to ensure the compensation
            paid to our senior executives is within a range as to not be a significant factor in determining resignation or retention, and to give the Committee a point of reference to assist and support its compensation decisions. However, individual performance is the critical factor in the final determination of executive compensation.

            Our Compensation Committee believes that an important measure of an executive’s individual performance is Company performance, because the Company’s overall performance is in many respects directly attributable to the efforts of the executive management team. However, the Committee is also aware of the fact that in the oil and natural gas exploration and production
            industry, some metrics, such as (i) revenues, income, earnings and other GAAP-based financial results, (ii) EBITDA, adjusted cash flow and other non-GAAP calculations, (iii) the PV-10 value of proved reserves and the standardized measure of discounted future cash flows, and (iv) to a lesser extent, the volume of proved reserves, are subject to and dependent upon actual oil and natural gas sales prices, which are not within the control of management. Accordingly, the Committee places
            less importance on commodity price driven metrics and more on importance on matters that can be directly influenced by management involvement.

            The base salary and incentive compensation paid to certain named executive officers for 2008 were determined by employment contracts or retention agreements. The base salary paid to Mr. Lee, our President and CEO, was determined pursuant to the terms of his employment agreement, as described in our Proxy Statement. The base salary, cash bonus and restricted stock awards paid or
            granted to Mr. Austin, our Senior Vice President and CFO, were determined pursuant to the terms of our employment agreement with Mr. Austin, as described in our Proxy Statement. Of the $276,000 cash bonus compensation paid to Ms. Lindsey, our Vice President, Accounting and Controller, $220,000 of such amount was paid pursuant to a retention agreement entered into

                Page 5 of 7

            between Ms. Lindsey and Ascent Energy Inc. prior to the acquisition of Ascent by the Company in November 2007, as described in our Proxy Statement.

            Mr. Longmire, our former Senior Vice President and CFO, retired in April 2008, and did not receive any incentive compensation for 2008, either as cash bonus compensation or equity awards under our Plan.

            In determining incentive compensation for our named executive officers for 2008 (other than those executive officers for whom 2008 incentive compensation was determined pursuant to an employment or retention agreement), the Committee considered the following items of Company performance, all of which were directly influenced by the management team: (i) the Company successfully
            integrated in an effective and efficient manner the properties acquired from Ascent Energy Inc. in November 2007, (ii) the Company’s production of oil, natural gas and natural gas liquids increased to 2.55 million barrels of oil equivalent (“BOE”), up 80% from 2007, (iii) Company exploration and development activities resulted in extensions of existing reserves and discoveries of new reserves totaling 5.0 million BOE during the year, (iv) the Company successfully
            executed its business plan for the year as approved by the Board, and (v) the Company met all of the guidance objectives furnished to market analysts for the year. These achievements reflect quality planning, decision-making and supervision by members of the management team and were credited to each member of the management team in the process of determining incentive compensation for the named executive officers.

            Personal performance factors taken into account by the Committee with respect to each of the named executive officers whose incentive compensation was not determined by contract included both (i) an evaluation of subjective factors that bear upon the named executive officer’s value to the Company, including management style and expertise, management effectiveness, experience
            and knowledge of the Company, its properties, business plan and objectives, past performance in obtaining desired results, longevity of employment, reputation and stature among industry peers, and interpersonal relations with other members of the management team and with subordinates, and (ii) an evaluation of objective factors that relate specifically to the performance by the named executive officer of the executive officer’s assigned duties and responsibilities during the
            preceding year. No specific weighting of subjective and objective factors is utilized by the Committee in setting base salaries or determining annual cash bonuses or equity awards under the Plan. Examples of objective factors taken into account by the Committee in determining the 2008 incentive compensation for each of the named executive officers whose incentive compensation was not determined by contract included the following:

            Larry E. Lee – President and CEO

                            •

                            As noted above, the individual performance factors considered by the Committee in determining Mr. Lee’s cash bonus compensation are set out in detail on page 17 of our Proxy Statement

            Larry G. Rampey – Senior Vice President, Operations

                Page 6 of 7

                            •

                            Designing, implementing and supervising the successful execution of the capital expendi

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        August 27, 2009

Mr. G. Les Austin
Chief Financial Officer
RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135

 Re: RAM Energy Resources, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 12, 2009 Definitive Proxy Statement on Schedule 14A Filed April 2, 2009  Response Letter dated July 15, 2009
  File No. 000-50682

Dear Mr. Austin:
We have reviewed your response letter and have the following comments.  Please
provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2008

 Supplementary Oil and Natural Gas Reserve Information, page 69

 1. We have reviewed your response to prior comment 14 of our letter dated June 30, 2009, concerning the increase in the portion of your reserves that are undeveloped.  We note that in 2008 you only developed 10% of your proved undeveloped reserves and that in 2009 you are only planning to develop 14% of your proved undeveloped reserves.    As you may know, before recognizing proved reserves you must be reasonably certain that these quantities will be recovered in the future under existing economic and operating conditions to comply with Rule 4-10(a)(2) of Regulation S-X.  If you are encountering delays in developing your reserves, the level of certainty may decline to the point that these quantities may no longer qualify as proved.  We do not often find reasonable certainty established for reserves which

Mr. Austin
RAM Energy Resources, Inc.
August 27, 2009 Page 2

are not scheduled to be developed within five years of being recognized as proved.    Please tell us why you believe that the quantities which you are reporting as undeveloped reserves still qualify as proved, the date(s) they were first booked as proved, and the date(s) by which you expect to have them developed.
 Reserve Reports

 Ascent Energy – Forrest A. Garb & Associates; Williamson Petroleum Consultants

 2. The information about gas properties on pages A15–A18 and A25-A26 of the report referenced above indicates that reserves are included in the total for properties that are also showing a negative undiscounted cash flow.  If you are unable to explain how these meet the definition of proved reserves, it may be necessary tp remove these quantities from your estimates of total proved reserves.
 3. Please tell us the production volumes from the NE Fitts Unit (Hunton/Viola) in 2008.
 4. Please tell us the production volumes from the NE Fitts Unit (McAlester) in 2008.
 5. We note that Garb has assumed future operating costs for the proved producing reserves in the NE Fitts Unit (Hunton/Viola) of $14.65 per barrel equivalent, while for the NE Fitss Unit (McAlester) they have used $24.83 per barrel equivalent.  Please explain how these costs were determined and, given that these are in the same field, why there is such a large difference between the two.
 6. Please tell us when reserves for the Lafourche (Knowles) were first booked as proved and when you plan to develop it.  Also please provide us with the technical support that justifies the reserve estimate and classification of this well.
 Definitive Proxy Statement on Schedule 14A filed April 2, 2009

 Performance-Based and Incentive Compensation, page 14

 7. We note your response to our prior comment six.  In this regard, you provide little discussion and analysis of the effect of individual performance on compensation despite disclosure suggesting it is a factor considered by the committee in determining both base salary and incentive compensation.  Please provide additional detail and analysis of how individual performance contributed to actual 2008 compensation for the named executive officers.  For example, disclose the elements of individual performance, both quantitative and qualitative, and

Mr. Austin
RAM Energy Resources, Inc. August 27, 2009 Page 3

specific contributions the compensation committee considered in its evaluation, and if applicable, how you weighted and factored them into specific compensation decisions.  See Item 402(b)(2)(vii) of Regulation S-K.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact James Murphy, Petroleum Engineer at (202) 551-3703 with
questions about engineering comments. Pl ease contact Sean Donahue at (202) 551-3579,
Tim Levenberg at (202) 551-3707 or me at (202) 551-3745 with any other questions.               S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
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                            RAM Energy Resources, Inc.

                            Meridian Tower, Suite 650

                            5100 East Skelly Drive

                            Tulsa, Oklahoma 74135-6549

                            918.663.2800 FAX 918.663.9540

            July 15, 2009

            Division of Corporation Finance

            Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549-4628

            Attn: Joanna Lam

                            Re:

                            RAM Energy Resources, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2008

            Filed March 12, 2009

            Form 10-Q for the Fiscal Quarter Ended March 31, 2009

            Filed May 7, 2009

            Definitive Proxy Statement on Schedule 14A

            Filed April 2, 2009

            File No. 000-50682

            Ladies and Gentlemen:

            This will acknowledge receipt of your comment letter of June 30, 2009 regarding the annual report on Form 10-K of RAM Energy Resources, Inc. (the “Company”) for its fiscal year ended December 31, 2008, the quarterly report on Form 10-Q of the Company for its fiscal quarter ended March 31, 2009, and the Definitive Proxy Statement on Schedule 14A of the Company filed
            April 2, 2009. With respect to the comments, you are advised as follows:

            Form 10-K for the Fiscal Year Ended December 31, 2008

            Risk Factors, page 7

                            1.

                            Rather than suggesting only that you have provided “some of the more significant factors” and that the list “may not be exhaustive,” instead make clear that you include in this section all the known, material risks.

            In future filings, the paragraph in Item 1A, Risk Factors will read:

                Page 2 of 9

            We face a variety of risks that are inherent in our business and our industry, including operational, legal and regulatory risks. The following are the known, material risks that could affect our business and our results of operations.

            Selected Financial Data, page 30

                            2.

                            We note you define the non-GAAP financial measure titled “EBITDA” as net income (loss), interest expense, amortization and depreciation, accretion, income taxes, share-based compensation, impairment charges, settlement charges and unrealized gains (losses) on derivatives. If you wish to retain this measure in your filing, you will need
                            to utilize a different title for this non-GAAP measure to comply with Item 10(e)(1)(ii)(E) of Regulation S-K as it is not calculated exactly as net income before interest, taxes, depreciation and amortization.

            In future filings, we will refer to the non-GAAP financial measure as “Modified EBITDA,” defined as net income (loss) before interest, amortization and depreciation, accretion, income taxes, share-based compensation, impairment charges, settlement charges and unrealized gains (losses) on derivatives.

            Controls and Procedures, page 74

                            3.

                            Please comply with Item 308(c) of Regulation S-K, which requires that you disclose any change in your internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect your internal control over financial reporting.

            We had no changes to report in the last fiscal quarter of 2008.

            In future filings, we will disclose either (i) the disclosable changes made to our internal control over financial reporting or (ii) that no changes have been made to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

            Definitive Proxy Statement on Schedule 14A filed April 2, 2009

                            4.

                            Please confirm in writing that you will comply with the following comments in all future filings. Also provide us with an example of the disclosure you intend to use in each case. After our review of your responses, we may raise additional comments.

            RAM Energy Resources, Inc. will comply with the comments contained in the June 30, 2009 letter from Ms. Joanna Lam of the United States Securities and Exchange Commission for all future filings. Examples of the disclosure we intend to use for future filings are provided in the responses below.

                Page 3 of 9

            Base Salary, page 14

                            5.

                            We note that “[b]ase salary ranges are designed so that salary opportunities for a given position generally will be within the 50th percentile of the market salary surveyed.” In this regard, it appears that you benchmark compensation to other companies. Please identify the component companies that comprised the peer group.
                            See generally Item 402(b)(2)(xiv) of Regulation S-K.

            As stated in our Definitive Proxy Statement on Schedule 14A filed April 2, 2009, the Compensation Committee engaged Pearl Meyer & Partners, an outside consulting firm to assist the Board and the Committee in crafting our total compensation program for our executive officers and to assist the Board in determining compensation for our directors. Pearl Meyer provided the Committee
            with a competitive salary analysis with market average executive salaries in companies similar to ours. The peer group referenced in the Pearl Meyer report consisted of: Berry Petroleum, Brigham Exploration Company, Delta Petroleum Corporation, Edge Petroleum Corporation, McMoran Exploration Company, Parallel Petroleum Corporation, Petrohawk Energy Corporation, Swift Energy Company, TXCO Resources, Inc., Venoco, Inc., and Whiting Petroleum Corporation.

            We did not include a listing of the companies in the peer group because our Compensation Committee does not "benchmark" executive compensation to other companies. Our Definitive Proxy Statement notes that in determining base salaries for our executive officers, in addition to market data provided by outside consultants with respect to a select peer group of companies, our
            Compensation Committee also considers the current level of the executive's compensation, both internally and relative to other Company officers, and the executive's individual performance, which is the critical factor in determining merit-based increases.  The process can best be described as (i) first, looking within our Company at the current salary structure among the executive group to ensure fairness and consistency, (ii) second, evaluating each executive's individual
            performance to ensure that compensation is performance based and (iii) third, looking at peer group companies to determine if the range of compensation paid to our executives is within the "fairway" of the compensation paid to executives in similarly situated companies.  The use of peer group data, while part of the process, is intended (i) to ensure that the compensation paid to our executives is fair when compared to similar companies and (ii) to give the Compensation
            Committee some objective basis to support its salary determination decisions.

            That being said, we have no reason not to disclose the companies in the peer group, and will do so in future filings if any market salary survey is considered by the Compensation Committee. Also, we will review the Compensation Committee’s deliberations for 2009 to determine whether the phrase “[b]ase salary ranges are designed so that salary opportunities for a given
            position generally will be within the 50th percentile of the market salary surveyed” should be modified, and if so, will modify to correctly describe such deliberations.

                Page 4 of 9

            Performance-Based and Incentive Compensation, page 14

                            6.

                            Please state how you determined the amount of stock-based awards and performance-based cash bonuses for 2008, and clarify whether a formula was used.

            As stated in our Definitive Proxy Statement on Schedule 14A filed April 2, 2009, the Compensation Committee did not use specific financial or operational targets to determine awards of incentive compensation for 2008. The Committee deliberated on the implementation of such a plan and determined that many of the components of financial and operational targets are outside of
            management control because of the nature of the oil and gas industry.

            For determination of the 2008 stock-based awards, the Committee considered a 2007 report from Villareal & Associates in addition to the factors specified under the heading “Compensation Philosophy and Objectives in our Definitive Proxy Statement.” As discussed above, the Compensation Committee neither benchmarks awards based on any market salary survey nor maintains
            a formal policy or purely objective criteria to determine award grants. Mr. Austin, hired April 1, 2008, negotiated and the company agreed on the grant of 100,000 shares as a hiring incentive as part of his employment arrangement.

            For determination of the 2008 performance-based cash bonuses, the Committee considered the 2008 Pearl-Meyer & Associates executive total compensation report containing market data from industry peers (as referenced above) for consideration of executive bonuses. From this report, the Committee established target bonuses including a range from threshold to maximum bonuses. The
            Committee, in its discretion, evaluated individual performance, among other factors, and determined the 2008 performance-based cash bonuses. The resulting bonuses were within the market of the peer companies considered in the Pearl-Meyer & Associates report. Again, the Committee did not benchmark any cash bonuses based on this report.

            Example of Disclosure for Future Filings

            Performance-Based and Incentive Compensation

            If still relevant, the following paragraphs will be added to our future filings:

            Grants of restricted stock were based on a formula suggested by our Chief Executive Officer of a factor (determined by employee grade level) multiplied by base salary and divided by the average price per share (minimum 4.05/per share). The number of shares granted to any executive officer may not exceed 100,000 shares per year. The Committee reviews this recommendation and then
            finalizes the grant after consideration of subjective factors deemed relevant in its own discretion.

            For determination of the performance-based cash bonuses, the Committee established target bonuses including a range from threshold to maximum. The Committee, in its discretion, evaluated individual performance, among other factors, and determined the performance-based cash bonuses. The Committee reviewed the Pearl-Meyer &

                Page 5 of 9

            Associates executive total compensation report containing market data from industry peers (as referenced above) to ensure that the resulting bonuses were within the market of similar positions among industry peers.

            Director Compensation, page 30

                            7.

                            Please disclose the aggregate number of stock awards outstanding at fiscal year end held by each of your directors. See the Instruction to Item 402(k)(2)(iii) and (iv).

            Outstanding Equity Awards at Fiscal Year-end - Directors

                            Stock Awards

                                (a)

                            (i)

                            (j)

                                Name

                            Equity

                            Incentive

                            Plan Awards:

                            Number of

                            Unearned

                            Shares, Units

                            or Other

                            Rights That

                            Have Not

                            Vested

                            Equity

                            Incentive

                            Plan Awards:

                            Market or

                            Payout Value

                            of Unearned

                            Shares, Units

                            or Other Rights

                            That Have Not

                            Vested

                            Sean P. Lane

                            15,000

                            $

                            76,050

                            Gerald Marshall

                            15,000

                            76,050

                            John M. Reardon

                            15,000

                            76,050

            The Company will include this Table in future filings.

            Engineering Comments

            Supplementary Oil and Natural Gas Reserve Information, page 69

                            8.

                            Please include the SEC definition of proved reserves as found in Rule 4-10(a) of Regulation S-X.

            Our future filings will include the SEC definition of proved reserves found in Rule 4-10(a) of Regulation S-X as it exists on the date of filing.

                            9.

                            You state that you retain independent engineering firms to provide year-end estimates of your future net oil, natural gas and natural gas liquids reserves. Please identify these firms to comply with Instruction 4.B to Item 102 of Regulation S-K.

            The estimates of proved oil, natural gas and natural gas liquids reserves used to prepare the 2008, 2007 and 2006 year-end consolidated financial statements were provided by Forrest A. Garb & Associates, Inc. and by Williamson Petroleum Consultants, Inc., both of which are independent petroleum consulting firms.

            Our future filings will include this disclosure for any firms used to provide estimates of our future net oil, natural gas and natural gas liquids reserves.

                Page 6 of 9

                            10.

                            Please provide us with a copy of your 2008 reserve report.

            An electronic version in pdf format will be emailed to James Murphy, the SEC examiner who is responsible for the engineering comments, on the same day this letter is submitted to the SEC.

                            11.

                            We note some significant reserve changes due to revisions, extensions and discoveries and purchases. Please include explanations for significant reserve changes in your disclosure to comply with paragraph 11 of SFAS 69.

            The downward “Revision of Previous Estimates” of the Company’s net crude oil reserves reported at December 31, 2008 was primarily due to a significant change in economic factors. The NYMEX price of crude oil decreased from $96.01 per Bbl at December 31, 2007 to $44.60 per Bbl at December 31, 2008. The resulting change in the economic limit and recoverable reserves
            caused a 3.9 million barrel reduction in the Company’s net crude oil reserves.

            The upward revision of the Company’s net gas reserves reported at December 31, 2008 due to “Extensions & Discoveries” was the result of the extension of the proved acreage of previously discovered reservoirs through additional drilling and the discovery of new reservoirs in existing fields. The Company d

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        June 30, 2009

Mr. G. Les Austin
Chief Financial Officer
RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, Oklahoma 74135

 Re: RAM Energy Resources, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 12, 2009 Form 10-Q for the Fiscal Quarter Ended March 31, 2009 Filed May 7, 2009 Definitive Proxy Statement on Schedule 14A Filed April 2, 2009
  File No. 000-50682

Dear Mr. Austin:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Risk Factors, page 7

1. Rather than suggesting only that you have provided “some of the more significant factors” and that the list “may not be exhaustive,” instead make clear that you include in this section all the known, material risks.

Mr. Austin
RAM Energy Resources, Inc.
June 30, 2009 Page 2

Selected Financial Data, page 30
 2. We note you define the non-GAAP financial measure titled “EBITDA” as net income (loss), interest expense, amortization and depreciation , accretion, incomes taxes, share-based compensation, impairment charges, settlement charges and unrealized gains (losses) on derivatives.   If you wish to retain this measure in your filing, you will need to utilize a different title for this non-GAAP measure to comply with Item 10(e)(1)(ii)(E) of Regulation S-K as it is not calculated exactly as net income before interest, taxes depreciation and amortization.

Controls and Procedures, page 74

3. Please comply with Item 308(c) of Regulation S-K, which requires that you disclose any change in your internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect your internal control over financial reporting.
 Definitive Proxy Statement on Schedule 14A filed April 2, 2009

 4. Please confirm in writing that you will comply with the following comments in all future filings.  Also provide us with an example of the disclosure you intend to use in each case.  After our review of you r responses, we may raise additional
comments.
 Base Salary, page 14

 5. We note that “[b]ase salary ranges are designed so that salary opportunities for a given position generally will be within the 50th percentile of the market salary surveyed.”  In this regard, it appears that you benchmark compensation to other companies.  Please identify the component companies that comprised the peer group.  See generally Item 402(b)(2)(xiv) of Regulation S-K.
 Performance-Based and Incentive Compensation, page 14

 6. Please state how you determined the amount of stock-based awards and performance-based cash bonuses for 2008, and clarify whether a formula was used.
    Director Compensation, page 30

Mr. Austin
RAM Energy Resources, Inc.
June 30, 2009 Page 3

 7. Please disclose the aggregate number of st ock awards outstanding at fiscal year
end held by each of your directors.  See the Instruction to Item 402(k)(2)(iii) and (iv).

Engineering Comments

Supplementary Oil and Natural Gas Reserve Information, page 69
 8. Please include the SEC definition of proved reserves as found in Rule 4-10(a) of Regulation S-X.
 9. You state that you retain independent engineering firms to provide year-end estimates of your future net oil, natural gas and natural gas liquids reserves.  Please identify these firms to comply with Instruction 4.B to Item 102 of Regulation S-K.
 10. Please provide us with a copy of your 2008 reserve report.
 11. We note some significant reserve changes due to revisions, extensions and discoveries and purchases.  Please include explanations for significant reserve changes in your disclosure to comply with paragraph 11 of SFAS 69.
 12. Please tell us how much oil, natural gas and natural gas liquids you were projected to produce in 2008 from the total proved reserves estimated in your 2007 reserve report.  Please reconcile any major differences between the forecasted amount and the actual amounts produced in 2008, and disclose the reasons for those differences.
 13. Please tell us how much of your revisions of oil, natural gas and natural gas liquids in 2008 were due to price changes and how much were due to performance changes.
 14. Your proved undeveloped reserves, as a percentage of total reserves, appear to have increased from 29% in 2006 to approximately 40% in 2008.  Please tell us the reasons for the relative change in your undeveloped reserves over these two years.  Please also tell us the quantity of proved undeveloped reserves you developed in 2008 and the quantity you expect to develop in 2009.

Mr. Austin
RAM Energy Resources, Inc.
June 30, 2009 Page 4

  Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Austin
RAM Energy Resources, Inc. June 30, 2009 Page 5

You may contact Joanna Lam at (202)  551-3476, Jenifer Gallagher at (202) 551-
3706 or Karl Hiller, Branch Chief, at (202) 551-3686 if you have questions regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer at (202) 551-3703 with questions about engineering comments. Please contact Sean Donahue at (202) 551-3579, Tim Levenberg at (202) 551-3707 or me at (202) 551-3745 with any other questions.

               S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

via facsimile and U.S. mail
Mr. John M. Longmire
Senior Vice President and Chief Financial Officer RAM Energy Resources, Inc. 5100 East Skelly Drive, Suite 650 Tulsa, OK  74135
 August 29, 2007

Re:  RAM Energy Resources, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2006
Filed April 2, 2007
 File No. 0-50682

Dear. Mr. Longmire:
  We have completed our review of RAM Energy Resources, Inc.’s 2006 Form 10-K and do not, at this time, have any further comments.             S i n c e r e l y ,             Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

            RAM Energy Resources, Inc.

Meridian Tower, Suite 650

5100 East Skelly Drive

Tulsa, Oklahoma  74135-6549

918.663.2800  FAX 918.663.9540

August 7, 2007

Division of Corporate Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn:  Tracie Towner

            Re:

            RAM Energy Resources, Inc.

            Form 10-K for the Fiscal Year Ended December

31, 2006

Filed on April 2, 2007

File No. 000-50682

Ladies and Gentlemen:

This will acknowledge receipt of your comment letter of July 17, 2007 regarding the annual report on Form 10-K of RAM Energy Resources, Inc. (the “Company”) for its fiscal year ended December 31, 2006.  With respect to the comments, you are advised as follows:

Form 10-K for the Fiscal Year Ended December 31, 2006

Selected Consolidated Financial Data, page 30

            1.

            We note your disclosure under this heading, and similar disclosure in Note 1, stating that your merger was accounted for using the purchase method of accounting as a reverse merger recapitalization.  In accounting for a reverse merger recapitalization, the purchase methodology is not applicable, as this is utilized for business acquisitions using fair value accounting, rather a capitalization should be accounted for at historical cost.  Please confirm that the historical cost of the net liabilities you acquired in the reverse merger transaction amounted to $422,000, as reported in your statements of stockholders’ deficit, and revise your disclosures as necessary to clarify your accounting treatment.

We  confirm that $422,000 was the historical cost of the liabilities acquired, net of cash acquired.  In our amended Form 10-K, the consolidated statements of stockholders’ deficit will be restated to include a line item with this description.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 35

            2.

            We read your response to prior comment one indicating that the decrease in your average daily production in 2006 compared to 2005 is the result of a 4% decrease in your interest in the Boonsville shallow gas area and a 4% decrease due to weather downtime and normal production declines.  However, it remains unclear how the total decrease of 8% in your average daily production reconciles to your disclosure of a 5% decrease in oil production, a 16% decrease in NGL production, and a 12% decrease in natural gas production.  Please expand your disclosure to explain and reconcile the relationship between these percentages and to include disclosure of the 4% decrease in production due to weather downtime and normal production declines, as indicated in your response.

For the year ended December 31, 2006, the Company’s oil production decreased by 5%, its NGL production decreased by 16%, natural gas production decreased by 12%, and its average daily production decreased by 8%, compared to the year ended December 31, 2005.  A reversionary interest burdening the Company’s properties in its Boonsville shallow gas area vested in September 2005 and, accordingly, reduced its interest in the related properties.  This interest represented 136 Boe per day in 2005, or 4% of average daily production in 2006.  The vesting of this reversionary interest caused a 4% decrease in average daily production in 2006.  The remaining 4% decrease in average daily production resulted from weather-related downtime, and natural declines in production.

Financial Statements, page 44

Note A – Summary of Significant Accounting Policies, Organization and Basis of Presentation

Note 1 – Nature of Operations and Organization, page 51

            3.

            We reviewed your proposed revisions to the statements of stockholders’ deficit, and noted your preference to revise these statements prospectively, including the resultant effects the changes had on earnings per share presented in your statements of operations.  However, we are unable to concur with your preference, considering the magnitude of the effect the change in weighted average shares outstanding had on your reported earnings per share each year.  Accordingly, please amend your filing to correct your statements of stockholders’ deficit, and the corresponding changes to reported earnings per share.

We will incorporate these changes in our amended Form 10-K.

Note 5 – Natural Gas Sales and Gas Imbalances, page 52

            4.

            We read your response to prior comment four indicating the asset values of your natural gas under-produced positions in 2006 and 2005 are classified as non-current assets, since they typically take more than one year to settle.  Please expand your disclosure to discuss the reasons why these positions do not typically settle during the current period.

In our amended Form 10-K, we will add the following sentence to Note 5:  “Natural gas imbalances are normally settled at the end of the productive life of the underlying property, which is expected to be after December 31, 2007.”

Note O – Share-Based Compensation, page 66

            5.

            We read your response to prior comment six in which you proposed revised disclosures to comply with SFAS 123(R) for your long-term incentive plan.  We also understand that you wish to include the proposed information in future filings.  However, we continue to believe you should amend your filing to include the disclosures required by paragraphs 64 and 65 and paragraphs A240 and A241 of SFAS 123(R), as applicable, to comply with GAAP.  Also, in addition to the proposed information provided in your response, please ensure that you include the aggregate intrinsic value of options outstanding and currently exercisable as of the balance sheet date, as required by part (d) of paragraph A240, and disclose the method and assumptions used to estimate the fair value of stock options under your share-based payment arrangements, as required by part (e) of paragraph
A240.

In our amended Form 10-K, we will add the following sentence to the revised disclosure:  “At December 31, 2006, the Company had no outstanding options”.

Very truly yours,

RAM Energy Resources, Inc.

            By

            /s/ John M. Longmire

John M. Longmire,

Senior Vice President and Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        July 17, 2007

Mr. John M. Longmire
Senior Vice President and Chief Financial Officer
RAM Energy Resources, Inc.
5100 East Skelly Drive, Suite 650
Tulsa, OK  74135

 Re: RAM Energy Resources, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2006
Filed April 2, 2007
Response Letter Dated June 21, 2007
  File No. 000-50682

Dear Mr. Longmire:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2006

Selected Consolidated Financial Data, page 30

1. We note your disclosure under this heading, and similar disclosure in Note 1, stating that your merger was accounted for using the purchase method of accounting as a reverse merger recapitalization.  In accounting for a reverse merger recapitalization, the purchase methodology is not applicable, as this is utilized for business acquisitions using fair value accounting, rather a capitalization should be accounted for at historical cost.  Please confirm that the historical cost of the net liabilities you acquired in the reverse merger transaction

Mr. John M. Longmire
RAM Energy Resources, Inc.
July 17, 2007 Page 2

amounted to $422,000, as reported in your statements of stockholders’ deficit, and revise your disclosures as necessary to clarify your accounting treatment.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 35

2. We read your response to prior comment one indicating that the decrease in your average daily production in 2006 compared to 2005 is the result of a 4% decrease in your interest in the Boonsville shallow gas area and a 4% decrease due to weather downtime and normal production declines.  However, it remains unclear how the total decrease of 8% in your average daily production reconciles to your disclosure of a 5% decrease in oil production, a 16% decrease in NGL production, and a 12% decrease in natural gas production.  Please expand your disclosure to explain and reconcile the relationship between these percentages and to include disclosure of the 4% decrease in production due to weather downtime and normal production declines, as indicated in your response.

Financial Statements, page 44

Note A – Summary of Significant Accounting Policies, Organization and Basis of
Presentation

Note 1 – Nature of Operations and Organization, page 51

3. We reviewed your proposed revisions to the statements of stockholders’ deficit, and noted your preference to revise these statements prospectively, including the resultant effects the changes had on earnings per share presented in your statements of operations.  However, we are unable to concur with your preference, considering the magnitude of the effect the change in weighted average shares outstanding had on your reported earnings per share each year.  Accordingly, please amend your filing to correct your statements of stockholders’ deficit, and the corresponding changes to reported earnings per share.

Note 5 – Natural Gas Sales and Gas Imbalances, page 52

4. We read your response to prior comment four indicating the asset values of your natural gas under-produced positions in 2006 and 2005 are classified as non-current assets, since they typically take more than one year to settle.  Please expand your disclosure to discuss the reasons why these positions do not typically settle during the current period.

Note O – Share-Based Compensation, page 66

Mr. John M. Longmire
RAM Energy Resources, Inc.
July 17, 2007 Page 3

5. We read your response to prior comment six in which you proposed revised disclosures to comply with SFAS 123(R) for your long-term incentive plan.  We also understand that you wish to include the proposed information in future filings.  However, we continue to believe you should amend your filing to include the disclosures required by paragraphs 64 and 65 and paragraphs A240 and A241 of SFAS 123(R), as applicable, to comply with GAAP.  Also, in addition to the proposed information provided in your response, please ensure that you include the aggregate intrinsic value of options outstanding and currently exercisable as of the balance sheet date, as required by part (d) of paragraph A240, and disclose the method and assumptions used to estimate the fair value of stock options under your share-based payment arrangements, as required by part (e) of paragraph A240.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 You may contact Tracie Towner, at ( 202) 551-3744, or Donald F. Delaney, at
(202) 551-3863, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686, with any other questions.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

            RAM Energy Resources, Inc.

Meridian Tower, Suite 650
 5100 East Skelly Drive
 Tulsa, Oklahoma  74135-6549
 918.663.2800   FAX 918.663.9540

June 21, 2007

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549

Attn:  Tracie Towner

            Re:

            RAM Energy Resources, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2006

Filed on April 2, 2007

File No. 000-50682

Ladies and Gentlemen:

This will acknowledge receipt of your comment letter of May 29, 2007 regarding the annual report on Form 10-K of RAM Energy Resources, Inc. (the “Company”) for its fiscal year ended December 31, 2006.  With respect to the comments, you are advised as follows:

Form 10-K for the Fiscal Year

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

Results of Operations, page 35

            1.

            We note your disclosure stating that your oil production decreased by 5%, your NGL production decreased by 16%, and your natural gas production decreased by 12%, for the year ended December 31, 2006, compared to the year ended December 31, 2005.  Please expand your disclosure to discuss the underlying reasons for the decreases in production, to comply with Item 303(a)(3) of Regulation S-K.

For the year ended December 31, 2006, the Company’s oil production decreased by 5%, its NGL production decreased by 16%, natural gas production decreased by 12%, and its average daily production decreased by 8%, compared to the year ended December 31, 2005.  As described in the preceding paragraph on page 35, a reversionary interest burdening the Company’s properties in its Boonsville shallow gas area vested in September 2005 and, accordingly, reduced its interest in the related properties.  The vesting of this reversionary interest caused a 4% decrease in average daily production. The remaining 4% decrease in average daily production resulted from weather related downtime and normal production declines.

Financial Statements, page 44

Note A – Summary of Significant Accounting Policies, Organization and Basis of Presentation, Page 51

Note 1 – Nature of Operations and Organization, page 51

            2.

            We note the stockholders of RAM Energy, Inc. received 25,600,000 shares of Tremisis Energy Acquisition Corp.’s common stock and $30 million in cash upon consummation of a merger on May 8, 2006.  We understand you have accounted for the merger as a reverse acquisition, treated as a recapitalization of RAM Energy, Inc.  However, your statements of stockholders’ deficit reflect the historical shares held by the Tremisis shareholders, rather than the shares issued in the merger with RAM Energy, Inc., the accounting acquirer.  Accounting for a reverse recapitalization typically requires that the past share activity of the entity gaining control be recast using the exchange ratio to reflect the equivalent number of shares received in the acquisition, while also adjusting common stock and additional paid-in capital of any difference in par value of the
stock.

On a related point, please tell us whether all shares of common stock offered in your Form S-1, filed on November 22, 2006, have been sold.  If not, you may need to file a post-effective amendment to your Form S-1 to reflect any corresponding revisions made to your Form 10-K, with respect to the accounting for the reverse merger.

RAM Energy Resources, Inc. was formerly named Tremisis Energy Acquisition Corp. (“Tremisis”), its name being changed to RAM Energy Resources, Inc. upon completion of its acquisition of RAM Energy, Inc. Immediately prior to the acquisition of RAM Energy, Inc., Tremisis had outstanding 7,700,000 shares of its common stock. Upon consummation of the acquisition of RAM Energy, Inc., the stockholders of RAM Energy, Inc. received 25,600,000 shares of RAM Energy Resources, Inc. (formerly Tremisis) common stock.  The following is a revised Statement of Stockholders’ Deficit which reflects share activity prior to the merger.  The following Statement of Stockholders’ Deficit has been revised using the exchange ratio to reflect the equivalent number of shares received in the merger.  Common stock and additional paid-in capital have been adjusted for the difference in the par value of the stock.

            RAM Energy Resources, Inc.

            Consolidated statements of stockholders' deficit

            Years ended December 31, 2006, 2005, and 2004

            Common Stock Shares Restated

            Common Stock

            Additional
 Paid In Capital

            Accumulated Deficit

            Treasury Stock

            Stockholders' Deficit

            BALANCE, January 1, 2004

            31,790,743

            $         3,179

            $    111,821

            $(19,768,000)

            $                -

            $ (19,653,000)

            Net income

            -

            -

            -

            6,076,000

            -

            6,076,000

            Dividends declared

            -

            -

            -

            (1,200,000)

            -

            (1,200,000)

            Purchase and cancellation of Common Shares, August 10, 2004

            (5,298,457)

            (530)

            (18,470)

            (5,116,000)

            -

            (5,135,000)

            BALANCE, December 31, 2004

            26,492,286

            $         2,649

            $     93,351

            $(20,008,000)

            $                -

            $(19,912,000)

            Net income

            -

            -

            -

            543,000

            -

            543,000

            Dividends declared

            -

            -

            -

            (1,400,000)

            -

            (1,400,000)

            BALANCE, December 31, 2005

            26,492,286

            $         2,649

            $     93,351

            $(20,865,000)

            $                -

            $(20,769,000)

            Net income

            -

            -

            -

            5,048,000

            -

            5,048,000

            Stock redemption and cancellation, May 8, 2006

            (892,286)

            (89)

            (92,581)

            (9,699,330)

            -

            (9,792,000)

            Reverse merger effect, May 8, 2006

            7,700,000

            770

            (770)

            (422,000)

            -

            (422,000)

            Dividends paid

            -

            -

            -

            (500,000)

            -

            (500,000)

            Repurchase of stock

            -

            -

            -

            -

            (3,768,000)

            (3,768,000)

            Share-based compensation, May 8, 2006

            330,000

            33

            2,307,967

            -

            -

            2,308,000

            BALANCE, December 31, 2006

            33,630,000

            $         3,363

            $  2,307,967

            $(26,438,330)

            $(3,768,000)

            $ (27,895,000)

Weighted average shares outstanding and earnings per share for the years ending December 31, 2006, 2005 and 2004 are recalculated as follows:

            Years ended December 31,

            2006

            2005

            2004

            Net Income

            $   5,048,000

            $      543,000

            $   6,076,000

            Weighted average shares - basic

            30,886,293

            26,492,286

            29,706,104

            Dilutive effect of unvested stock grants

            78,864

            -

            -

            Dilutive effect of warrants

            1,218,956

            -

            -

            Weighted average shares - diluted

            32,184,113

            26,492,286

            29,706,104

            Basic earnings per share

            $          0.16

            $          0.02

            $          0.20

            Diluted earnings per share

            $          0.16

            $          0.02

            $          0.20

            Earnings per share for each quarter in 2006 and 2005 are recalculated as follows:

            2006 - Quarter Ended

            December 31,

            September 30,

            June 30,

            March 31,

            Basic net income (loss) applicable to common stockholders

            per common share

            $         0.03

            $            0.13

            $          (0.10)

            $           0.11

            Diluted net income (loss) applicable to common stockholders

            per common share

            $         0.03

            $            0.13

            $          (0.10)

            $          0.10

            2005-QuarterEnded

            December 31,

            September 30,

            June 30,

            March 31,

            Basic net income (loss) applicable to common stockholders

            per common share

            $          0.16

            $          (0.18)

            $          (0.01)

            $          0.06

            Diluted net income (loss) applicable to common stockholders

            per common share

            $          0.16

            $          (0.18)

            $          (0.01)

            $          0.06

All shares of common stock of RAM Energy Resources, Inc. offered in its Form S-1 dated November 22, 2006, as amended, were sold in that offering.

The Company believes that the revised Statement of Stockholders’ Deficit and schedule of earnings (loss) per share do not vary materially from the Statement of Stockholders’ Deficit and the earnings (loss) per share included in the Company’s Form 10-K for its fiscal year ended December 31, 2006.  Accordingly, the Company proposes to correct the Statement of Stockholders’ Deficit and related schedule of earnings (loss) per share on a prospective basis.  In this regard, the Company would file a Form 8-K to reflect the revisions set forth above.

Note 3 – Properties and Equipment, page 51

            3.

            We note that you follow the full cost method of accounting for your oil and natural gas operations.  Please include the disclosures required by Rule 4-10(c)(7)(ii) of Regulation S-X for full cost companies.

RAM Energy Resources, Inc. has no material capitalized costs related to unevaluated properties.  All capitalized costs are included in the amortization base.

Note 5 – Natural Gas Sales and Gas Imbalances, page 52

            4.

            We note your disclosure stating your natural gas net under-produced position had an asset value of $262,000 and $237,000, at December 31, 2006 and 2005, respectively, which you recorded in other assets on the balance sheets.  Please tell us why you classified these imbalances as non-current assets, as it is our understanding that these imbalances typically settle within the current period.

RAM Energy Resources, Inc.’s net under-produced position of natural gas had an asset value of $262,000 and $237,000 at December 31, 2006 and 2005, respectively.  Based on its historical experience, RAM Energy Resources, Inc. concluded that these amounts typically take more than one year to settle and, accordingly, have been classified as non-current assets.

Note I – Income Taxes, page 62

            5.

            Please provide us with a reconciliation of your net deferred tax liability amount presented here, totaling $17,044, and the corresponding amount of $26,677 reflected on your balance sheet.

As of December 31, 2006 (in thousands):

            Net deferred tax liability, Note I

            $     17,044

            Tax liability accrual on uncertain tax position

            9,633

            Net deferred tax liability, balance sheet

            $     26,677

The Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Tax, an interpretation of FASB Statement No. 109” (“FIN48”) effective January 1, 2007.

Note O – Share-Based Compensation, page 66

            6.

            We note you adopted the provisions of SFAS 123R, effective January 1, 2006.  Please include the disclosures required by paragraphs 64 and 65, and paragraphs A240 and A241 of SFAS 123R, as applicable.

On May 8, 2006, the Company’s stockholders approved its 2006 Long-Term Incentive Plan (the “Plan”).  The Company reserved a maximum of 2,400,000 shares of its common stock for issuances under the Plan.  The Company believes that the awards made under the Plan will better align the interests of its employees with those of its stockholders.  The Plan includes a provision that, at the request of a grantee, the Company may repurchase shares to satisfy the grantee’s federal and state income tax withholding requirements.  All repurchased shares will be held by the Company as treasury stock.  As of December 31, 2006, a maximum of 1,423,195 shares of common stock remained reserved for issuance upon the exercise of options that may be granted and pursuant to awards that may be made under the Plan.

The Company granted Incentive Stock Awards under the Plan as set forth in the following table.  Each grant (except the grants made on May 8, 2006) vests in equal increments over a five-year period from the date of grant.  The Incentive Stock Awards granted on May 8, 2006 vested in full on June 8, 2006.  At the request of certain of the grantees, on June 8, 2006, the Company repurchased 98,100 of these shares included in such Awards at $6.04 per share, the closing market price of the Company’s common stock as of that date, to satisfy the requesting grantees’ federal and state income tax withholding requirements.   The repurchased shares were held by the Company as treasury stock at December 31, 2006.

            Shares Granted

            Shares Repurchased

            Date

            Number

            Closing Price

            Date

            Number

            Closing Price

            May 8, 2006

            330,000

            $     6.72

            June 8, 2006

            98,100

            $     6.04

            November 10, 2006

            646,805

            $     5.06

A summary of the status of the non-vested shares as of December 31, 2006, and changes during the year ended December 31, 2006, is presented below:

            Nonvested Shares

            Shares

            Weighted
 Average
 Grant Date
 Fair Value

            Nonvested at May 8, 2006

            -

            $                -

            Granted

            976,805

            $          5.62

            Vested

            330,000

            $          6.72

            Forfeited

            -

            $                -

            Nonvested at December 31, 2006

            646,805

            $          5.06

As of December 31, 2006, the Company had $3.2 million of unrecognized compensation cost related to non-vested, share-based compensation related to awards granted under the Plan.  That cost is expected to be recognized over a weighted-average period of 4.1 years.  The aggregate fair value of shares that vested during the year ended December 31, 2006 was $2.3 million.

The above should respond to your comments. We believe that the comments, while relevant, seek amplification of information already contained in the Form 10-K, and the responses included above are such that an amendment to the Form 10-K should not be required.  In this regard, the Company will undertake to include the relevant information in future filings.

            The Company hereby acknowledges that:

            •

            the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

            •

            staff comments or cha

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        May 29, 2007

Mr. John M. Longmire
Senior Vice President and Chief Financial Officer
RAM Energy Resources, Inc.
5100 East Skelly Drive, Suite 650
Tulsa, OK  74135

 Re: RAM Energy Resources, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2006
Filed April 2, 2007
  File No. 000-50682

Dear Mr. Longmire:

We have reviewed your Form 10-K for the Fiscal Year Ended December 31,
2006, and have the following comments.  We have limited our review of your filing to
those issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. John M. Longmire
RAM Energy Resources, Inc.
May 29, 2007 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2006

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 33

Results of Operations, page 35

1. We note your disclosure stating that your oil production decreased by 5%, your NGL production decreased by 16%, and your natural gas production decreased by 12%, for the year ended December 31, 2006, compared to the year ended December 31, 2005.  Please expand your disclosure to discuss the underlying reasons for the decreases in production, to comply with Item 303(a)(3) of Regulation S-K.

Financial Statements, page 44

Note A – Summary of Significant Accounting Policies, Organization and Basis of
Presentation, page 51

Note 1 – Nature of Operations and Organization, page 51

2. We note the stockholders of RAM Energy, Inc. received 25,600,000 shares of Tremisis Energy Acquisition Corp.’s common stock and $30 million in cash upon consummation of a merger on May 8, 2006.  We understand you have accounted for the merger as a reverse acquisition, treated as a recapitalization of Ram Energy, Inc.  However, your statements of stockholders’ deficit reflect the historical shares held by the Tremisis shareholders, rather than the shares issued in the merger with RAM Energy Inc., the accounting acquirer.  Accounting for a reverse recapitalization typically requires that the past share activity of the entity gaining control be recast using the exchange ratio to reflect the equivalent number of shares received in the acquisition, while also adjusting common stock and additional paid-in capital for any difference in par value of the stock.

On a related point, please tell us whether all shares of common stock offered in your Form S-1, filed on November 22, 2006, have been sold.  If not, you may need to file a post-effective amendment to your Form S-1 to reflect any corresponding revisions made to your Form 10-K, with respect to the accounting for the reverse merger.

Mr. John M. Longmire
RAM Energy Resources, Inc.
May 29, 2007 Page 3

Note 3 – Properties and Equipment, page 51

3. We note that you follow the full cost method of accounting for your oil and natural gas operations.  Please include the disclosures required by Rule 4-10(c)(7)(ii) of Regulation S-X for full cost companies.

Note 5 – Natural Gas Sales and Gas Imbalances, page 52

4. We note your disclosure stating your natural gas net underproduced position had an asset value of $262,000 and $237,000, at December 31, 2006 and 2005, respectively, which you recorded in other assets on the balance sheets.  Please tell us why you classified these imbalances as non-current assets, as it is our understanding that these imbalances typically settle within the current period.

Note I – Income Taxes, page 62

5. Please provide us with a reconciliation of your net deferred tax liability amount presented here, totaling $17,044, and the corresponding amount of $26,677 reflected on your balance sheet.

Note O – Share-Based Compensation, page 66

6. We note you adopted the provisions of SFAS 123R, effective January 1, 2006.  Please include the disclosures required by paragraphs 64 and 65, and paragraphs A240 and A241 of SFAS 123R, as applicable.

Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. John M. Longmire
RAM Energy Resources, Inc.
May 29, 2007 Page 4

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Tracie Towner, at ( 202) 551-3744, or Donald F. Delaney, at
(202) 551-3863, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3686, with any other questions.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f

CORRESP
1
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SEC Letter

 Graubard Miller

 The Chrysler Building

 405 Lexington Avenue

 New York, N.Y. 10174-1901

 (212) 818-8800

facsimile

 directdial number

(212) 818-8881

(212) 818-8880

(646)-227-5463

email address

 nscooler@graubard.com

 April 12, 2006

 Mr. John Reynolds

 Assistant Director

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
Tremisis Energy Acquisition Corporation

Preliminary Proxy Statement on Schedule 14A

File No. 000-50682

 Dear Mr. Reynolds:

 In accordance with discussions with the Staff, we are pleased to confirm that the following changes from Amendment No. 5 will be made in the final
proxy statement that will be distributed to stockholders of Tremisis Energy Acquisition Corporation:

 1. The following sentence will be reinserted as the penultimate sentence of the third paragraph of the section entitled “Liquidity and Capital
Resources” appearing on page 104 of the proxy statement: “Other than the proposed merger with Tremisis, RAM has no present agreement, commitment or understanding with respect to any material acquisitions.”

 2. The third sentence of the third paragraph of the subsection entitled
“Electra/Burkburnett Area” on page 83 of the preliminary prospectus will be changed to read: “The initial net daily production from the 14 wells drilled and completed during the first quarter of 2006 averaged 26 Bbls of oil per well
per day.”

 I understand that these changes will complete
all changes suggested by the Staff to the preliminary proxy materials and request that telephonic confirmation be given to me that such materials, as so changed, are appropriate for distribution to the stockholders of Tremisis. We thank you and the
Staff for your courteous attention throughout the process.

 Sincerely,

/S/ NOAH SCOOLER

 Noah Scooler

 NS:mp

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								April 5, 2006

Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York  10019

Re:	Tremisis Energy Acquisition Corporation
	Amendment No. 3 to Preliminary Proxy Statement on Schedule
14A
      Filed March 31, 2006
	File No. 000-50682

Dear Mr. Coben:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 14A Cover Page

1. We note the reduction in the total fee paid.  Please explain
the
decrease in the fee when the proposed maximum aggregate value of
the
transaction has remained the same.

Summary of the Proxy Statement, page 9

2. We reissue prior comment four of our letter dated March 24,
2006.
We continue to note the statement that if Tremisis is unable to
consummate a business combination by May 18, 2006, Tremisis`
officers
will dissolve and liquidate Tremisis within 60 days.  Please
clearly
disclose the term set forth in the Form S-1 that the company will
dissolve and promptly distribute to its public shareholders in
this
circumstance.  Furthermore, please provide a detailed analysis in
the
disclosure as to how the 60 day time period is consistent with the
disclosure in the Form S-1 regarding the prompt return of funds.

Oil and Natural Gas Marketing and Hedging, page 89

3. We note your response to prior comment 20 of our letter dated
March 24, 2006.  We continue to believe that the agreement between
RAM and Shell Trading-US is a material contract in light of the
fact
that Shell Trading is a material customer and should be filed as
an
exhibit upon completion of the business combination.

Results of Operations, page 95

Year Ended December 31, 2005 Compared to Year Ended December 31,
2004, page 95

4. We note your response to comment 21 of our letter dated March
24,
2006.  We partially reissue the comment.  Please explain of what
items other income is comprised and the reason for the increase.

Liquidity and Capital Resources, page 102

5. We reissue prior comment 24 from our letter dated March 24,
2006.
Please name the lending institution with whom you executed a
commitment letter in February 2006.  If a definitive agreement has
been entered into, disclose the material terms.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Carlton Tartar at 202-551-3387 or Terence
O`Brien at 202-551-3355, if you have questions regarding comments
on
the financial statements and related matters.  You may contact
Ronald
Winfrey, petroleum engineer, at 202-551-3704, if you have
questions
related to oil and gas engineering matters.  Please contact Yuna
Peng
at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela
Howell,
who supervised the review of your filing, at (202) 551-3357, with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	Noah Scooler, Esq.
	Fax (212) 818-8881

Lawrence S. Coben
Tremisis Energy Acquisition Corp.
April 5, 2006
Page 3

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								March 24, 2006

Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York 10019

Re:	Tremisis Energy Acquisition Corporation
	Amendment No. 2 to Preliminary Proxy Statement on Schedule
14A
      Filed March 9, 2006
	File No. 000-50682

Dear Mr. Coben:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We reissue prior comment three of our letter dated February 24,
2006.  While we note that certain information cannot be filled in
until immediately prior to filing the definitive proxy statement,
all
other information should be provided and updated as necessary.
For
instance, please provide the estimated conversion price, the
approximate amount in the trust account, the last sale price of
Tremisis` common stock, and the value of the shares and warrants
held
by Tremisis officers and directors, etc., as of the most recent
practicable date.

Questions and Answer about the Proposal, page

2. On page 5, please provide specific instructions on how to
remedy
an improperly executed demand for conversion.

Summary of the Proxy Statement, page 9

The Parties, page 9

Tremisis, page 9

3. We note your response to comment nine of our letter dated
February
24, 2006.  Please revise the disclosure in paragraph three on page
nine to articulate, if true, that the $1,020,000 is the remainder
of
the proceeds of the IPO held outside the trust.  The current
disclosure is confusing.

4. We reissue comment ten of our letter date February 24, 2006.
We
continue to note the statement that if Tremisis is unable to
consummate a business combination by May 18, 2006, Tremisis`
officers
will dissolve and liquidate Tremisis within 60 days.  Please
clearly
disclose the term set forth in the Form S-1 that the instruction
to
the trustee would be given promptly after the expiration of the
24-
month period.  Furthermore, please provide a detailed analysis in
the
disclosure as to how the 60 day time period is consistent with the
disclosure in the Form S-1 regarding the prompt return of funds.

Tremisis Fairness Opinion, page 34

5. We note the removal of the statement that "the amount of such
consideration was determined pursuant to negotiations between us
and
RAM and not pursuant to recommendations of Gilford."  Please add
back
such disclosure as required by Item 1015(b)(5) of Regulation M-A.

The Merger Proposal, page 35

6. Please update the disclosure throughout as of the most recent
practicable date.  For example, please update on page 36 the
amount
in the trust account.

Background of the Merger, page 36

7. We note the exclusion from the $1 million indemnification
basket
of claims with respect to a specific pending lawsuit on page 39.
Please clarify whether this pending lawsuit is the one discussed
in
legal proceedings on page 92.

Valuation Overview, page 43

8. Any presentations or reports prepared by management or Gilford
should be described in reasonable detail, by date, indicating the
nature of the presentation, information presented, recommendations
and conclusions.  Any materials, including reports, analyses,
projections, talking papers and similar items which were prepared
or
presented at these meetings should be supplementally provided to
the
staff.

9. We reissue our prior comment 17 of our letter dated February
24,
2006.  We note your explanation in the correspondence.  However,
we
cannot locate this disclosure in the section entitled "Fairness
Opinion - Valuation Overview" on page 43.  Please advise or
revise.

Discounted Cash Flow Analysis, pages 44-45

10. We reissue prior comment 18 of our letter dated February 24,
2006.  We note your explanation in the correspondence.  However,
we
still cannot locate this disclosure in the proxy statement.
Please
advise or revise.

Material Federal Income Tax Consequences of the Merger, page 46

11. Revise the disclosure in this section to clearly indicate that
the tax consequences are the opinion of named counsel.  For
example,
clearly state that it is the opinion of counsel, Graubard Miller,
that no gain or loss will be recognized.

12. Remove the statement that "this discussion is intended to
provide
only a general summary of the material United States federal
income
tax consequences of the merger."  The tax opinion and this
discussion
should address all material federal income tax consequences.

Business of RAM, page 79

13. We note the surface lease dated July 1, 1991 covering the
Electra
gas plant is subject to the terms and conditions contained in the
purchase and sales agreement dated June 7, 1991.  Please provide
us
with this agreement supplementally and disclose any material terms
of
that agreement that relate to the lease.

14. Please reconcile the statement on page 82 that "as with the
Electra/Burkburnett Area, RAM`s properties in the Boonsville Area
are
owned by RWG" with the disclosure on page 80 that the land is
leased
by RAM.

15. Please provide us supplementally with the lease agreement
covering the Barnett Shale Acreage.  The exhibits provided
supplementally relate to the participation agreement with Chief
Oil
and the agreement with EOG, rather than the actual lease
agreement.
Also, discuss the material terms in the proxy statement.

16. Please reconcile the disclosure in this section relating to
the
Participation Agreement with Chief Oil & Gas with the supplemental
agreement, which indicates that Chief has a 50% working interest
and
a 40% net revenue interest in each of the leases.  Explain the
difference between working interest and net revenue interest.

17. We note the disclosure that RAM has a 23.9% working interest
in
the acreage block.  Please explain where in the agreement provided
supplementally this term is included.  Also, please include the
net
revenue interest.  The agreement provided supplementally indicates
it
is a sale and purchase agreement.  Please clarify the nature of
the
agreement in the disclosure.  Lastly, please explain the reference
in
the supplemental agreement to the gross and net acres of oil and
gas
leaseholds and explain the statement that EOG desires to purchase
"an
undivided 50% of 8/8th interest with a proportionate 81.25% net
revenue interest ...."

Reserve Data, page 86

18. In your prior response 1B, you stated, "Therefore, while a 12-
month average may not reflect actual production costs incurred on
the
last day, or the last month, of the reporting fiscal period, a
twelve
month average represents a more representative account of
operating
costs incurred during the base period utilized for calculating
future
net revenues, discounted future net revenues and the standardized
measure."  The point of our prior statement "The estimates of your
proved reserves and standardized measure should utilize these
components as determined at reporting fiscal period end" is that
all
components of production costs, even those assessed less often
than
monthly, should be evaluated as of the period-end.  This is
supported
by paragraph 30b) of Financial Accounting Standard 69, "Future
development and production costs.  These costs shall be computed
by
estimating the expenditures to be incurred in developing and
producing the proved oil and gas reserves at the end of the year,
based on year-end costs and assuming continuation of existing
economic conditions."  Please affirm to us that the production
costs
you used to estimate your disclosed 2005 proved reserves and
associated standardized measure are not significantly different
from
those in effect at December 31, 2005.  If you cannot so affirm,
please amend your proved reserve and standardized measure
disclosures
so that only such year-end cost components are used for these
estimates.

19. Also you stated, "The operating costs included in the RAM
reserve
reports include all first level supervision on each operated
property, including engineering and field supervision, and
associated
benefits, whether performed in the field or in RAM`s Electra,
Texas
office, or in RAM`s home office in Tulsa, Oklahoma."  For your
operated property production costs, please:  affirm to us that you
have included expenses you incurred performing activities similar
to
those for which you are proportionally reimbursed by the COPAS
charges paid by your non-operating partners; or demonstrate to us
that the impact of such expenses is not significant.  If you
cannot,
please amend your document to include these cost components in
your
estimates of proved reserves and standardized measure.

Oil and Natural Gas Marketing and Hedging, page 89

20. We note your response to comment 24 of our letter dated
February
24, 2006.  Please disclose the material terms of the agreements
between RAM and Shell Trading-US and RAM and Dynegy (now Targa).
Also, please be advised that these agreements are material
agreements
that should be filed as exhibits upon completion of the business
combination.

Results of Operations, page 95

Year Ended December 31, 2005 Compared to Year Ended December 31,
2004, page 95

21. Disclose the increase in other revenues and operating income
and
the reason for the increase.

22. Please explain the statement that of the $2 million increase
in
oil and natural gas production taxes, "$2.3 was attributable to
the
WG Acquisition."  Also explain how $12.8 million of the increase
in
oil and natural gas production expense was due to the WG
Acquisition
when the increase was only $12.5 million.

23. On page 97, please provide the reasons for the reduction in
net
income.

24. Please name the lending institution with whom you executed a
commitment letter in February 2006.

Financial Statements, page F-1

Audit Opinion, page F-2

25. We note that the revised audit report does not include the
name
of the independent accountant.  Please revise the report
accordingly.

Notes to Consolidated Financial Statements-(Continued), page F-28

26. FAS 69, paragraph 33g requires the disclosure of "Previously
estimated development costs incurred during the period."  We note
no
entries for your line item, "Development costs incurred and
revisions" in your reconciliation of the changes to the
standardized
measure.  This implies that you expended no development capital in
2005 that was included in your 2004 standardized measure.  Please
clarify this situation to us.  Amend your document if appropriate.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Carlton Tartar at 202-551-3387 or Terence
O`Brien at 202-551-3355, if you have questions regarding comments
on
the financial statements and related matters.  You may contact
Ronald
Winfrey, petroleum engineer, at 202-551-3704, if you have
questions
related to oil and gas engineering matters.  Please contact Yuna
Peng
at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela
Howell,
who supervised the review of your filing, at (202) 551-3357, with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	David Alan Miller, Esq.
	Sherie B. Rosenberg, Esq.
	(212) 818-8881
??

??

??

??

Lawrence S. Coben
Tremisis Energy Acquisition Corp.
March 24, 2006
Page 6

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<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

								February 28, 2006

Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York  10019

Re:	Tremisis Energy Acquisition Corporation
	Amendment No. 1 to Preliminary Proxy Statement on Schedule
14A
      Filed February 1, 2006
	File No. 000-50682

Dear Mr. Coben:

      We have reviewed your filing and have the following
engineering
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Reserve Data, page 99

1. In our prior comments 91c) and 91d) we asked for "...the AFE
for
each of the three [largest] PUD projects." and engineering
exhibits
for these proved undeveloped properties.  We have received only
one
AFE dated 12/13/03 for a Vinegarone field well.  Our inspection of
the independent reserve reports indicates the three largest proved
undeveloped properties, on a net equivalent reserve basis, are
(from
the Williamson report):
* H&T.C. PUD 01-08
* Hamilton, R.R. PUD 01-08
* Sumner, Frances PUD 01-08.

Please submit engineering exhibits such as volumetric
calculations,
base maps, production of analogy wells, etc. in support of these
estimates.

2. We note that, for estimated future operating expenses, both
reports by your independent petroleum engineers used the prior 12-
months` average.  Production costs have a singular meaning in the
context of public disclosure, i.e. lease operating expense (or
lift
cost) plus production/ad valorem/severance taxes plus appropriate
gathering/transportation costs plus applicable insurance plus
producing well overhead.  The estimates of your proved reserves
and
standardized measure should utilize these components as determined
at
reporting fiscal period end.  Since oil and gas prices have
increased
significantly over the prior 12 months, we would expect
corresponding
increases in cost components such as labor, fuel, power etc.  Such
increases are muted by the use of 12 month averages.
Also, it appears that no producing well overhead for your operated
properties is included in production costs.  Financial Accounting
Standard 69, paragraph 27 states "...some expenses incurred at an
enterprise`s central administrative office may not be general
corporate expenses, but rather may be operating expenses of oil
and
gas producing activities, and therefore should be reported as
such."
We consider the allocation of no G&A to production costs as
incorrect
since some supervision is an unavoidable requirement for oil and
gas
production.  We recognize that the level of such supervision
varies
in the industry.  Please demonstrate to us that the use of these
(presumably) lower average costs and the omission of incurred
production overhead costs do not result in material increases to
your
disclosed proved reserves and standardized measure.
Alternatively,
you may amend your proved reserve disclosures so that only period-
end
cost components - including production overhead - are used for
these
estimates.

Net Production, Unit Prices and Costs, page 102

3. In your response 96, you declined our request to disclose your
historical oil and gas prices before and after the effect of your
hedging arrangements.  SEC Industry Guide 2 requires the
disclosure
of annual oil and gas sales prices.  SFAS 69 requires the
disclosure
of historical revenues derived from produced oil and gas sales.
This
information is clearly intended to inform the investing public of
your operating results.  The Commission`s 12-12-01 news release
(2001-147), FR-60 [33-8040; 34-45149] and FR-61 [33-8056; 34-
45321]
all speak to the need for greater transparency in corporate
disclosure.  Compliance with our request to disclose the effects
of
your hedging arrangements on the product prices you actually
realized
will aid the public in understanding the results of your oil and
gas
producing activities.  We repeat our prior comment 96.

4. Please amend your document to include the consents of your
independent petroleum engineers.

*******

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Carlton Tartar at 202-551-3387 or Terence
O`Brien at 202-551-3355, if you have questions regarding comments
on
the financial statements and related matters.  You may contact
Ronald
Winfrey, petroleum engineer, at 202-551-3704, if you have
questions
related to oil and gas engineering matters.  Please contact Yuna
Peng
at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela
Howell,
who supervised the review of your filing, at (202) 551-3357, with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	David Alan Miller, Esq.
	Sherie B. Rosenberg, Esq.
	(212) 818-8881

??

??

??

??

Mr. Lawrence S. Coben
Tremisis Energy Acquisition Corporation
February 28, 2006
Page 1

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<TEXT>

Mail Stop 3561

								February 24, 2006

Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York  10019

Re:	Tremisis Energy Acquisition Corporation
	Amendment No. 1 to Preliminary Proxy Statement on Schedule
14A
      Filed February 1, 2006
	File No. 000-50682

Dear Mr. Coben:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Engineering comments will be forthcoming.

2. We note your supplemental response to prior comment three of
our
letter dated January 19, 2006.  Please identify ADP and explain
its
role in the solicitation.

3. While we note that certain information cannot be filled in
until
immediately prior to filing the definitive proxy statement, all
other
information should be provided.  Please include such disclosure in
the next amendment.

4. We partially reissue prior comment four of our letter dated
January 19, 2006.  Please provide the information required by Item
10
(a) of Schedule 14A.

5. We partially reissue prior comment five of our letter dated
January 19, 2006.  Please include a statement on the last page of
the
proxy statement as to which documents, or portions of documents,
are
incorporated by reference.  See Note D1 of Schedule 14A.

Proxy Card

6. Please clarify how you will treat written votes received after
the
voting deadline.

Questions and Answers about the Proposals, page 15

7. Please state how an improperly executed demand for conversion
can
be remedied.

8. Please update the estimated net proved reserves.  Currently
this
information is as of September 30, 2005.

Summary of the Proxy Statement, page 19

9. We partially reissue prior comment 21 of our letter dated
January
19, 2006.  We continue to note the statement that "the balance of
the
net proceeds of the IPO, or approximately $1,020,000 has been and
will be used by Tremisis to pay the expenses incurred in its
pursuit
of a business combination."  The amount of net proceeds in escrow
is
$33,143,000 and only $30,000,000 will be given to RAM after the
merger.  Please revise the disclosure to account for the
difference.

The Parties, page 17

10. We reissue prior comment 22 of our letter dated January 19,
2006.
We continue to note the statement that if Tremisis is unable to
consummate a business combination by May 18, 2006, Tremisis`
officers
will dissolve and liquidate Tremisis within 60 days.  This does
not
reconcile with the disclosure in the Form S-1 that the instruction
to
the trustee would be given promptly after the expiration of the
24-
month period.  Please revise the statement to be consistent with
the
Form S-1.  The 60 day time period is not consistent with the
disclosure in the Form S-1 regarding the prompt return of funds.

Lock-Up Agreement, page 24

11. Please clarify the "certain exceptions" to the lock-up
agreement.

Tax Consequences of the Merger, page 29

12. Please name counsel that provided the tax opinions.  Also,
file
the opinions with the proxy and include consents or otherwise
advise.

Risks Related to the Merger, page 40

13. Please disclose the number of shares that will be held by
insiders and that are subject to the lock-up agreement.

Background of the Merger, page 48

14. We partially reissue prior comment 58 of our letter dated
January
19, 2006.  Please provide us with a copy of the Confidentiality
Agreement signed on April 14, 2005.  We were unable to locate the
agreement in the materials provided.

15. We partially reissue prior comment 65 of our letter dated
January
19, 2006.  Please supplementally provide us with copies of the
projections and any other non-public information used by Tremisis
in
the merger negotiations and agreement.

Interest of Tremisis` Directors and Officers in the Merger, page
52

16. We partially reissue prior comment 68 of our letter dated
January
19, 2006.  Quantify, to the extent practicable, the value of the
600,000 warrants held by Tremisis` officers and directors.

Valuation Overview, page 55

17. We reissue prior comment 71 of our letter dated January 19,
2006.
We note your explanation in the correspondence.  However, we
cannot
locate this disclosure in the proxy statement.  Please advise or
revise.

Discounted Cash Flow Analysis, pages 55-56

18. We reissue prior comments 72 and 73 of our letter dated
January
19, 2006.  We note your explanation in the correspondence.
However,
we cannot locate this disclosure in the proxy statement.  Please
advise or revise.

Fees and Expenses, page 70

19. We note your response to prior comment 78 of our letter dated
January 19, 2006.  Please clarify whether the approximately $2.9
million fee to be paid by RAM to WestLB is contingent on the
completion of the merger.

Pro Forma Earnings (Loss) Per Share, page 76

20. We note your response to prior comments 81 and 82 of our
letter
dated January 19, 2006.  Please revise your disclosures under the
caption "Selected Summary Historical and Pro Forma Consolidated
Financial Information" on page 30 to include disclosures regarding
the pro forma net loss per share for each period, similar to the
disclosures provided on page 76.

21. Please revise your disclosures for both the fiscal year ended
December 31, 2004 and the nine months ended September 30, 2005 to
include a pro forma statement of operations that includes the
accounts of Tremisis.  While we note the transaction will not be
accounted for as a purchase method business combination, we do not
believe this eliminates the requirement to provide a pro forma
statement of operations.  Item 9.01 of Form 8-K was recently
amended
to explicitly require Article 11 pro forma disclosures for mergers
involving shell companies, and we believe the same principle
should
be applied to this situation.  Refer also to SEC Release 33-8587,
dated July 15, 2005.

Business of RAM, page 93

22. We reissue prior comment 24 of our letter dated January 19,
2006
as it relates to disclosure on page 94.  Please provide the basis
for
the statement that "RAM believes that it has substantial
additional
acquisition, development and exploitation opportunities in its
core
areas of operations" or delete.

23. We note the various lease and other arrangements the company
has
entered into.  Disclose the material terms of any material lease
arrangements.  Provide these lease and other arrangements
supplementally.

Oil and Natural Gas Marketing and Hedging, page 104

24. Please name the three purchasers who accounted for
approximately
75% of your oil and natural gas sales and clearly indicate that
these
are your major customers.  If you have agreements with these three
purchasers, please disclose the material terms.  Provide us with
these agreements supplementally.

Legal Proceedings, page 106

25. Schedule 2.10 shows two other pending litigation other than
Sacket v. Great Plains.  Please advise us why the cases, Ricky
Oliver
v. Triple S. Welding Service, Inc. and Joshi Technologies
International v. WG Energy, Ltd., need not be discussed in the
proxy
statement.

RAM`s Management`s Discussion and Analysis of Financial Condition
and
Results of Operations, page 107

26. Clarify whether the oil and natural gas production costs,
which
increase was attributable to the WG Acquisition, is anticipated to
stay at the increased level in the future.

27. Please reconcile the operating revenue increase for the nine
months ended September 30, 2005 as compared to 2004 with the
financial statements.  The current disclosure indicates that the
increase in revenues was $17.5 million.  The financial statements
indicate the total revenues and operating income increased by only
$5.4 million.  Please revise.

Independent Auditors` Fees, page 126

28. Please revise your disclosure to include all the information
required by Item 9 of Schedule 14A, as applicable.  We note that
your
current disclosure is incomplete and addresses only the most
recent
fiscal year rather than the past two fiscal years.

RAM Related Party Transactions, page 132

29. We reissue prior comment 101 of our letter dated January 19,
2006.  Please indicate the total amount of expenses Tremisis has
reimbursed its officers and directors for out-of-pocket expenses
incurred in connection with identifying and investigating business
combinations and business targets.

30. We note the disclosure that "accepting participants [in the 5%
interest in the prospect generated by KCS] included, among other
officers and employees of RAM, ...."  All officers and employees
of
RAM that participated in this prospect should be included in this
section.

31. We partially reissue prior comment 106 of our letter dated
January 19, 2006.  Please identify the $260,000 and $46,000
expenses
paid on behalf of Danish Knights.

RWG Energy, Inc. Financial Statements, page F-46

32. According to your response to prior comment 110 of our letter
dated January 19, 2006, you are providing the financial statements
of
RWG Energy (known before the acquisition as WG Energy, Inc.) under
Item 310(c) of Regulation S-B.  Financial statements of businesses
recently acquired by the target need not be furnished unless their
omission would render the target`s financial statements misleading
or
substantially incomplete.  However, if you include such financial
statements, they should be for the periods preceding the
acquisition
required by Items 310(c)(2) and (3).  This would appear to include
WG
Energy Inc.`s audited annual financial statements for the years
ending December 31, 2003 and 2002, and interim financial
statements
for the nine months ending September 30, 2004.  It is not
appropriate
to provide the financial statements through a period after the
merger
or reflecting the purchase accounting from the merger.  Please
revise
accordingly.

Note 11 - Derivative Financial Instruments, page F-65

33. We note your response to prior comment 118 of our letter dated
January 19, 2006.  Please tell us why the cash flow statement for
the
year ended December 31, 2003 reflects a deferred hedge loss of
$286,157.  By definition, deferred hedge gains and losses are
excluded from the determination of net income or loss.  Also,
please
reconcile your disclosure on page F-59 that your policy is to
measure
hedge effectiveness at least on an annual basis to paragraph 28(b)
of
FAS 133, which requires effectiveness to be measured at least
every
three months.  Revise your disclosure in Note 11 to identify the
hedged transaction as a cash flow hedge, and to provide the
applicable disclosures required by paragraph 45(b) of FAS 133.

Appendix E:  Fairness Opinion

34. We note the statement in the opinion that "this letter is
solely
for the information of the Board of Directors of the Company and
may
not be relied upon by any other person... without Gilford`s prior
written consent."  Because it is inconsistent with the disclosures
relating to the opinion, the limitation should be deleted.
Alternatively, disclose the basis for Gilford`s belief that
shareholders cannot rely upon the opinion to support any claims
against Gilford arising under applicable state law (e.g., the
inclusion of an express disclaimer in Gilford`s engagement letter
with Tremisis).  Describe any applicable state-law authority
regarding the availability of such a potential defense.  In the
absence of applicable state-law authority, disclose that the
availability of such a defense will be resolved by a court of
competent jurisdiction.  Also disclose that resolution of the
question of the availability of such a defense will have no effect
on
the rights and responsibilities of the board of directors under
applicable state law.  Further disclose that the availability of
such
a state-law defense to Gilford would have no effect on the rights
and
responsibilities of either Gilford or the board of directors under
the federal securities laws.

*******

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Carlton Tartar at 202-551-3387 or Terence
O`Brien at 202-551-3355, if you have questions regarding comments
on
the financial statements and related matters.  You may contact
Ronald
Winfrey, petroleum engineer, at 202-551-3704, if you have
questions
related to oil and gas engineering matters.  Please contact Yuna
Peng
at 202-551-3391 or Ronald E. Alper at 202-551-3329, or Pamela
Howell,
who supervised the review of your filing, at (202) 551-3357, with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	David Alan Miller, Esq.
	Sherie B. Rosenberg, Esq.
	(212) 818-8881

??

??

??

??

Mr. Lawrence S. Coben
Tremisis Energy Acquisition Corporation
February 24, 2006
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
								January 19, 2006

Mr. Lawrence S. Coben
Chairman of the Board and Chief Executive Officer
Tremisis Energy Acquisition Corporation
1775 Broadway, Suite 604
New York, New York  10019

Re:	Tremisis Energy Acquisition Corporation
	Preliminary Proxy Statement on Schedule 14A
      Filed December 8, 2005
	File No. 000-50682

Dear Mr. Coben:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. On the first page of the proxy statement, state the approximate
date on which the proxy statement and form of proxy will be first
sent or given to security holders.  See Item 1(b) of Schedule 14A.

2. Please indicate, in the letter to the stockholders to attend a
special meeting, the price of the company`s common stock in the
paragraph discussing conversion rights.

3. We note that the solicitation can be made by the use of
telephone
or in person.  If the solicitation is to be made by specially
engaged
employees or paid solicitors, state the material features of any
contract or arrangement for such solicitation and identify the
parties and the cost or anticipated cost thereof.  See Item
4(a)(3)
of Schedule 14A.

4. One of the proposals relates to a long-term compensation plan.
Therefore, please furnish the information required by Item 402 of
Regulation S-K.  See Item 8 of Schedule 14A.  Please also provide
the
information required by Item 10 of Schedule 14A.

5. We bring to your attention Note D of Schedule 14A.  A
registrant
incorporating any documents shall include a statement on the last
page of the proxy statement as to which documents are incorporated
by
reference.  Please also include the undertaking and information
described in Note D2.

6. One of the actions to be taken is with respect to amendment to
Tremisis` certificate of incorporation.  Please state briefly the
general effect of such amendment.

7. A preliminary search reveals that there is a proceeding for Ram
Energy, Inc. regarding administrative sanctions under the Kansas
Securities Act alleging registration violations of the Kansas
Securities Act.   Please explain the nature of the matter.  We may
have further comments.  Please identify any other state or federal
regulatory or criminal proceedings involving RAM or Tremisis or
any
of their officers or directors during the last five years.

8. Please provide a summary term sheet with the information
required
by Item 1001 of Regulation M-A.

9. For each report or opinion prepared by the outside party,
please
disclose the information required by Item 1015(b) of Regulation M-
A.

10. We note that you have provided a section in the proxy
materials
addressing the material income tax consequences of the merger.
Given
the complex legal nature of the tax consequences, it is not
appropriate for the company to render an opinion concerning the
tax
consequences of the merger.  Revise to provide a tax opinion on
the
merger transaction.

Proxy Card

11. You state that votes submitted electronically over the
Internet
or by telephone must be received by 11:59 p.m. central time on a
certain date.  Please clarify how the votes received after the
deadline will be treated.

12. Please confirm that the information provided over the internet
or
by telephone will be consistent with the written proxy statement
and
proxy card.  Also confirm that the information will comply with
Rule
14a-4.

13. You have a heading of "Exercise Conversion Rights" and a blank
space next to it.  Please explain to the stockholders what the
blank
space means and whether they need to affirmatively indicate in the
proxy card in order to exercise conversion rights.  If they will
not
be able to exercise conversion rights because they did not
properly
execute such an intent in this proxy card, please place a proper
warning.

14. Proposal five to approve the Tremisis "2005" Long-Term
Incentive
Plan appears to be inaccurate.  Please correct.

15. Proposal six is not explained in the proxy statement.  Please
include an explanation of proposal six in the relevant sections of
the proxy statement.

16. Please update the information throughout the proxy statement
to
the end of December.

Questions and Answers About the Proposals, page 9

17. Please clearly explain the steps the stockholders would have
to
take to exercise their conversion rights.  We note on page 24 that
the demand must be made in writing at the same time that the
stockholder votes against the merger proposal.  Please explain
what
satisfies the "in writing" requirement.  Please also explain
whether
an investor can remedy an improperly executed demand for
conversion.

18. Please disclose the status of the warrants held by those
purchasers of IPO units who demand to convert their shares into
cash.

19. Please revise to address the conflicts of interest by the
officers and directors of Tremisis in connection with the merger.

20. Address the one-time extraordinary dividend or redemption to
be
received by RAM`s stockholders.

Summary of the Proxy Statement, page 17

21. The net proceeds from the IPO was approximately $34.1 million
and
$33.1 million was placed in a trust account.  You state that $1.02
million has been and will be used by Tremisis to pay the expenses
incurred in pursuit of a business combination.  Please explain how
much has been paid for the combination expenses.  The net proceeds
in
escrow is $33,143,000 and only $30 million will be given to RAM
after
the merger; please account for the difference.

The Parties, page 17

Tremisis, page 17

22. We note the statement that if Tremisis is unable to consummate
a
business combination by May 18, 2006 Tremisis` officers will
dissolve
and liquidate Tremisis within 60 days. You disclosed in the Form
S-1
that the instruction to the trustee would be given promptly after
the
expiration of the 24-month period.  Please revise to clarify your
statement.

23. Please amend your document to define PV-10 in detail.  Here
and
in the table on page 99, include the standardized measure for the
respective periods.

RAM, pages 18-19

24. Please provide the basis of the statement, "RAM believes that
it
has substantial additional acquisition, development and
exploitation
opportunities in its core areas of operations"; otherwise delete
the
statement.

25. Please explain the technical terms "2-D and 3-D seismic
information."

Management of Tremisis and RAM, page 20

Tremisis, page 20

26. Please explain the statement, "Mr. Lane is a designee of
Tremisis."  Describe any previous relationship between Mr. Lane
and
Tremisis.

27. Please clarify whether both RAM and Tremisis will survive
after
the merger.

Pre-Closing RAM Dividends/Redemption, page 21

28. Please indicate an approximate amount of the potential one-
time
extraordinary dividend or redemption of outstanding common stock.

29. Please provide the basis for RAM declaring a one-time
extraordinary dividend or redemption of a portion of its
outstanding
common stock, in an aggregate amount of up to the difference
between
$40 million and the amount of cash consideration to be received by
the RAM stockholders in the merger.  Are there any other factors
that
affect the amount of the pre-closing dividend/redemption?  Explain
how RAM determined the methodology for this dividend/redemption.

Lock-Up Agreement, page 22

30. Please explain the purpose of the lock-up agreement.

Quorum and Vote of Tremisis Stockholders, page 23

31. We note that broker non-votes "while considered present for
the
purposes of establishing a quorum, will have the effect of votes
against the merger proposal and the proposals to amend the
certificate of incorporation, but will have no effect on the
incentive compensation plan proposal."  Please discuss the
implication of this treatment on the shares` eligibility for
redemption/conversion.

Conversion Rights, page 24

32. You state "If the merger is not completed, these shares will
not
be converted into cash."  Please clarify this statement in light
of
the liquidation provision if Tremisis does not complete a merger
by
May 18, 2006.

Interests of Tremisis Directors and Officers in the Merger, page
24

33. Please revise to indicate the number of shares held by
Tremisis`
officers and directors that were acquired prior to the IPO.  Also
indicate the dollar value of those shares using the most recent
quotation on the OTCBB.

34. Please include disclosure with respect to the warrants held by
Tremisis` officers and directors, which would appear to expire
worthless if a business combination is not consummated within the
time allotted.  Specifically indicate the number of warrants held
by
the officers and directors along with the number of shares
underlying
those warrants that would expire worthless.

35. Please include disclosure with respect to each associate, as
required by Item 5(a)(4) of Schedule 14A.

Tremisis` Conditions to Closing of the Merger, page 26

36. Please elaborate on the requirement of a legal opinion in an
agreed form from McAfee & Taft and the comfort letters from BGO
Seidman and UHY Mann.

Termination, Amendment, and Waiver, pages 26-27 (see also pages
67-
68)

37. Please clarify whether the May 17, 2006 date on page 26 and
the
May 18, 2007 date on page 27 are correct.

38. We note that if Tremisis wrongfully fails or refuses to
consummate the merger, a cash termination fee of $7.5 million will
be
due to RAM.  Please disclose how the termination fee will be
funded.

39. Please disclose whether there is any similar provision if RAM
wrongfully fails or refuses to consummate the merger.

40. The disclosure on page 68 seems to indicate that even in the
event of proper termination either by Tremisis or RAM, Tremisis
will
still be obligated to pay $7.5 million.  Please clarify whether
that
is true or revise.

Risk Factors, page 34

41. To the extent possible, please avoid the generic conclusions
you
reach in several of your risk factors that the risk discussed
could
"adversely affect" or harm your business, revenues or other
similar
matters.  Instead, replace this language with more specific
disclosure of how your financial condition would be affected and
place the risk in context by making the magnitude of the risk
clear.

42. We note your statement, "RAM`s management believes that for
each
$1.00 per Boe increase or decrease in the price of oil and natural
gas, the PV-10 Value of RAM`s proved reserves at September 30,
2005
would increase or decrease, as the case may be, by $9.6 million."
Please expand this to explain whether you have considered changes
in
your proved reserve volume estimates due to these hypothetical
changes in prices.  Address the maximum price change to which your
statement applies.

43. We note the disclosure that RAM may be liable for
environmental
damage caused by previous owners of properties purchased by RAM.
Are
you aware of any such liability?  If so, please discuss.

44.  Please discuss the risks and the adverse consequences of the
risk factor "RAM faces extensive competition in its industry."
The
discussion of competition appears to be generic.
Risks Related to the Merger, pages 38-39

45. Please describe the restricted shares held by insiders.
Identify
the insiders.  How will restricted shares be sold in the public
market?

46. Please briefly describe the listing requirements for NASDAQ.
Address later in the proxy how the surviving entity intends to
meet
them.

47. Please identify any agreements and arrangements that board
members are party to that provide them with interests that differ
from , or are in addition to, those of your stockholders
generally,
other than those identified here.

48. Please identify those officers, directors and other affiliates
who are parties to the voting agreement.

49. Please discuss the risks if the Adjournment Proposal is not
approved.

50. Please discuss any risks due to regulatory delay.

Special Meeting of Tremisis Stockholders, page 41

51. Please provide the disclosure required by Item 13(a)(6) of
Schedule 14A.

Proxy Solicitation Costs, page 45

52. We note that you have not but may hire a firm to assist in the
proxy solicitation process.  Please revise to clarify if such firm
would be paid by proceeds outside of the trust account.  If not,
please revise to clarify how such firm would be paid.

Tremisis Fairness Opinion, page 45

53. Please clarify what the effect will be, if any, on the fee
paid
to Gilford if the merger is not consummated.

The Merger Proposal, page 46

Background of the Merger, page 46

54.  We note that "in April 2005, Tremisis was introduced to RAM
by
Ronald Ormand, an investment banker for WestLB."  Please revise to
clarify how this came about.  Did Tremisis seek out Mr. Ormand`s
and
WestLB`s assistance?  Discuss the circumstance by which
Ormand/WestLB
was aware that RAM was seeking to be acquired.  Please provide a
detailed account of RAM`s association with Mr. Ormand and WestLB
and
Mr. Ormand and WestLB`s association with Tremisis before April 19,
2005.  The discussion should include the date when Mr. Ormand
learned
about and first contacted Tremisis and RAM.  Indicate whether a
finder`s fee was paid to Mr. Ormand and if so, provide the terms
and
amounts.

55. Did WestLB enter into any written agreement with Tremisis or
RAM?
If so, please provide the Staff with copies of those agreements.

56. The disclosure provides that on April 19, 2005, Mr. Coben met
with Mr. Ormand and Mr. Lee and on April 14, 2005, a
confidentiality
agreement was executed.  Please confirm that the April 19, 2005
and
April 14, 2005 dates are correct.

57. Please affirmatively disclose whether any of Tremisis`
officers
or directors had heard of RAM Energy and were aware that RAM`s
owners
wished to sell RAM prior to April 14, 2005.

58. Please provide the Staff with a copy of the Confidentiality
Agreement signed on April 14, 2005, as referenced on page 47.
Also
advise us whether Tremisis enter into confidentiality agreements
with
any other potential acquirees.

59. We note that Tremisis entered into substantial discussions
with a
few companies.  Revise to describe in detail the efforts made by
Tremisis in connection with these companies.

60. Describe the material terms of the proposal with the one other
business target and discuss why it was rejected.  Also clarify
whether the board of directors of Tremisis decided that the one
business target was not a satisfactory candidate for a merger.

61. On page 47, you state "Tremisis retained certain advisors who
are
specialists in the oil and gas exploration and production industry
to
assist in its due diligence of RAM, which commenced in late June
2005."  Please identify those advisors and describe the assistance
they provided.

62. Please clearly state the total consideration that Tremisis is
paying for RAM, identifying cash, stock, assumption of debt, and
any
other components.

63. Discuss the negotiations of the merger in greater detail.
Clarify how the final consideration was determined.  Discuss
whether
any valuation of RAM was conducted prior to or during the merger
negotiations.  Indicate w